Common use of Claims for Indemnification Clause in Contracts

Claims for Indemnification. If Parent delivers to Seller a notice of a claim for indemnification pursuant to Article XII or Article XIII of the Merger Agreement (each, a “Claim” and each such notice, a “Claim Notice”), Parent shall also send a copy of such notice to the Escrow Agent, which notice shall include a certification by Parent that a copy of such notice has been delivered to Seller. Without limiting the Merger Agreement, each Claim Notice shall set forth the aggregate amount of the Damages (as defined in the Merger Agreement) claimed by Parent or an estimate thereof to the extent then known (the “Indemnity Claim Amount”). If Seller desires to dispute such Claim, Seller shall deliver to Parent and the Escrow Agent (which notice to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following receipt by Seller of the applicable Claim Notice. If Seller timely delivers a Dispute Notice to Parent and the Escrow Agent regarding an applicable Claim, the Escrow Agent shall make payment with respect to such Claim only in accordance with Joint Instructions delivered pursuant to Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received by the Escrow Agent within such 30-day period, then the Indemnity Claim Amount as set forth in the applicable Claim Notice shall be deemed established for purposes of this Agreement and the Merger Agreement and, on the first (1st) Business Day after the expiration of such 30-day period, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only to the extent of) the Escrowed Funds; provided, that before making such payment to Parent, Escrow Agent shall have received from Parent written notice that such thirty (30) calendar day period has elapsed and that Parent has not received a Dispute Notice from Seller. The Escrow Agent shall not inquire into or consider whether a Claim or Claim Notice complies with the requirements of the Merger Agreement.

Claims for Indemnification. If Parent delivers (i) Whenever any claim shall arise for indemnification under Section 10(b) or 10(c), the Indemnified Party shall describe such claim in a written notice ("Notice of Claim") to Seller the Indemnifying Party (and for purposes of this Section 10(e), a notice of a claim for indemnification given pursuant to Article XII Section 10(d) shall constitute a "Notice of Claim") and, when known, specify the facts constituting the basis for such claim and the amount or Article XIII an estimate of the Merger Agreement amount of such claim. (eachii) Following the receipt by the Indemnifying Party of each Notice of Claim, a “Claim” and each such notice, a “Claim Notice”), Parent shall also send the Indemnifying Party may give the Indemnified Party written notice ("Notice of Objection") (1) attaching a copy of such notice Notice of Claim, (2) stating that, in the opinion of the Indemnifying Party, the claim described in such Notice of Claim is invalid (either in whole or in specified part) under the terms of Section 10 hereof, (3) giving the reasons for the alleged invalidity, and (4) stating that, based on such alleged invalidity, the Indemnifying Party objects to the Escrow Agent, which notice shall include payment of any portion of the amount claimed pursuant to such Notice of Claim. If a certification by Parent Notice of Objection alleges that a copy Notice of Claim is only partially invalid, the Indemnifying Party within 30 days of the receipt of such notice has been delivered Notice of Claim, agrees to Seller. Without limiting deliver to the Merger Agreement, each Claim Notice shall set forth the aggregate amount Indemnified Party that portion of the Damages (as defined in the Merger Agreement) amount claimed by Parent or an estimate thereof to the extent then known (the “Indemnity Claim Amount”). If Seller desires to dispute such Claim, Seller shall deliver to Parent and the Escrow Agent (which notice to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following receipt by Seller of the applicable Claim Notice. If Seller timely delivers a Dispute Notice to Parent and the Escrow Agent regarding an applicable Claim, the Escrow Agent shall make payment with respect pursuant to such Notice of Claim only in accordance with Joint Instructions delivered as to which no objection is made. (iii) First Sierra and Shareholder agree to submit to final and binding arbitration pursuant to Section 3.1 11(n) any and all disputes which have been specified in a Notice of Objection or either party has specified in a Final Order and Legal Opinion delivered Notice of Claim to which the other party has not responded within 30 days of receipt of such Notice of Claim. If pursuant to Section 3.2. Escrow Agent shall conclusively presume any such arbitration proceeding it is determined that any Claim Notice or Dispute Notice delivered party is obligated to it was simultaneously delivered make payment to Seller or Parent, as applicable. If no Dispute Notice is received by the Escrow Agent within such 30-day periodother party, then the Indemnity Claim Amount as set forth in the applicable Claim Notice such payment shall be deemed established for purposes of this Agreement and the Merger Agreement and, on the first (1st) Business Day after the expiration of made to either party no later than 30 days following such 30-day period, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only to the extent of) the Escrowed Funds; provided, that before making such payment to Parent, Escrow Agent shall have received from Parent written notice that such thirty (30) calendar day period has elapsed and that Parent has not received a Dispute Notice from Seller. The Escrow Agent shall not inquire into or consider whether a Claim or Claim Notice complies with the requirements of the Merger Agreementdetermination.

Claims for Indemnification. If Parent delivers to Seller a notice of a claim for the indemnification pursuant to under this Article XII or Article XIII of IV is not paid in full by the Merger Agreement (each, a “Claim” and each such notice, a “Claim Notice”), Parent shall also send a copy of such notice to the Escrow Agent, which notice shall include a certification by Parent that a copy of such notice has been delivered to Seller. Without limiting the Merger Agreement, each Claim Notice shall set forth the aggregate amount of the Damages (as defined in the Merger Agreement) claimed by Parent or an estimate thereof to the extent then known (the “Indemnity Claim Amount”). If Seller desires to dispute such Claim, Seller shall deliver to Parent and the Escrow Agent (which notice to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) corporation within thirty (30) calendar days following receipt by Seller of the applicable Claim Notice. If Seller timely delivers after a Dispute Notice to Parent and the Escrow Agent regarding an applicable Claim, the Escrow Agent shall make payment with respect to such Claim only in accordance with Joint Instructions delivered written claim pursuant to Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is 4.2 has been received by the Escrow Agent within corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such 30-day periodclaim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, then if any is required, has been tendered to the Indemnity Claim Amount as corporation) that the claimant has not met the standard of conduct that makes it permissible under the General Corporation Law of the State of Delaware for the corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation. Neither the failure of the corporation (including its board of directors, Independent Counsel or stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the corporation (including its board of directors, Independent Counsel or stockholders) that the claimant has not met such applicable Claim Notice standard of conduct, shall be deemed established for purposes a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. If a determination shall have been made pursuant to this Section 4.3 that the claimant is entitled to indemnification, the corporation shall be bound by such determination in any judicial proceeding commenced pursuant to Section 4.3. The corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to Section 4.3 that the procedures and presumptions of this Agreement Article IV are not valid, binding and enforceable and shall stipulate in such proceeding that the Merger Agreement and, on corporation is bound by all the first (1st) Business Day after the expiration provisions of such 30-day period, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only to the extent of) the Escrowed Funds; provided, that before making such payment to Parent, Escrow Agent shall have received from Parent written notice that such thirty (30) calendar day period has elapsed and that Parent has not received a Dispute Notice from Seller. The Escrow Agent shall not inquire into or consider whether a Claim or Claim Notice complies with the requirements of the Merger Agreementthis Article IV.

Claims for Indemnification. If Parent delivers (i) Whenever any claim shall arise for indemnification under Section 7(b) or 7(c), the indemnified party shall describe such claim in a written notice ("Notice of Claim") to Seller the indemnifying party (and for purposes of this Section 7(e), a notice of a claim for indemnification given pursuant to Article XII Section 7(d) shall constitute a "Notice of Claim") and, when known, specify the facts constituting the basis for such claim and the amount or Article XIII an estimate of the Merger Agreement amount of such claim. (eachii) Following the receipt by the indemnifying party of each Notice of Claim, a “Claim” and each such notice, a “Claim Notice”), Parent shall also send the indemnifying party may give the indemnified party written notice ("Notice of Objection") (1) attaching a copy of such notice Notice of Claim, (2) stating that, in the opinion of the indemnifying party, the claim described in such Notice of Claim is invalid (either in whole or in specified part) under the terms of Section 10 hereof, (3) giving the reasons for the alleged invalidity, and (4) stating that, based on such alleged invalidity, the indemnifying party objects to the Escrow Agent, which notice shall include payment of any portion of the amount claimed pursuant to such Notice of Claim. If a certification by Parent Notice of Objection alleges that a copy Notice of Claim is only partially invalid, the indemnifying party within 30 days of the receipt of such notice has been delivered Notice of Claim, agrees to Seller. Without limiting deliver to the Merger Agreement, each Claim Notice shall set forth the aggregate amount indemnified party that portion of the Damages (as defined in the Merger Agreement) amount claimed by Parent or an estimate thereof to the extent then known (the “Indemnity Claim Amount”). If Seller desires to dispute such Claim, Seller shall deliver to Parent and the Escrow Agent (which notice to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following receipt by Seller of the applicable Claim Notice. If Seller timely delivers a Dispute Notice to Parent and the Escrow Agent regarding an applicable Claim, the Escrow Agent shall make payment with respect pursuant to such Notice of Claim only in accordance with Joint Instructions delivered as to which no objection is made. (iii) First Sierra and Shareholder agree to submit to final and binding arbitration pursuant to Section 3.1 11(n) any and all disputes which have been specified in a Notice of Objection or either party has specified in a Final Order and Legal Opinion delivered Notice of Claim to which the other party has not responded within 30 days of receipt of such Notice of Claim. If pursuant to Section 3.2. Escrow Agent shall conclusively presume any such arbitration proceeding it is determined that any Claim Notice or Dispute Notice delivered party is obligated to it was simultaneously delivered make payment to Seller or Parent, as applicable. If no Dispute Notice is received by the Escrow Agent within such 30-day periodother party, then the Indemnity Claim Amount as set forth in the applicable Claim Notice such payment shall be deemed established for purposes of this Agreement and the Merger Agreement and, on the first (1st) Business Day after the expiration of made to either party no later than 30 days following such 30-day period, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only to the extent of) the Escrowed Funds; provided, that before making such payment to Parent, Escrow Agent shall have received from Parent written notice that such thirty (30) calendar day period has elapsed and that Parent has not received a Dispute Notice from Seller. The Escrow Agent shall not inquire into or consider whether a Claim or Claim Notice complies with the requirements of the Merger Agreementdetermination.

Claims for Indemnification. If Parent delivers to Seller a notice of a (a) Whenever any claim for indemnification pursuant to arises under this Article XII or Article XIII of the Merger Agreement 6 (each, a “"Claim” and each such notice, a “Claim Notice”"), Parent shall also send the Indemnified Person will describe that claim in a copy written notice ("Notice of such notice Claim") to either the Escrow AgentStockholders, which notice shall include a certification by Parent ABV, or Acquiror depending upon the specific claim for indemnification as identified in Section 6.1(a), 6.1(b), or 6.2 (the "Indemnifying Party") and, when known, specify the facts constituting the basis for that a copy of such notice has been delivered to Seller. Without limiting claim and the Merger Agreement, each Claim Notice shall set forth the aggregate amount of the Damages (as defined in the Merger Agreement) claimed by Parent or an estimate thereof of the amount of that claim. Each Notice of Claim will (i) contain a description of the claim, (ii) specify the amount of that claim, and (iii) state that that Notice of Claim is valid under the terms of Article 6 of this Agreement. (b) If the Claim described in a Notice of Claim is, or is expected to be, made by a third party (a "Third-Party Claim"), the Indemnifying Party will undertake the defense of that Third-Party Claim by counsel reasonably satisfactory to Acquiror and the Indemnifying Party. The Indemnifying Party, without Acquiror's written consent, will not settle or compromise any Third-Party Claim or consent to entry of any judgment that does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to Acquiror and/or Acquiror's Subsidiary or Subsidiaries, or Affiliate or Affiliates, as the case may be, an unconditional release from all liability in respect of that Third-Party Claim. Acquiror will have the right at its own expense to participate in any defense of a Third-Party Claim with advisory counsel of its own choosing. In the event the Indemnifying Party, within ten days after notice of any Third-Party Claim, fails to agree in writing to defend, and does not begin defending the Third-Party Claim to the Indemnified Person's reasonable satisfaction, the Indemnified Person or Acquiror will have the right to undertake the defense, compromise, or settlement of that Third-Party Claim on behalf of, and for the account of, the Indemnified Person, at the expense and risk of the Indemnifying Party. Notwithstanding any provision in this Agreement to the contrary, failure of Acquiror to give any notice of any Third-Party Claim required by this Article 6 will not constitute a waiver of the Indemnified Person's or Acquiror's right to indemnification or a defense to any claim by Acquiror hereunder except to the extent then known (the “Indemnity Claim Amount”). If Seller desires to dispute such Claim, Seller shall deliver to Parent and Indemnifying Party demonstrates that the Escrow Agent (which notice to the Escrow Agent shall include a certification defense of that claim is materially prejudiced by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following receipt by Seller of the applicable Claim Notice. If Seller timely delivers a Dispute Notice to Parent and the Escrow Agent regarding an applicable Claim, the Escrow Agent shall make payment with respect to such Claim only in accordance with Joint Instructions delivered pursuant to Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received by the Escrow Agent within such 30-day period, then the Indemnity Claim Amount as set forth in the applicable Claim Notice shall be deemed established for purposes of this Agreement and the Merger Agreement and, on the first (1st) Business Day after the expiration of such 30-day period, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only to the extent of) the Escrowed Funds; provided, that before making such payment to Parent, Escrow Agent shall have received from Parent written notice that such thirty (30) calendar day period has elapsed and that Parent has not received a Dispute Notice from Seller. The Escrow Agent shall not inquire into or consider whether a Claim or Claim Notice complies with the requirements of the Merger Agreementfailure.

Claims for Indemnification. If Parent delivers to Seller (a) After an Indemnified Person becomes aware of any claim such Indemnified Person has under Section 9.1 or Section 9.2 that might result in a Loss (a “Liability Claim”), such Indemnified Person shall with reasonable promptness deliver a notice of a claim for indemnification pursuant to Article XII or Article XIII of the Merger Agreement such Liability Claim (each, a “Claim” and each such notice, a “Claim Claims Notice”)) (i) in the case of a Liability Claim under Section 9.1, Parent shall also send a copy of such notice to the Principal Shareholders and the Escrow Agent, which notice shall include (ii) (A) in the case of a certification by Parent that Liability Claim under Section 9.2(a) or (B) for fraud (the “Excluded Items”), to the applicable Company Shareholder(s) (with a copy to the Class A Holder), or (iii) in the case of a Liability Claim under Section 9.2(b), to Purchaser. (b) A Claims Notice shall (i) be signed by an officer or other authorized Person of the Indemnified Person (or in the case that the Indemnified Person is an individual, by such Individual), (ii) state that an Indemnified Person has incurred, paid or properly accrued, or reasonably anticipates that it may incur, pay or properly accrue, Losses, (iii) state the amount of such notice has been delivered Losses (which, in the case of Losses not yet incurred, paid or properly accrued, shall be a good faith estimate of those anticipated to Seller. Without limiting be incurred, paid or properly accrued), and (iv) specify in reasonable detail (based upon the Merger Agreement, each Claim Notice shall set forth information then possessed by such Indemnified Person) the aggregate individual items of such Losses included in the amount so stated and the nature of the Damages claim to which such Losses are related. (as defined c) No delay in or failure to give a Claims Notice by an Indemnified Person to the Merger Agreement) claimed by Parent Indemnifying Person pursuant to this Section 9.5 will adversely affect any of the rights or an estimate thereof remedies that the Indemnified Person has under this Agreement or alter or relieve the Indemnifying Person of their obligation to indemnify the Indemnified Persons, except and to the extent then known that (i) the “Indemnity Claim Amount”). If Seller desires to dispute such Claim, Seller shall deliver to Parent and the Escrow Agent (which notice to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) Claims Notice is not provided within thirty (30) calendar days following receipt by Seller of the applicable Claim Notice. If Seller timely delivers a Dispute Notice to Parent and the Escrow Agent regarding an applicable Claim, the Escrow Agent shall make payment with respect to such Claim only in accordance with Joint Instructions delivered pursuant to Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received by the Escrow Agent within such 30-day period, then the Indemnity Claim Amount as time limit set forth in the applicable Claim Notice shall be deemed established for purposes of this Agreement and the Merger Agreement and, on the first Section 9.4 or (1st) Business Day after the expiration of such 30-day period, the Escrow Agent shall pay to Parent (or Parent’s designeeii) such Indemnity Claim Amount from (and only to delay or failure has actually prejudiced the extent of) the Escrowed Funds; provided, that before making such payment to Parent, Escrow Agent shall have received from Parent written notice that such thirty (30) calendar day period has elapsed and that Parent has not received a Dispute Notice from Seller. The Escrow Agent shall not inquire into or consider whether a Claim or Claim Notice complies with the requirements of the Merger AgreementIndemnifying Person.

Claims for Indemnification. If Parent delivers Any party hereto (individually or with others, collectively, the "Indemnitee") shall give the Shareholder Representatives or Maxw▇▇▇, ▇▇ 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 Seller a notice of a claim for indemnification pursuant to Article XII or Article XIII of which indemnity may be sought by the Merger Agreement Indemnitee (eachindividually, a “"Claim” " and each such noticecollectively, the "Claims"); provided, however, that the failure to give a “Claim Notice”), Parent shall also send a copy of such notice to the Escrow Agent, which notice shall include a certification by Parent that a copy of such notice has been delivered to Seller. Without limiting the Merger Agreement, each Claim Notice shall set forth not constitute a waiver of any rights of the Indemnitee with respect to indemnification by the Indemnitor, but shall relieve the Indemnitor of its indemnity obligation to the extent that such obligation is increased as a result of the Indemnitee's failure to give timely notice; provided, further, 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 shall terminate and be forever waived. The Claim Notice shall state (i) the aggregate amount of the Damages Maxw▇▇▇ ▇▇▇overable Losses or the Shareholders Recoverable Losses (in either case, "Recoverable Losses") as defined 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 is 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 Indemnitor shall notify the Indemnitee in the Merger Agreement) claimed by Parent or an estimate thereof writing that it objects to the extent then known (the “Indemnity Claim Amount”). If Seller desires to dispute such Claim, Seller shall deliver to Parent and the Escrow Agent (which notice to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following receipt by Seller right of the applicable Claim Notice. If Seller timely delivers a Dispute Notice Indemnitee to Parent and the Escrow Agent regarding an applicable Claim, the Escrow Agent shall make payment indemnification with respect to such Claim only in accordance with Joint Instructions delivered pursuant to Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received by the Escrow Agent within such 30-day period, then the Indemnity Claim Amount as set forth in the applicable Claim Notice shall be deemed established for purposes of this Agreement and the Merger Agreement and, on the first (1st) Business Day after the expiration of such 30-day period, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only to the extent of) the Escrowed Funds; provided, that before making such payment to Parent, Escrow Agent shall have received from Parent written notice that such thirty (30) calendar day period has elapsed and that Parent has not received a Dispute Notice from Seller. The Escrow Agent shall not inquire into or consider whether a Claim or Claim Notice complies with the requirements of the Merger AgreementClaim.

Claims for Indemnification. If Parent delivers (a) In the event that any claim or demand for which an indemnifying party (“Indemnifying Party”) would be liable to Seller an indemnified party (“Indemnitee”) hereunder is asserted against or sought to be collected from an Indemnitee by a notice third party, the Indemnitee shall promptly notify the Indemnifying Party of a such claim for indemnification pursuant or demand, specifying the nature of such claim or demand and the amount or the estimated amount thereof to Article XII or Article XIII the extent then feasible (which estimate shall not be conclusive of the Merger Agreement final amount of such claim and demand) (each, a “Claim” and each such notice, a the “Claim Notice”); provided, Parent shall also send a copy that, the failure of any Indemnitee to give such notice to the Escrow Agent, which notice shall include a certification by Parent that a copy of such notice has been delivered to Seller. Without limiting the Merger Agreement, each Claim Notice shall set forth the aggregate amount not waive any rights of the Damages (as defined in the Merger Agreement) claimed by Parent or an estimate thereof Indemnitee under this Article VIII, except to the extent that the rights of the Indemnified Party are actually materially prejudiced thereby. The Indemnifying Party shall then known have ten (10) Business Days from the personal delivery or mailing of the Claim Notice (the “Indemnity Claim AmountNotice Period”). If Seller desires ) to dispute such Claim, Seller shall deliver to Parent and notify the Escrow Agent Indemnitee (which notice i) whether or not it disputes its liability to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following receipt by Seller of the applicable Claim Notice. If Seller timely delivers a Dispute Notice to Parent and the Escrow Agent regarding an applicable Claim, the Escrow Agent shall make payment Indemnitee hereunder with respect to such claim or demand and (ii) notwithstanding any such dispute, whether or not it desires, at its sole cost and expense, to defend the Indemnitee against such claim or demand. (i) If the Indemnifying Party disputes its liability with respect to such claim or demand or the amount thereof (whether or not the Indemnifying Party desires to defend the Indemnitee against such claim or demand as provided in paragraphs (ii) and (iii) below), such claim or demand shall not be settled without the prior written consent of the Indemnitee. (ii) In the event that the Indemnifying Party notifies the Indemnitee within the Notice Period that it desires to defend the Indemnitee against such claim or demand, then, except as hereinafter provided, the Indemnifying Party shall have the right to defend the Indemnitee by appropriate proceedings, which proceedings shall be promptly settled or prosecuted by it to a final conclusion; provided, however, the Indemnifying Party shall not, without the prior written consent of the Indemnitee, consent to the entry of any judgment against the Indemnitee or enter into any settlement or compromise which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnitee of a release, in form and substance reasonably satisfactory to the Indemnitee, from all liability in respect of such claim or litigation. If any Indemnitee desires to participate in, but not control, any such defense or settlement, it may do so at its sole cost and expense. If, in the case of any claim or demand against both the Indemnifying Party and the Indemnitee, the applicable standards of professional conduct on any significant issue between the Indemnifying Party and the Indemnitee exists with respect to such claim, then the Indemnitee shall have the right to engage separate counsel the costs and expenses of which shall be included as Indemnified Damages. (iii) If the Indemnifying Party elects not to defend the Indemnitee against such claim or demand, whether by not giving the Indemnitee timely notice as provided above or otherwise, then the Indemnitee shall be entitled to control the defense or settlement of any such claim or demand; provided, however, that the Indemnitee shall not consent to the entry of any judgment against the Indemnitee or settle or compromise any such claim or demand which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnifying Party of a release from all liability in respect of such claim or litigation without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld. (iv) In the event an Indemnitee should have a claim against the Indemnifying Party hereunder that does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnitee shall promptly send a Claim only in accordance Notice with Joint Instructions delivered respect to such claim to the Indemnifying Party. If the Indemnifying Party does not notify the Indemnitee within the Notice Period that it disputes such claim, the amount of such claim shall be conclusively deemed a liability of the Indemnifying Party hereunder. (b) Any payment made to or on behalf of a party pursuant to Section 3.1 8.1 shall be treated by NFP, the Company and the Holders for federal income tax purposes as an adjustment to the Merger Consideration, and NFP, the Company and the Holders agree not to take any position inconsistent therewith, unless a final determination (which shall include the execution of a Form 870 AD or a Final Order and Legal Opinion delivered successor form) with respect to the Indemnified Parties causes any such payment not to constitute an adjustment to the Merger Consideration for federal income tax purposes. (c) The amount any Indemnifying Party is or may be required to pay to any Indemnitee pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received by the Escrow Agent within such 30-day period, then the Indemnity Claim Amount as set forth in the applicable Claim Notice this Article VIII shall be deemed established for purposes of this Agreement and the Merger Agreement andreduced (retroactively, if necessary) by any tax benefits actually recovered by or on the first (1st) Business Day after the expiration behalf of such 30-day period, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only to the extent of) the Escrowed Funds; provided, that before making such payment to Parent, Escrow Agent shall have received from Parent written notice that such thirty (30) calendar day period has elapsed and that Parent has not received a Dispute Notice from Seller. The Escrow Agent shall not inquire into or consider whether a Claim or Claim Notice complies with the requirements Indemnitee in reduction of the Merger Agreementrelated Indemnified Damages.

Claims for Indemnification. If Parent delivers (i) In the event any Indemnified Party incurs or reasonably expects to Seller incur Damages that do not involve a notice Third-Party Claim, but for which an Indemnifying Party is or may be required to provide indemnification under this Agreement, the Indemnified Party shall, as promptly as reasonably practical following its discovery of the matter giving rise to such Damages, transmit to the Indemnifying Party a claim Claim Notice describing in reasonable detail the nature of the Damages and the basis of the Indemnified Party’s request for indemnification pursuant under this Agreement; provided, however, that failure to Article XII or Article XIII timely provide such Claim Notice shall not affect the right of the Merger Agreement Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party is prejudiced by such delay or omission. (each, a “Claim” and each such notice, a “ii) In the event that the Indemnifying Party disputes the validity or scope of any claim (including the Damages) set forth in the Claim Notice”), Parent shall also send the Indemnifying Party may object to all or any portion of the claims set forth in a copy of such Claims Notice by delivering written notice to the Escrow AgentIndemnified Party (an “Indemnification Objection Notice”) by 5:00 p.m., which notice shall include a certification by Parent Pacific Time, on the date that a copy is the tenth (10th) Business Day after delivery of such notice has been delivered to Sellerthe Claims Notice (the “Objection Dispute Deadline”). Without limiting the Merger Agreement, each Claim Such Indemnification Objection Notice shall describe the grounds for such objection in reasonable detail and set forth the aggregate amount portion of the Damages claim (as defined in including the Merger AgreementDamages) claimed by Parent being disputed or an estimate thereof to that the extent then known entire claim (including the Damages) is being disputed (such disputed amount, the “Indemnity Claim Disputed Amount”). If Seller desires the Indemnifying Party fails to dispute such Claim, Seller shall deliver to Parent and the Escrow Agent (which notice an Indemnification Objection Notice prior to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following receipt by Seller expiration of the applicable Claim Objection Dispute Deadline, the Indemnifying Party will be deemed to have irrevocably acknowledged that the Indemnified Party is entitled to indemnification under this Article VIII for the Damages arising from such Claims Notice. If Seller timely delivers an Indemnification Objection Notice was delivered to the Indemnified Party prior to the Objection Dispute Deadline, but the objections set forth in such Indemnification Objection Notice pertain only to a Dispute Notice to Parent and portion of the Escrow Agent regarding an applicable ClaimDamages claimed in the Claims Notice, the Escrow Agent shall make payment with respect Indemnifying Party will be deemed to have irrevocably acknowledged that the Indemnified Party is entitled to indemnification under this Article VIII for the portion of such Claim only Damages arising from such Claims Notice that were not objected to in such Indemnification Objection Notice. (iii) For a period of fifteen (15) Business Days after the Indemnifying Party’s delivery of the Indemnification Objection Notice in accordance with Joint Instructions delivered pursuant Section 8.4(b)(ii), the Indemnifying Party and the Indemnified Party shall attempt in good faith to Section 3.1 or resolve any claim for indemnification to which an Indemnification Objection Notice was provided. If such Parties are able to resolve any such claim for indemnification, they shall prepare and sign a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicablememorandum setting forth such agreement. If no Dispute Notice is received by such resolution can be reached, either the Escrow Agent within such 30-day period, then Buyer or the Indemnity Claim Amount as set forth in the applicable Claim Notice shall be deemed established for purposes of this Agreement and the Merger Agreement and, on the first (1st) Business Day after the expiration of such 30-day period, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only to the extent of) the Escrowed Funds; provided, that before making such payment to Parent, Escrow Agent shall have received from Parent written notice that such thirty (30) calendar day period has elapsed and that Parent has not received a Dispute Notice from Seller. The Escrow Agent shall not inquire into or consider whether a Claim or Claim Notice complies with the requirements Company may demand arbitration of the Merger Agreementmatter in accordance with Section 10.11.

Claims for Indemnification. If Parent delivers (A) Whenever any claim shall arise for indemnification under this Section 12, the indemnified party shall describe such claim in a Notice of Claim to Seller the other party and, when known, specify the facts constituting the basis for such claim and the amount or an estimate of the amount of such claim. Each Notice of Claim shall (A) be signed by the indemnified party, (B) contain a description of the claim, (C) specify the amount of such claim, and (D) state that, in the opinion of the signer thereof, such Notice of Claim is valid under the terms of Section 12 hereof, and is being given in good faith. (B) The indemnified party shall give the other party prompt notice of a any claim for indemnification pursuant hereunder resulting from, or in connection with, any claim or Third-Party Claim and, with respect to Article XII any Third-Party Claim, the indemnified party shall undertake the defense thereof by representatives reasonably satisfactory to the indemnified party and the other partie(s) hereto. The indemnified party shall not have the right to settle or Article XIII compromise or enter into any binding agreement to settle or compromise, or consent to entry of any judgment arising from, any such claim or proceeding in its sole discretion without the prior written consent of the Merger Agreement (eachother party. Each party shall have the right to participate in any such defense of a Third-Party Claim with advisory counsel of its own choosing at its own expense. In the event the indemnified party, within a “reasonable time after notice of any Third-Party Claim” and each such notice, a “Claim Notice”)fails to defend, Parent the other party shall also send a copy have the right to undertake the defense, compromise or settlement of such notice to Third-Party Claim on behalf of, and for the Escrow Agentaccount of, which notice shall include a certification by Parent that a copy 2TM, GTW or LF, at the expense and risk of such notice has been delivered to Seller. Without limiting the Merger Agreement, each Claim Notice shall set forth the aggregate amount of the Damages (as defined in the Merger Agreement) claimed by Parent or an estimate thereof all parties to the extent then known (the “Indemnity Claim Amount”). If Seller desires to dispute such Claim, Seller shall deliver to Parent and the Escrow Agent (which notice to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following receipt by Seller of the applicable Claim Notice. If Seller timely delivers a Dispute Notice to Parent and the Escrow Agent regarding an applicable Claim, the Escrow Agent shall make payment with respect to such Claim only in accordance with Joint Instructions delivered pursuant to Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received by the Escrow Agent within such 30-day period, then the Indemnity Claim Amount as their liability set forth in Section 12. No party shall, without the applicable indemnified party's written consent, settle or compromise any such Third-Party Claim Notice shall be deemed established for purposes or consent to entry of this Agreement and any judgment that does not include, as an unconditional term thereof, the Merger Agreement andgiving by the claimant or the plaintiff to the indemnified party, on or affiliate or affiliates, as the first (1st) Business Day after the expiration case may be, an unconditional release from all liability in respect of such 30Third-day period, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only to the extent of) the Escrowed Funds; provided, that before making such payment to Parent, Escrow Agent shall have received from Parent written notice that such thirty (30) calendar day period has elapsed and that Parent has not received a Dispute Notice from Seller. The Escrow Agent shall not inquire into or consider whether a Claim or Claim Notice complies with the requirements of the Merger AgreementParty Claim.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder, the party seeking indemnification (the "Indemnified Party") shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the case of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings of a third party, the notice to the Indemnifying Party 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 shall not be unreasonably withheld. If Parent delivers the Indemnifying Party is of the opinion that the Indemnified Party is not entitled to Seller indemnification, or is not entitled to indemnification in the amount claimed in such notice, it shall deliver, within twenty (20) days after the receipt of such notice, a written objection to such claim and written specifications in reasonable detail of the aspects or details objected to, and the grounds for such objection. If the Indemnifying Party shall file timely written notice of objection to any claim for indemnification, the validity and amount of such claim shall be determined by arbitration pursuant to Section 9.12 hereof. If timely notice of a claim for indemnification pursuant is given by the Indemnified Party or if objection is not delivered or if a claim by an Indemnified Party is admitted in writing by an Indemnifying Party or if an arbitration award is made in favor of an Indemnified Party, the Indemnified Party, as a non-exclusive remedy, shall have the right to Article XII or Article XIII of set-off the Merger Agreement (each, a “Claim” and each such notice, a “Claim Notice”), Parent shall also send a copy amount of such notice claim or award against any amount yet owed, whether due or to become due, by the Indemnified Party or any subsidiary thereof under this Agreement or any agreement or arrangement or contract to be entered into in connection herewith, including without limitation, any payments under the Escrow Agent, which notice shall include a certification by Parent that a copy of such notice has been delivered to Seller. Without limiting the Merger Agreement, each Claim Notice shall set forth the aggregate amount of the Damages (as defined in the Merger Agreement) claimed by Parent or an estimate thereof to the extent then known (the “Indemnity Claim Amount”). If Seller desires to dispute such Claim, Seller shall deliver to Parent and the Escrow Agent (which notice to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following receipt by Seller of the applicable Claim Notice. If Seller timely delivers a Dispute Notice to Parent and the Escrow Agent regarding an applicable Claim, the Escrow Agent shall make payment with respect to such Claim only in accordance with Joint Instructions delivered pursuant to Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received by the Escrow Agent within such 30-day period, then the Indemnity Claim Amount as set forth in the applicable Claim Notice shall be deemed established for purposes of this Agreement and the Merger Agreement and, on the first (1st) Business Day after the expiration of such 30-day period, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only to the extent of) the Escrowed Funds; provided, that before making such payment to Parent, Escrow Agent shall have received from Parent written notice that such thirty (30) calendar day period has elapsed and that Parent has not received a Dispute Notice from Seller. The Escrow Agent shall not inquire into or consider whether a Claim or Claim Notice complies with the requirements of the Merger Agreement.

Claims for Indemnification. If Parent delivers to Seller Promptly after receipt by any indemnified person of a notice of a claim for indemnification or the beginning of any action in respect of which indemnity is to be sought against an indemnifying person pursuant to Article XII this Section 8, such indemnified person shall notify the indemnifying person in writing of such claim or Article XIII of the Merger Agreement (each, a “Claim” and each such notice, a “Claim Notice”), Parent shall also send a copy commencement of such notice action, but the omission to so notify the Escrow Agent, indemnifying person will not relieve it from any liability which notice shall include a certification by Parent that a copy of such notice has been delivered it may have to Seller. Without limiting the Merger Agreement, each Claim Notice shall set forth the aggregate amount of the Damages any indemnified person under this Section 8 (as defined in the Merger Agreement) claimed by Parent or an estimate thereof except to the extent that such omission materially and adversely affects the indemnifying person’s ability to defend such action) or from any liability otherwise than under this Section 8. Subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified person, the indemnifying person shall be entitled to participate therein, and, to the extent that it shall elect by written notice delivered to the indemnified person promptly after receiving the aforesaid notice from such indemnified person, shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to such indemnified person. After notice from the indemnifying person to such indemnified person of its election to assume the defense thereof, such indemnifying person shall not be liable to such indemnified person for any legal expenses subsequently incurred by such indemnified person in connection with the defense thereof, provided, however, that if there exists or shall exist a conflict of interest that would make it inappropriate, in the opinion of counsel to the indemnified person, for the same counsel to represent both the indemnified person and such indemnifying person or any affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, however, that no indemnifying person shall be responsible for the fees and expenses of more than one separate counsel (together with appropriate local counsel) for all indemnified parties. In no event shall any indemnifying person be liable in respect of any amounts paid in settlement of any action unless the indemnifying person shall have approved the terms of such settlement; provided that such consent shall not be unreasonably withheld. No indemnifying person shall, without the prior written consent of the indemnified person, effect any settlement of any pending or threatened proceeding in respect of which any indemnified person is or could have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes an unconditional release of such indemnified person from all liability on claims that are the subject matter of such proceeding. (a) If the indemnification provided for in this Section 8 is unavailable to or insufficient to hold harmless an indemnified person under subsection 8.1 or 8.2 above in respect of any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to therein, then known each indemnifying person shall contribute to the amount paid or payable by such indemnified person as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the “Indemnity Claim Amount”relative fault of the Issuer on the one hand and the Purchaser(s) on the other in connection with the statements or omissions or other matters which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, in the case of an untrue statement, whether the untrue statement relates to information supplied by the Issuer on the one hand or the Purchaser(s) on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement. The Issuer and the Purchasers agree that it would not be just and equitable if contribution pursuant to this subsection 8.3(a) were determined by pro rata allocation (even if the Purchasers were treated as one entity for such purpose) or by any other method of allocation which does not take into account the equitable considerations referred to above in this subsection 8.3(a). If Seller desires to dispute such Claim, Seller shall deliver to Parent and the Escrow Agent (which notice to the Escrow Agent shall include The amount paid or payable by an indemnified person as a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following receipt by Seller result of the applicable Claim Notice. If Seller timely delivers a Dispute Notice losses, claims, damages or liabilities (or actions in respect thereof) referred to Parent and the Escrow Agent regarding an applicable Claim, the Escrow Agent shall make payment with respect to such Claim only above in accordance with Joint Instructions delivered pursuant to Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received by the Escrow Agent within such 30-day period, then the Indemnity Claim Amount as set forth in the applicable Claim Notice this subsection 8.3(a) shall be deemed established for purposes to include any legal or other expenses reasonably incurred by such indemnified person in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection 8.3(a), a Purchaser shall not be required to contribute any amount in excess of the amount by which the net amount received by such Purchaser from the sale of the Purchased Securities to which such loss relates exceeds the amount of any damages which such Purchaser has otherwise been required to pay by reason of such untrue statement. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Each Purchaser’s obligations in this subsection to contribute shall be in proportion to its sale of Purchased Securities to which such loss relates and shall not be joint with any other Selling Stockholders. (b) The parties to this Agreement hereby acknowledge that they are sophisticated business persons who were represented by counsel during the negotiations regarding the provisions hereof including, without limitation, the provisions of this Section 8, and are fully informed regarding said provisions. The parties are advised that federal or state public policy as interpreted by the courts in certain jurisdictions may be contrary to certain of the provisions of this Section 8, and the Merger Agreement and, on the first (1st) Business Day after the expiration of parties hereto hereby expressly waive and relinquish any right or ability to assert such 30-day period, the Escrow Agent shall pay public policy as a defense to Parent (or Parent’s designee) a claim under this Section 8 and further agree not to attempt to assert any such Indemnity Claim Amount from (and only to the extent of) the Escrowed Funds; provided, that before making such payment to Parent, Escrow Agent shall have received from Parent written notice that such thirty (30) calendar day period has elapsed and that Parent has not received a Dispute Notice from Seller. The Escrow Agent shall not inquire into or consider whether a Claim or Claim Notice complies with the requirements of the Merger Agreementdefense.

Claims for Indemnification. If Parent delivers to Seller a notice Whenever any claim shall arise for indemnification under this Section 10, the Buyer or the Company, as the case may be, seeking indemnification (the "Indemnified Party"), shall promptly notify the Stockholders' Representative of a the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification pursuant to Article XII hereunder resulting from or Article XIII in connection with any claim or legal proceedings by a third party, the notice shall specify, if known, the amount or an estimate of the Merger Agreement (eachamount 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, a “Claim” which shall not be unreasonably withheld or delayed, of the Stockholders' Representative, who shall have the power and each such noticeauthority to bind all of the Stockholders; provided, a “Claim Notice”)however, Parent that if suit shall also send a copy have been instituted against the Indemnified Party and the Stockholders' Representative shall not have taken control of such suit after notification thereof as provided in Subsection 10.03 of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim upon giving notice to the Escrow Agent, which notice Stockholders' Representative as provided in Subsection 10.03. Any amount recoverable hereunder shall include a certification by Parent that a copy of such notice has been delivered to Seller. Without limiting be the Merger Agreement, each Claim Notice shall set forth the aggregate net amount of loss suffered after taking into account any benefits which the Damages (as defined in the Merger Agreement) claimed by Parent or an estimate thereof Indemnified Party may otherwise enjoy relating to the extent then known (circumstances giving rise to such claim. Notwithstanding the “Indemnity Claim Amount”). If Seller desires to dispute such Claimforegoing, Seller shall deliver not be obligated to Parent indemnify and hold the Escrow Agent Buyer harmless for any such loss, liability, damage, or expense unless (which notice to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following receipt by Seller of the applicable Claim Notice. If Seller timely delivers a Dispute Notice to Parent and the Escrow Agent regarding an applicable Claim, the Escrow Agent shall make payment with respect to such Claim only in accordance with Joint Instructions delivered pursuant to Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received by the Escrow Agent within such 30-day period, then the Indemnity Claim Amount as set forth in the applicable Claim Notice shall be deemed established for purposes of this Agreement and the Merger Agreement and, on the first (1st) Business Day after the expiration of such 30-day period, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only to the extent ofi) the Escrowed Funds; providedamount for which indemnity would otherwise be due for any single item of loss, that before making liability, damage or expense exceeds Twenty-Five Thousand Dollars ($25,000), or (ii) the total of all amounts for which indemnity would otherwise be due for all such payment to Parent, Escrow Agent shall have received from Parent written notice that such thirty single items exceeds One Hundred Thousand Dollars (30) calendar day period has elapsed and that Parent has not received a Dispute Notice from Seller. The Escrow Agent shall not inquire into or consider whether a Claim or Claim Notice complies with the requirements of the Merger Agreement$100,000).

Claims for Indemnification. If Parent delivers The representations, warranties, covenants and agreements in this Agreement shall survive the Closing subject to Seller the limitations set forth herein and shall not be affected by any investigation made by the parties hereto prior to the date hereof or the Closing Date. The party seeking indemnification (the "Indemnified Party") shall give the party from whom indemnification is sought (the "Indemnifying Party") a written notice ("Notice of a claim for indemnification pursuant to Article XII or Article XIII Claim") within sixty (60) days of the Merger Agreement (eachdiscovery of any Cost in respect of which the right to indemnification contained in this Article 8 may be claimed; PROVIDED, a “Claim” and each such noticeHOWEVER, a “Claim Notice”), Parent shall also send a copy of that the failure to give such notice to the Escrow Agent, which notice within such sixty (60) day period shall include a certification by Parent that a copy of such notice has been delivered to Seller. Without limiting the Merger Agreement, each Claim Notice shall set forth the aggregate amount of the Damages (as defined not result in the Merger Agreement) claimed by Parent waiver or an estimate thereof loss of any right to the extent then known (the “Indemnity Claim Amount”). If Seller desires to dispute bring such Claimclaim hereunder after such period unless, Seller shall deliver to Parent and the Escrow Agent (which notice to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following receipt by Seller of the applicable Claim Notice. If Seller timely delivers a Dispute Notice to Parent and the Escrow Agent regarding an applicable Claim, the Escrow Agent shall make payment with respect to such Claim only in accordance with Joint Instructions delivered pursuant to Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received by the Escrow Agent within such 30-day period, then the Indemnity Claim Amount as set forth in the applicable Claim Notice shall be deemed established for purposes of this Agreement and the Merger Agreement and, on the first (1st) Business Day after the expiration of such 30-day period, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only to the extent of) that, the Escrowed Funds; provided, that before making Indemnifying Party is actually prejudiced by such payment to Parent, Escrow Agent failure. A party shall have received from Parent written notice 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 such thirty is twelve (3012) calendar day period has elapsed months after the Closing Date. Any Notice of Claim shall set forth the representations, warranties, covenants and that Parent has not received a Dispute Notice from Seller. The Escrow Agent shall not inquire into agreements with respect to which the claim is made, the specific facts giving rise to an alleged basis for the claim and the amount of Cost asserted or consider whether a Claim or Claim Notice complies with the requirements anticipated to be asserted by reason of the Merger claim. For purposes of this Agreement, (a) a Notice of Claim given to the 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 the Minority Selling Group Representative shall be deemed given to all the members of the Selling Group and (d) a Notice of Claim given to any of Purchaser, Vidor or Newco shall be deemed given to all such entities, and may be given by either Selling Group Representative or the Company.

Claims for Indemnification. If Parent delivers The representations, warranties, covenants and agreements in this Agreement shall survive the Closing subject to Seller the limitations set forth in Section 7.14 herein and shall not be affected by any investigation made by the parties hereto prior to the date hereof or the Closing Date. The Party seeking indemnification (the "INDEMNIFIED PARTY") shall give the 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 or expense in respect of which the right to indemnification contained in this Article 10 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 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, the Indemnified Party may give written notice (a "NOTICE OF POSSIBLE CLAIM") of such claim to the 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 claim for indemnification pursuant to Article XII representation or Article XIII warranty, unless a Notice of Claim or Notice of Possible Claim therefor is delivered by the Merger Agreement (each, a “Claim” and each such notice, a “Claim Notice”), Parent shall also send a copy of such notice Indemnified Party prior to the Escrow Agent, which notice shall include a certification by Parent that a copy of such notice has been delivered to Seller. Without limiting the Merger Agreement, each Claim Notice shall set forth the aggregate amount of the Damages Determination Date (as defined in the Merger Escrow Agreement) claimed by Parent ); provided, however, that the limitations set forth in this Section 10.3 shall not apply to liability under this Article 10 for any intentional breach of a representation or an estimate thereof to warranty in this Agreement. Any Notice of Claim or Notice of Possible Claim shall set forth the extent then known (the “Indemnity Claim Amount”). If Seller desires to dispute such Claimrepresentations, Seller shall deliver to Parent warranties, covenants and the Escrow Agent (which notice to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following receipt by Seller of the applicable Claim Notice. If Seller timely delivers a Dispute Notice to Parent and the Escrow Agent regarding an applicable Claim, the Escrow Agent shall make payment agreements with respect to such Claim only in accordance with Joint Instructions delivered pursuant which the claim is made, the specific facts giving rise to Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received by an alleged basis for the Escrow Agent within such 30-day period, then the Indemnity Claim Amount as set forth in the applicable Claim Notice shall be deemed established for purposes of this Agreement claim and the Merger Agreement and, on the first (1st) Business Day after the expiration amount of such 30-day period, the Escrow Agent shall pay liability asserted or anticipated to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only to the extent of) the Escrowed Funds; provided, that before making such payment to Parent, Escrow Agent shall have received from Parent written notice that such thirty (30) calendar day period has elapsed and that Parent has not received a Dispute Notice from Seller. The Escrow Agent shall not inquire into or consider whether a Claim or Claim Notice complies with the requirements be asserted by reason of the Merger Agreementclaim.

Claims for Indemnification. If Parent delivers to Seller a notice (1) During the period of a claim time commencing on the Closing Date and terminating on the first anniversary thereof (the "Escrow Period"), Vertel or any of its Indemnified Persons (each, an "Indemnified Party") may make claims ----------------- from the Escrow Fund for indemnification pursuant to Article XII or any Losses in accordance with Article XIII of the Merger Agreement (eachPurchase Agreement; provided, a “Claim” and each such noticehowever, a “Claim Notice”), Parent that any claims made by any of Vertel's -------- ------- Indemnified Persons shall also send a copy be made by Vertel on behalf of such notice Indemnified Person (at the expense of such Indemnified Person who shall advance such expenses if requested by Vertel) and any proceeds of any such claim received by Vertel hereunder shall be forwarded promptly by Vertel to such Indemnified Person. (2) In the event an Indemnified Party has an undisputed claim against the Holders, Vertel shall provide the Depository Agent and Trigon (all references to Trigon in this Section 2(e) shall become references to the Escrow Agent, which Indemnification Committee after the Distribution) with written notice shall include a certification by Parent that a copy of such notice has been delivered to Sellerclaim (the "Notice"). Without limiting the Merger Agreement, each Claim The Notice shall set forth the aggregate amount information required by ------ Section 13.4 of the Damages Purchase Agreement, including, without limitation, a calculation (as defined in the Merger Agreement) claimed by Parent or an estimate thereof to the extent then known (the “Indemnity Claim Amount”). If Seller desires to dispute such Claim, Seller shall deliver to Parent and the Escrow Agent (which notice to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following receipt by Seller of the applicable Claim Notice. If Seller timely delivers a Dispute Notice to Parent and the Escrow Agent regarding an applicable Claim, the Escrow Agent shall make payment with respect to such Claim only in accordance with Joint Instructions delivered pursuant Section 13.3 of the Purchase Agreement) of the number of Escrow Shares to Section 3.1 or a Final Order be released to Vertel in satisfaction of the claim described in such Notice and Legal Opinion delivered pursuant an allocation of those Escrow Shares among the Accounts. Trigon shall have 45 days from the date of such Notice to Section 3.2. Escrow provide the Depository Agent shall conclusively presume that any Claim Notice or with written notice of its denial of such claim (the "Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable------- Notice"). If no Dispute Notice is received by the Escrow Agent within such 30-day period, then the Indemnity Claim Amount as set forth in the applicable Claim Notice shall be deemed established for purposes of this Agreement and the Merger Agreement and, on the first (1st) Business Day after the expiration of such 3045-day period, the Escrow ------ Depository Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (notify Vertel and only Vertel shall deliver to the extent ofDepository Agent for deposit into the Escrow Fund, replacement certificate(s) representing the Escrowed Funds; providedappropriate number of Escrow Shares to be retained in the Escrow Fund after payment of the noticed claim ("Replacement Certificates"). Upon receipt of the Replacement ------------------------ Certificates, that before making such payment to Parent, Escrow the Depositary Agent shall release all of the Escrow Shares then in its possession to Vertel, together with one Stock Assignment from each Holder. (3) In the event the parties have received come to an agreement regarding an initially disputed claim, Vertel and Trigon shall sign and furnish the Depository Agent with a claim memorandum (a "Claim Memorandum") setting forth ---------------- the number of Escrow Shares to be released to Vertel in satisfaction of the claim and an allocation of those Escrow Shares among the Accounts. As soon as practicable after delivery of the Claim Memorandum, Vertel shall deliver to the Depository Agent for deposit into the Escrow Fund, Replacement Certificates. Upon receipt of the Replacement Certificates, the Depositary Agent shall release the Escrow Shares then in its possession to Vertel, together with one Stock Assignment from Parent each Holder. (4) If no such agreement can be reached after good faith negotiation, either Vertel or Trigon may, by written notice that to the other, demand arbitration of the matter unless the amount of the damage or loss is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such thirty amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitrators. Within fifteen (3015) calendar day period has elapsed days after such written notice is sent, Vertel (on the one hand) and that Parent has not received Trigon (on the other hand) shall each select one arbitrator, and the two arbitrators so selected shall select a Dispute Notice from Sellerthird arbitrator. The decision of the arbitrators as to the validity and amount of any claim shall be binding and conclusive upon the parties to this Agreement. If the arbitrators ruling is that the disputed claim is valid, Vertel and Trigon shall sign and furnish the Depository Agent with a Claim Memorandum with a copy of the arbitrators ruling attached setting forth the number of Escrow Shares to be released to Vertel in satisfaction of the claim and an allocation of those Escrow Shares among the Accounts. As soon as practicable after delivery of the Claim Memorandum, Vertel shall deliver to the Depository Agent for deposit into the Escrow Fund, Replacement Certificates. Upon receipt of the Replacement Certificates, the Depositary Agent shall not inquire into or consider whether release the Escrow Shares then in its possession to Vertel, together with one Stock Assignment from each Holder. (5) Whenever Replacement Certificates are required by the terms of this Section 2(e) to be delivered by Vertel to the Depository Agent, such Replacement Certificates shall be issued in the name of each Holder, in a Claim or Claim Notice complies denomination in proportion to such Holder's Percentage Interest, rounded to whole numbers in accordance with written instructions from Trigon such that the requirements total number of shares represented by the Replacement Certificates equals the number of Escrow Shares remaining in the Escrow Fund after satisfaction of a claim by an Indemnified Party under this Section 2(e). If Trigon fails to provide written instructions with respect to the foregoing rounding calculations within 14 days after delivery to it of a written request from Vertel therefor, then Vertel may calculate the denominations of the Merger AgreementReplacement Certificates (rounding down to the nearest whole number).

Claims for Indemnification. If Parent delivers All claims for indemnification by the Indemnitees will be asserted and resolved in accordance with the terms of this ARTICLE VIII (Indemnification). (a) To seek indemnification pursuant to Seller this ARTICLE VIII (Indemnification), an Indemnitee will promptly notify the applicable indemnitor (as applicable, the “Indemnitor”) in writing of the claim, describing the claim in reasonable detail and the amount, or a notice reasonable estimation of such amount made in good faith based on the facts known at the time and not on a purely speculative basis, of Losses suffered or to be suffered by the Indemnitee pursuant to the claim (the “Claims Notice”); provided, that a failure of any Indemnitee to promptly notify the Indemnitor of a claim will not relieve the Indemnitor from liability for such claim, except and only to the extent that the Indemnitor actually and materially was prejudiced by such delay. If the Indemnitor does not notify the Indemnitee in writing within twenty (20) days from its receipt of such Claims Notice that the Indemnitor disputes such claim, the Indemnitor will be deemed to have accepted and agreed to indemnify the Indemnitee from and against the entirety of any Losses described in such Claims Notice. If the Indemnitor has delivered such an indemnity dispute notice to the Indemnitee, the Indemnitor and the Indemnitee will proceed in good faith to negotiate a resolution to such dispute. (b) With respect to any claim for indemnification pursuant to Article XII or Article XIII this ARTICLE VIII (Indemnification) that does not involve a Third-Party Claim, each of the Merger Agreement (each, a “Claim” Indemnitee and each such notice, a “Claim Notice”), Parent shall also send a copy Indemnitor will reasonably cooperate and assist the other in determining the validity of such notice to the Escrow Agent, which notice shall include a certification by Parent that a copy of claim and in otherwise resolving such notice has been delivered to Seller. Without limiting the Merger Agreement, each Claim Notice shall set forth the aggregate amount of the Damages (as defined in the Merger Agreement) claimed by Parent or an estimate thereof to the extent then known (the “Indemnity Claim Amount”). If Seller desires to dispute such Claim, Seller shall deliver to Parent and the Escrow Agent (which notice to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following receipt by Seller of the applicable Claim Notice. If Seller timely delivers a Dispute Notice to Parent and the Escrow Agent regarding an applicable Claim, the Escrow Agent shall make payment with respect to such Claim only in accordance with Joint Instructions delivered pursuant to Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received by the Escrow Agent within such 30-day period, then the Indemnity Claim Amount as set forth in the applicable Claim Notice shall be deemed established for purposes of this Agreement and the Merger Agreement and, on the first (1st) Business Day after the expiration of such 30-day period, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only to the extent of) the Escrowed Fundsclaim; provided, that before making no Person will be required by this clause to disclose any confidential information or take any action that would reasonably be expected, at the advice of counsel, to waive or limit any attorney-client or other similar privilege. (c) With respect to any claim for indemnification pursuant to this ARTICLE VIII (Indemnification) that does involve a Third-Party Claim, the Indemnitor will have twenty (20) days from the date on which the Indemnitor received the Claims Notice to notify the Indemnitee in writing that the Indemnitor desires to assume and to assume, the negotiation, defense or prosecution of the Third-Party Claim, with counsel of its choice. Should the Indemnitor so assume the negotiation, defense or prosecution of a Third-Party Claim, then so long as it diligently conducts such payment negotiation, defense or prosecution, the Indemnitor will not be liable to Parent, Escrow Agent shall have received from Parent written notice that such thirty (30) calendar day period has elapsed and that Parent has not received a Dispute Notice from Seller. The Escrow Agent shall not inquire into or consider whether a Claim or Claim Notice complies the Indemnitee for legal expenses subsequently incurred by the Indemnitee in connection with the requirements negotiation, defense or prosecution thereof, unless the Indemnitee reasonably determines, upon the advice of external counsel for the Indemnitee, that the Third- Party Claim involves potential conflicts of interest or substantially different defenses for the Indemnitee and the Indemnitor, in which case the Indemnitor will be liable to the Indemnitee for the reasonable expenses of one counsel for the Indemnitee. Notwithstanding the foregoing, the Indemnitor will not be entitled assume the defense of any Third-Party Claim (i) to the extent such claim alleges a violation of criminal law or seeks non-monetary relief; (ii) if the defense thereof is not assumed within twenty (20) days after the date on which the Indemnitor received the Claims Notice or (iii) if the Indemnitor does not conduct the defense of the Merger AgreementThird-Party Claim with reasonable diligence. Should the Indemnitor so assume the negotiation, defense or prosecution of a Third-Party Claim, the Indemnitee (i) will have the right to participate in, but not control, the negotiation, defense or prosecution thereof and to employ counsel, at its own expense (except as provided in the immediately preceding sentence), separate from the counsel employed by the Indemnitor and (ii) will reasonably cooperate in the negotiation, defense or prosecution thereof, with such cooperation to include the retention and (upon the Indemnitor’s request and at the Indemnitor’s expense) the provision to the Indemnitor of records and information that are reasonably relevant to such Third-Party Claim and the use of reasonable efforts to make employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Should the Indemnitor not so assume the negotiation, defense or prosecution of a Third-Party Claim, the Indemnitee will be entitled to assume such negotiation, defense or prosecution at the Indemnitor’s cost and expense. Regardless of which Party controls the negotiation, defense or prosecution of a Third-Party Claim, such controlling Party will not admit any Liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the other Party’s prior written consent (which consent will not be unreasonably withheld, conditioned or delayed); provided, that if the Indemnitor assumes the negotiation, defense or prosecution of a Third-Party claim, the Indemnitor may pay, settle or compromise such Third-Party Claim without the written consent of the Indemnitee, so long as such payment, settlement or compromise (x) includes an unconditional release of the Indemnitee from all Losses in respect of such Third-Party Claim, (y) does not subject the Indemnitee to any criminal liability or injunctive relief or other equitable remedy and (z) does not include a statement or admission of fault, culpability or failure to act by or on behalf of the Indemnitee.

Claims for Indemnification. If Parent delivers In order to Seller a notice of a claim for seek indemnification pursuant to Article XII or Article XIII of the Merger Agreement (each, a “Claim” and each such notice, a “Claim Notice”)under Section 7.2, Parent shall also send a copy of such notice deliver an Officer’s Certificate to the Stockholder Representative and the Indemnification Escrow AgentAgent at any time on or before 11:59 p.m. (EST) on the Survival Date; provided, which notice shall include however, Parent may seek indemnification for a certification by Parent that breach of a copy of such notice has been delivered to Seller. Without limiting the Merger Agreement, each Claim Notice shall set forth the aggregate amount representation and warranty of the Damages (as defined Company contained in Section 2.2 and Section 2.11 hereof following the Merger Agreement) claimed expiration of the Indemnification Escrow Period by Parent or delivering an estimate thereof Officer’s Certificate to the extent then known (Stockholder Representative on or before the “Indemnity Claim Amount”)expiration of the applicable statute of limitations. If Seller desires Unless the Stockholder Representative shall have delivered an Objection Notice pursuant to dispute such ClaimSection 7.4(c) hereof, Seller shall deliver to Parent and the Escrow Agent (which notice to the Indemnification Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parentpromptly, and in no event later than the thirty-first (31st) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following day after its receipt by Seller of the applicable Claim Notice. If Seller timely delivers a Dispute Notice Officer’s Certificate, deliver to Parent and the Indemnified Party from the Indemnification Escrow Agent regarding Fund an applicable Claim, amount equal to the Escrow Agent shall make payment with respect to such Claim only in accordance with Joint Instructions delivered pursuant to Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received by the Escrow Agent within such 30-day period, then the Indemnity Claim Amount as Loss set forth in such Officer’s Certificate. Any payment from the applicable Claim Notice Indemnification Escrow Fund to Indemnified Parties shall be made in cash, and shall be deemed established to have been made pro rata amongst the Escrow Participants based on their respective Pro Rata Portions of the Indemnification Escrow Amount. For the purposes hereof, “Officer’s Certificate” shall mean a certificate signed by any officer of Parent: (1) stating that an Indemnified Party has paid, sustained, incurred, or properly accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses, and (2) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid, sustained, incurred, or properly accrued, or the basis for purposes of this Agreement such anticipated liability, and the Merger Agreement and, on the first (1st) Business Day after the expiration of such 30-day period, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only to the extent of) the Escrowed Funds; provided, that before making such payment to Parent, Escrow Agent shall have received from Parent written notice that such thirty (30) calendar day period has elapsed and that Parent has not received a Dispute Notice from Seller. The Escrow Agent shall not inquire into or consider whether a Claim or Claim Notice complies with the requirements nature of the Merger Agreementmisrepresentation, breach of warranty or covenant to which such item is related.

Claims for Indemnification. If Parent delivers to Seller a notice Upon receipt by the Stockholder Representative and the Escrow Agent at any time on or before the last day of the Escrow Period (except as provided in Section 6 of this Escrow Agreement) of a certificate signed by any officer of [-----] (an “Officer’s Certificate”): (i) stating that an Indemnified Party has paid indemnifiable Losses that, on a aggregate basis with all prior Losses, exceed $[Amount], and SAMPLE (ii) specifying in reasonable detail the claiming Indemnified Party, each individual item of Losses included in the amount so stated, the date each such item was paid or incurred, the nature of the breach of representation or warranty or other claim for indemnification resulting in such indemnifiable Losses and the number of Indemnification Escrow Funds requested to be paid to [ ], the Escrow Agent shall, subject to the provisions of Sections 4(c) and (d) below, transfer to [ ] out of the Escrow Fund, within 30 days of receipt by the Escrow Agent of the Officer’s Certificate the number of Indemnification Escrow Funds set forth on such Officer’s Certificate, which shall have a value equal to the full amount of such indemnified Losses, which value shall be determined in accordance with subsection (iii) of this Section 4(b). Upon receipt of such Indemnification Escrow Funds, [-----] shall cancel such Indemnification Escrow Funds. (iii) For the purposes of determining the number of Indemnification Escrow Funds to be transferred to [-----] out of the Escrow Fund and cancelled by [-----] pursuant to Article XII or Article XIII subsection (ii) of the Merger Agreement (each, a “Claim” and each such notice, a “Claim Notice”this Section 4(b), Parent the Indemnification Escrow Funds shall also send a copy of such notice be valued according to the Escrow Agent, which notice shall include a certification by Parent that a copy of such notice has been delivered to Seller. Without limiting the Merger Agreement, each Claim Notice shall set forth the aggregate amount of the Damages Base Price (as defined in the Merger Agreement) claimed by Parent or an estimate thereof to the extent then known (the “Indemnity Claim Amount”). If Seller desires to dispute such Claim, Seller shall deliver to Parent and the Escrow Agent (which notice to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following receipt by Seller of the applicable Claim Notice. If Seller timely delivers a Dispute Notice to Parent and the Escrow Agent regarding an applicable Claim, the Escrow Agent shall make payment with respect to such Claim only in accordance with Joint Instructions delivered pursuant to Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received by the Escrow Agent within such 30-day period, then the Indemnity Claim Amount as set forth in the applicable Claim Notice shall be deemed established for purposes of this Agreement and the Merger Agreement and, on the first (1st) Business Day after the expiration of such 30-day period, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only to the extent of) the Escrowed Funds; provided, that before making such payment to Parent, Escrow Agent shall have received from Parent written notice that such thirty (30) calendar day period has elapsed and that Parent has not received a Dispute Notice from Seller. The Escrow Agent shall not inquire into have no duty or consider whether a Claim obligation to make any determination regarding the value of Indemnification Escrow Funds or Claim Notice complies regarding the number of Indemnification Escrow Funds that are necessary to be delivered to [ ]. (iv) If any Indemnification Escrow Funds are retained by the Escrow Agent or transferred to [ ] pursuant to any provisions of this Section 4, such Indemnification Escrow Funds shall be taken from the Escrow Fund in accordance with each Stockholder’s proportionate interest in the requirements Indemnification Escrow Funds, as determined pursuant to Section 3(a )(ii) of this Escrow Agreement. (v) Notwithstanding the foregoing, in the event that [-----] reasonably anticipates that an Indemnified Party will have to pay or incur indemnifiable Losses with respect to facts and circumstances existing on or before the Escrow Termination Date (as defined in Section [Number] of the Merger Agreement), [ ] shall deliver to both the Stockholder Representative and the Escrow Agent an Officer’s Certificate with respect to such anticipated liability, in accordance with the provisions of this subsection (b). That number of Indemnification Escrow Funds that, in the reasonable judgment of [ ], subject to the objection of the Stockholder Representative and the subsequent arbitration of the claim in accordance with Section 4(d) of this Escrow Agreement, would be necessary to satisfy a claim for indemnification with respect to such anticipated liability, if the Indemnified Party were to prevail in establishing its right to indemnification, shall remain in the Escrow Fund until such claim for indemnification shall have been resolved.

Claims for Indemnification. If Parent delivers In order to Seller a notice of a claim for seek indemnification pursuant to Article XII or Article XIII of the Merger Agreement (each, a “Claim” and each such notice, a “Claim Notice”)under Section 7.2 hereof, Parent shall also send a copy of such notice deliver an Officer’s Certificate to be received by the Escrow Agent, which notice shall include a certification by Parent that a copy of such notice has been delivered to Seller. Without limiting the Merger Agreement, each Claim Notice shall set forth the aggregate amount of the Damages (as defined in the Merger Agreement) claimed by Parent or an estimate thereof to the extent then known (the “Indemnity Claim Amount”). If Seller desires to dispute such Claim, Seller shall deliver to Parent Stockholder Representative and the Escrow Agent (which notice at any time on or before the last day of the Escrow Period; provided, however, Parent may seek indemnification for a breach of a representation and warranty of the Company contained in Section 2.2, Section 2.10, or Section 2.19 hereof following the expiration of the Escrow Period by delivering an Officer’s Certificate to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following receipt by Seller Stockholder Representative on or before the expiration of the applicable Claim Noticestatute of limitations. If Seller timely delivers a Dispute Unless the Stockholder Representative shall have delivered an Objection Notice pursuant to Parent and the Escrow Agent regarding an applicable ClaimSection 7.4(c) hereof, the Escrow Agent shall make promptly, and in no event later than the thirtieth (30th) day after its receipt of the Officer’s Certificate, deliver to the Indemnified Party from the Escrow Fund an amount equal to the Loss set forth in such Officer’s Certificate. Any payment with respect from the Escrow Fund to Indemnified Parties shall be made in Parent Common Stock (valuing each share of Parent Common Stock equal to the Signing Price) in the same proportions and shall be deemed to have been made pro rata amongst the Stockholders based on the aggregate amounts deposited into the Escrow Fund on each such Claim only Stockholder’s behalf. For the purposes hereof, “Officer’s Certificate” shall mean a certificate signed by any officer of Parent: (i) stating that an Indemnified Party has paid, sustained, incurred, or properly accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses, and (ii) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid, sustained, incurred, or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related. In the event that Parent shall deliver an Officer’s Certificate for Losses in excess of the available Escrow Fund (“Excess Losses”), any Earnout Consideration that may become payable pursuant to Article VIII hereof shall not be paid to the Exchange Agent to the extent that the Losses claimed in such Officer’s Certificate exceed the available Escrow Fund, until such claim contained in such Officer’s Certificate shall be resolved in accordance with Joint Instructions delivered pursuant to this Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received by the Escrow Agent within such 30-day period, then the Indemnity Claim Amount as set forth in the applicable Claim Notice shall be deemed established for purposes of this Agreement and the Merger Agreement and, on the first (1st) Business Day after the expiration of such 30-day period, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only to the extent of) the Escrowed Funds; provided, that before making such payment to Parent, Escrow Agent shall have received from Parent written notice that such thirty (30) calendar day period has elapsed and that Parent has not received a Dispute Notice from Seller. The Escrow Agent shall not inquire into or consider whether a Claim or Claim Notice complies with the requirements of the Merger Agreement7.4.

Claims for Indemnification. If Parent delivers (a) A Party seeking indemnification from the other hereunder (the "Indemnitee") shall give to Seller the party from which indemnification is sought (the "Indemnitor") written notice (a notice of a claim for indemnification pursuant to Article XII or Article XIII of the Merger Agreement (each, a “Claim” and each such notice, a “"Claim Notice”), Parent shall also send a copy ") of any claim which is subject to the indemnity obligations set forth in Section 3.2 with sufficient promptness so as not to prejudice the Indemnitor's interests in respect of such notice to the Escrow Agent, which notice shall include a certification by Parent that a copy claim and any obligation of such notice has been delivered to Sellerindemnity arising therefrom. Without limiting the Merger Agreement, each The Claim Notice shall set forth forth, to the aggregate best of the Indemnitee's knowledge, all facts and other information with respect to the claim, including without limitation the anticipated amount of Losses or reasonable estimate thereof. The failure to give prompt notice shall not affect the rights of the Indemnitee to indemnity hereunder, except to the extent that such failure either shall have materially prejudiced the Indemnitor in the defense of such claim or shall have materially increased the amount of the Damages obligation of the Indemnitor. (as defined in the Merger Agreementb) claimed The Indemnitor receiving a Claim Notice may object to such Claim Notice by Parent or an estimate thereof delivering written notice of such objection to the extent then known Indemnitee within fifteen (the “Indemnity Claim Amount”). If Seller desires to dispute such Claim, Seller shall deliver to Parent and the Escrow Agent (which notice to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent15) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following after receipt by Seller of the applicable Claim Notice. If Seller the Indemnitor does not timely delivers object to a Dispute Claim Notice to Parent and the Escrow Agent regarding an applicable Claim, the Escrow Agent shall make payment with respect to such Claim only in accordance with Joint Instructions delivered pursuant to this Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any 3.3, the Indemnitor shall, within thirty (30) days after receipt of the Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or ParentNotice, as applicable. If no Dispute Notice is received by either (i) pay the Escrow Agent within such 30-day period, then amount of the Indemnity Claim Amount as claim set forth in the applicable Claim Notice Notice, if a monetary amount is involved, or (ii) if a claim of a third party is involved, have the right to assume the defense of such claim. (c) Indemnitor shall have the right to conduct and control, through counsel of its own choosing which counsel shall be deemed established for purposes of this Agreement and the Merger Agreement and, on the first (1st) Business Day after the expiration of such 30-day periodreasonably satisfactory to Indemnitee, the Escrow Agent shall pay to Parent (defense of any such claim or Parent’s designee) such Indemnity Claim Amount from (and only to the extent of) the Escrowed Fundsany action arising therefrom; provided, that in conducting the defense of any such claim or action, Indemnitor shall, and shall cause its counsel to, consult with Indemnitee and its counsel, if any, selected by it, and shall keep such counsel, if any, and Indemnitee fully advised of the progress thereof. Indemnitee shall notify in writing Indemnitor promptly after the assertion of any claim, which may be the basis for indemnification hereunder and Indemnitor shall promptly arrange for counsel reasonably satisfactory to Indemnitee to defend such action. If Indemnitor does not or is unable to provide counsel acceptable to Indemnitee within 15 days after notification of such claim, Indemnitee may within reason select counsel of its own choosing to defend such claim. Moreover, in the event Indemnitee reasonably determines that it must retain counsel to respond to a third party proceeding before making such payment to Parent, Escrow Agent shall have received from Parent written notice that such thirty (30) calendar 15-day period or in the event Indemnitee has elapsed hired counsel in connection with a third party proceeding before Indemnitee becomes aware of the likely existence of a claim against Indemnitor, Indemnitee may continue to employ such counsel to conduct and that Parent has not received a Dispute Notice control the applicable proceeding until substitute counsel chosen by Indemnitor, if any, is reasonably able to assume control of the matter. Nothing herein contained shall prevent Indemnitee from Seller. The Escrow Agent retaining its own counsel at its own cost and expense under other circumstances. (d) No settlement of any claim for which indemnification is sought hereunder shall be made without the prior written consent of both the Indemnitor and the Indemnitee, which consent shall not inquire into be unreasonably withheld or consider whether delayed. (e) No claim for indemnification shall be made by an Indemnitee under this Section 3.3, unless and until the aggregate of all Losses subject to indemnification exceeds $5,000, and then only for Losses in excess of such amount, which amount shall be treated as a Claim or Claim Notice complies with one-time deductible against the requirements aggregate of all claims by the Merger AgreementIndemnitee.

Claims for Indemnification. (a) The period during which an Indemnity Claim for a particular Indemnifiable Matter under this Article X may be made (the “Claims Period”) shall be the Survival Period applicable to such Indemnifiable Matter. Any Indemnity Claims made with respect to an Indemnifiable Matter after the applicable Claims Period for such Indemnifiable Matter shall be barred, and the Indemnitors and the Joining Parties shall have no liability with respect thereto. AmericasActive:12666190.14 (b) If a Parent delivers Indemnified Party wishes to Seller a bring an Indemnity Claim hereunder, the Parent Indemnified Party shall give prompt written notice of a claim for indemnification pursuant to Article XII or Article XIII of the Merger Agreement (each, a “Claim” and each such notice, a “Claim Notice”) thereof to the Securityholders’ Representative; provided, that the failure to so notify the Securityholders’ Representative promptly shall not relieve the Indemnitors or the Joining Parties of their obligations under this Article X with respect to the Indemnity Claim asserted in the Claim Notice, except to the extent prejudiced by such failure or delay. The Claim Notice shall specify the Indemnifiable Matter that is the basis for the Indemnity Claim (including, if applicable, the specific representation, warranty, covenant or certification claimed to be breached), the Losses incurred by, or reasonably anticipated to be incurred by, the Parent shall also send a copy of Indemnified Party on account thereof and the facts and circumstances giving rise to such notice Indemnity Claim, set forth in reasonable detail. The Claim Notice may be updated and amended from time to time prior to the Escrow Agentresolution of the Indemnity Claim set forth therein by the Parent Indemnified Party by delivering an updated or amended Claim Notice to the Securityholders’ Representative, so long as the delivery of the original Claim Notice is made within the applicable Claims Period and such update or amendment relates to the underlying facts and circumstances specifically set forth in such original Claim Notice. If an objection has been timely made by the Securityholders’ Representative under Section 10.3(c) with respect to a Claim Notice which notice Claim Notice is subsequently updated or amended, the Securityholders’ Representative will be deemed to have objected to such updated or amended Claim Notice unless otherwise agreed by the Securityholders’ Representative in writing. If the Securityholders’ Representative did not so object to the original Claim Notice, the provisions of Section 10.3(c) (including the Securityholders’ Representative right to object to the updated or amended Claim Notice) shall apply to the updated or amended Claim Notice, mutatis mutandis. The Parent Indemnified Party shall include a certification by Parent that a copy of such notice has been delivered to Seller. Without limiting the Merger Agreement, with each Claim Notice shall set forth the aggregate amount of documentation and other information within its possession and control supporting the Damages (as defined matters asserted in the Merger Agreement) claimed Claim Notice or any amendment or update thereto, and such additional materials in its possession and control that form the basis for such claims as reasonably requested by the Securityholders’ Representative, it being understood and agreed that the Parent Indemnified Party shall have no obligation to provide any materials subject to attorney-client privilege or an estimate thereof that constitute attorney work product absent a customary joint defense agreement or similar arrangement that is reasonably acceptable to the extent then known Parent Indemnified Party and the Securityholders’ Representative. (c) Unless the “Securityholders’ Representative objects to the Indemnity Claim Amount”). If Seller desires to dispute such Claim, Seller shall deliver to Parent and the Escrow Agent (which notice in a writing delivered to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) Parent Indemnified Party or Parent within thirty (30) calendar days following after receipt by Seller of a Claim Notice (which written notice will describe in reasonable detail the basis for objecting to the Indemnity Claim, including the amount of the applicable Losses disputed or reasonably anticipated to be disputed), the Parent Indemnified Party shall, subject to the other terms of this Article X, be entitled to receive in respect of the Indemnity Claim Noticeset forth in such Claim Notice the amount of Losses that are specified in such Claim Notice (or if only a portion of such Losses are disputed, such portion of Losses that are undisputed). If Seller timely delivers Any disputed Indemnity Claims shall be resolved either (i) in a Dispute Notice to written agreement signed by the relevant Parent Indemnified Party and the Escrow Agent regarding an applicable ClaimSecurityholders’ Representative or (ii) by the final, the Escrow Agent shall make payment with respect to non-appealable decision of a court resolving such disputed Indemnity Claim only in accordance with Joint Instructions delivered pursuant to Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received by the Escrow Agent within such 30-day period, then the Indemnity Claim Amount as set forth in the applicable Claim Notice shall be deemed established for purposes of this Agreement and the Merger Agreement and, on the first (1st) Business Day after the expiration of such 30-day period, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only to the extent of) the Escrowed Funds; provided, that before making such payment to Parent, Escrow Agent shall have received from Parent written notice that such thirty (30) calendar day period has elapsed and that Parent has not received a Dispute Notice from Seller. The Escrow Agent shall not inquire into or consider whether a Claim or Claim Notice complies with the requirements of the Merger Agreement13.7.

Claims for Indemnification. If Parent delivers In order to Seller a notice of a claim for seek indemnification pursuant to Article XII or Article XIII of the Merger Agreement (each, a “Claim” and each such notice, a “Claim Notice”)under SECTION 8.2, Parent shall also send a copy of such notice deliver an Officer's Certificate to the Escrow Shareholder Representative. For the purposes hereof, "OFFICER'S CERTIFICATE" shall mean a certificate signed by any officer of Parent: (1) stating that an Indemnified Party has paid, sustained, incurred, or properly accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses, and (2) specifying in reasonable detail the 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, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related. Upon delivery of an Officer's Certificate for Losses under SECTION 8.2(I), any Earnout Amounts that become payable pursuant to ARTICLE IX hereof shall not be paid to the Exchange Agent, but shall be deposited with an escrow agent mutually agreeable to the parties (the costs of which notice shall include a certification by Parent that a copy of such notice has been delivered to Seller. Without limiting be split between the Merger Agreementparties), each Claim Notice shall set forth the aggregate amount of the Damages (as defined in the Merger Agreement) claimed by Parent or an estimate thereof to the extent then known (the “Indemnity Claim Amount”). If Seller desires to dispute such Claim, Seller shall deliver to Parent and the Escrow Agent (which notice to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following receipt by Seller of the applicable Claim Notice. If Seller timely delivers a Dispute Notice to Parent and the Escrow Agent regarding an applicable ClaimLosses claimed in such Officer's Certificate, the Escrow Agent until such claims contained in such Officer's Certificate shall make payment with respect to such Claim only be resolved in accordance with Joint Instructions delivered this SECTION 8.3. Upon delivery of an Officer's Certificate for Losses under SECTION 8.2(II), any Component Two Consideration and Earnout Amounts that become payable pursuant to Section 3.1 or a Final Order and Legal Opinion delivered pursuant ARTICLE IX hereof shall not be paid to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parentthe Exchange Agent, as applicable. If no Dispute Notice is received by the Escrow Agent within such 30-day period, then the Indemnity Claim Amount as set forth in the applicable Claim Notice but shall be deemed established for purposes deposited with an escrow agent mutually agreeable to the parties (the costs of this Agreement and which to be split between the Merger Agreement andparties), on the first (1st) Business Day after the expiration of such 30-day period, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only to the extent of) the Escrowed Funds; provided, that before making such payment to Parent, Escrow Agent shall have received from Parent written notice that such thirty (30) calendar day period has elapsed and that Parent has not received a Dispute Notice from Seller. The Escrow Agent shall not inquire into or consider whether a Claim or Claim Notice complies with the requirements of the Merger AgreementLosses claimed in such Officer's Certificate, until such claims contained in such Officer's Certificate shall be resolved in accordance with this SECTION 8.3.

Claims for Indemnification. If Parent delivers With respect to Seller any claims or demands by -------------------------- third parties, other than claims or demands covered by Section 7.3, whenever Expedia shall have received a written notice of that such a claim for or demand has been asserted or threatened, or whenever Expedia shall seek indemnification pursuant to this Article XII VII, Expedia shall notify the "Holders' Representative" (as designated in the Escrow Agreement) of such claim or Article XIII demand and of the Merger Agreement facts within Expedia's knowledge that relate thereto within a reasonable time after receiving such written notice. The Holders' Representative shall then have the right to contest, negotiate or settle any such claim or demand through counsel of his own selection, satisfactory to Expedia and solely at the Holders' own cost, risk, and expense. Notwithstanding the preceding sentence, the Holders shall not settle, compromise, or offer to settle or compromise any such claim or demand without the prior written consent of Expedia, which consent shall not be unreasonably withheld. By way of illustration and not limitation it is understood that Expedia may object to a settlement or compromise which includes any provision which in its reasonable judgment may have an adverse impact on or establish an adverse precedent for the Business Condition of Expedia or any of its Subsidiaries. Expedia shall not have the right to object to a settlement which consists solely of the payment of a monetary damage amount and which is subject to full indemnification under this Agreement. If the Holders' Representative fails to give written notice to Expedia of his intention to contest or settle any such claim or demand within twenty (each20) calendar days after Expedia has notified the Holders' Representative that any such claim or demand has been made in writing and received by Expedia, a “Claim” and each such notice, a “Claim Notice”), Parent shall also send a copy of or if any such notice is given but any such claim or demand is not promptly contested by the Holders' Representative, Expedia shall have the right to satisfy and discharge the same by payment, compromise, or otherwise, in accordance with the procedures set forth in the Escrow Agreement. Expedia may also, if it so elects and entirely within its own discretion, defend any such claim or demand if the Holders' Representative fails to give notice of his intention to contest or settle any such claim or demand, in which event Expedia and its affiliates shall be entitled to indemnification to the Escrow Agent, which notice shall include a certification by Parent that a copy of such notice has been delivered to Seller. Without limiting the Merger Agreement, each Claim Notice shall set forth the aggregate amount full extent of the Damages Total Escrow (as defined in the Merger AgreementEscrow Agreement ) claimed by Parent or an estimate thereof to the extent then known (the “Indemnity Claim Amount”). If Seller desires to dispute such Claimfor any and all costs, Seller shall deliver to Parent losses, liabilities, and the Escrow Agent (which notice to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following receipt by Seller of the applicable Claim Notice. If Seller timely delivers a Dispute Notice to Parent expenses whatsoever, including without limitation reasonable attorneys' and the Escrow Agent regarding an applicable Claim, the Escrow Agent shall make payment with respect to such Claim only in accordance with Joint Instructions delivered pursuant to Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received by the Escrow Agent within such 30-day period, then the Indemnity Claim Amount as set forth in the applicable Claim Notice shall be deemed established for purposes of this Agreement and the Merger Agreement and, on the first (1st) Business Day after the expiration of such 30-day period, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only to the extent of) the Escrowed Funds; providedother professional fees, that before making Expedia may sustain, suffer, incur, or become subject to as a result of Expedia's decision to defend any such payment to Parent, Escrow Agent shall have received from Parent written notice that such thirty (30) calendar day period has elapsed and that Parent has not received a Dispute Notice from Seller. The Escrow Agent shall not inquire into claim or consider whether a Claim or Claim Notice complies with the requirements of the Merger Agreementdemand.

Claims for Indemnification. Any party seeking indemnification hereunder (the "Indemnified Party") shall give to the party obligated to provide indemnification to such Indemnified Party (the "Indemnitor") a written notice (a "Claim Notice") describing in reasonable detail the facts giving rise to any good faith claim for indemnification hereunder and shall include in such Claim Notice the reasonably estimated amount of such claim, if known (which amount shall not include interest), and a reference to the provision of this Agreement or of any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based. Such Claim Notice shall be given within thirty (30) days after the Indemnified Party becomes aware of the facts giving rise to the claim for indemnification. (i) If Parent delivers to Seller a notice the Indemnitor shall in good faith dispute the validity of all or any amount of a claim for indemnification pursuant to Article XII or Article XIII of as set forth in the Merger Agreement (each, a “Claim” and each such notice, a “Claim Notice”), Parent shall also send a copy of such notice to the Escrow AgentIndemnitor shall, which notice shall include a certification by Parent that a copy of such notice has been delivered to Seller. Without limiting the Merger Agreement, each Claim Notice shall set forth the aggregate amount of the Damages (as defined in the Merger Agreement) claimed by Parent or an estimate thereof to the extent then known (the “Indemnity Claim Amount”). If Seller desires to dispute such Claim, Seller shall deliver to Parent and the Escrow Agent (which notice to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following of its receipt by Seller of the applicable Claim Notice. If Seller timely delivers , execute and deliver to the Indemnified Party a Dispute Notice to Parent notice setting forth with reasonable particularity the grounds and the Escrow Agent regarding an applicable Claim, basis upon which the Escrow Agent shall make payment with respect to such Claim only in accordance with Joint Instructions delivered pursuant to Section 3.1 claim or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any amount of the alleged Losses is disputed (the "Dispute Statement"). (ii) If the Indemnitor does not dispute the Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received by only disputes a portion of the Escrow Agent within such 30-day periodamount set forth therein, then the Indemnity Claim Amount as set forth amount of the claim described in the applicable Claim Notice or the portion thereof not disputed shall be deemed established for purposes of this Agreement to be admitted (the "Admitted Liability") and shall, upon the Merger Agreement and, on the first (1st) Business Day after the expiration incurring of such 30-day periodLosses, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (immediately be due and only payable to the extent ofIndemnified Party by the Indemnitor. (iii) If the Escrowed Funds; provided, that before making such payment to Parent, Escrow Agent Indemnitor shall have received from Parent written notice that such within thirty (30) calendar days of its receipt of the Claim Notice deliver to the Indemnified Party a Dispute Statement, then the portion of the claim described in the Claim Notice that is disputed by the Indemnitor shall not be due and payable, except in accordance with a decision of an arbitrator (as provided in Section 21(b) hereof), or a written agreement by the parties stipulating the amount of the Admitted Liability. (iv) The Indemnitor and the Indemnified Party shall endeavor to resolve any portion of a claim described in a Claim Notice that is disputed by the Indemnitor within sixty (60) days after the date of the applicable Dispute Statement. Any such disputed claims not resolved within such sixty (60) day period has elapsed and that Parent has not received a Dispute Notice from Seller. The Escrow Agent shall not inquire into or consider whether a Claim or Claim Notice complies be resolved by arbitration in accordance with the requirements of the Merger AgreementSection 21 hereof.

Claims for Indemnification. If Parent delivers (i) Whenever any claim shall arise for indemnification under this Section 11.3, the Representative shall describe such claim in a Notice of Claim to Seller NIT and, when known, specify the facts constituting the basis for such claim and the amount or an estimate of the amount of such claim. Each Notice of Claim shall (A) be signed by a Representative, (B) contain a description of the claim, (C) specify the amount of such claim, and (D) state that, in the opinion of the signer thereof, such Notice of Claim is valid under the terms of Section 11 hereof and is being given by the Representative in good faith. (ii) The Representatives shall give NIT prompt notice of a any claim for indemnification pursuant hereunder resulting from, or in connection with, any claim or Third Party Claim and, with respect to Article XII any Third Party Claim, the Representatives shall undertake the defense thereof by representatives reasonably satisfactory to NIT and the Representatives. The Representatives shall not have the right to settle or Article XIII compromise or enter into any binding agreement to settle or compromise, or consent to entry of any judgment arising from, any such claim or proceeding in its sole discretion without the Merger Agreement (eachprior written consent of NIT. NIT shall have the right to participate in any such defense of a Third Party Claim with advisory counsel of its own choosing at its own expense. In the event the Representatives, within a “reasonable time after notice of any Third Party Claim” and each such notice, a “Claim Notice”)fail to defend, Parent NIT shall also send a copy have the right to undertake the defense, compromise or settlement of such notice to Third Party Claim on behalf of, and for the Escrow Agentaccount of, which notice shall include a certification by Parent that a copy NIT, at the expense and risk of such notice has been delivered to Seller. Without limiting the Merger Agreement, each Claim Notice shall set forth the aggregate amount of the Damages (as defined in the Merger Agreement) claimed by Parent or an estimate thereof NIT to the extent then known (the “Indemnity Claim Amount”). If Seller desires to dispute such Claim, Seller shall deliver to Parent and the Escrow Agent (which notice to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following receipt by Seller of the applicable Claim Notice. If Seller timely delivers a Dispute Notice to Parent and the Escrow Agent regarding an applicable Claim, the Escrow Agent shall make payment with respect to such Claim only in accordance with Joint Instructions delivered pursuant to Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received by the Escrow Agent within such 30-day period, then the Indemnity Claim Amount as their liability set forth in Section 11. NIT, without the applicable Representative's written consent, shall not settle or compromise any such Third Party Claim Notice shall be deemed established for purposes or consent to entry of this Agreement and any judgment that does not include, as an unconditional term thereof, the Merger Agreement andgiving by the claimant or the plaintiff to the Stockholders, on or affiliate or affiliates, as the first (1st) Business Day after the expiration case may be, an unconditional release from all liability in respect of such 30-day period, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only Third Party Claim. Notwithstanding any provision herein to the extent of) contrary, failure of the Escrowed Funds; provided, that before making such payment Representatives to Parent, Escrow Agent shall have received from Parent written give any notice that such thirty (30) calendar day period has elapsed and that Parent has not received a Dispute Notice from Seller. The Escrow Agent of any Third Party Claim required by this Section 11 shall not inquire into or consider whether constitute a Claim or Claim Notice complies with the requirements waiver of the Merger AgreementStockholders' right to indemnification or a defense to any claim by the Stockholders hereunder.

Claims for Indemnification. If Parent delivers to Seller Promptly after receipt by any indemnified person of a notice of a claim for indemnification or the beginning of any action in respect of which indemnity is to be sought against an indemnifying person pursuant to Article XII this Section 8, such indemnified person shall notify the indemnifying person in writing of such claim or Article XIII of the Merger Agreement (each, a “Claim” and each such notice, a “Claim Notice”), Parent shall also send a copy commencement of such notice action, but the omission to so notify the Escrow Agent, indemnifying person will not relieve it from any liability which notice shall include a certification by Parent that a copy of such notice has been delivered it may have to Seller. Without limiting the Merger Agreement, each Claim Notice shall set forth the aggregate amount of the Damages any indemnified person under this Section 8 (as defined in the Merger Agreement) claimed by Parent or an estimate thereof except to the extent that such omission materially and adversely affects the indemnifying person's ability to defend such action) or from any liability otherwise than under this Section 8. Subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified person, the indemnifying person shall be entitled to participate therein, and, to the extent that it shall elect by written notice delivered to the indemnified person promptly after receiving the aforesaid notice from such indemnified person, shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to such indemnified person. After notice from the indemnifying person to such indemnified person of its election to assume the defense thereof, such indemnifying person shall not be liable to such indemnified person for any legal expenses subsequently incurred by such indemnified person in connection with the defense thereof, provided, however, that if there exists or shall exist a conflict of interest that would make it inappropriate, in the opinion of counsel to the indemnified person, for the same counsel to represent both the indemnified person and such indemnifying person or any affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, however, that no indemnifying person shall be responsible for the fees and expenses of more than one separate counsel (together with appropriate local counsel) for all indemnified parties. In no event shall any indemnifying person be liable in respect of any amounts paid in settlement of any action unless the indemnifying person shall have approved the terms of such settlement; provided that such consent shall not be unreasonably withheld. No indemnifying person shall, without the prior written consent of the indemnified person, effect any settlement of any pending or threatened proceeding in respect of which any indemnified person is or could have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes an unconditional release of such indemnified person from all liability on claims that are the subject matter of such proceeding. (a) If the indemnification provided for in this Section 8 is unavailable to or insufficient to hold harmless an indemnified person under subsection 8.1 or 8.2 above in respect of any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to therein, then known each indemnifying person shall contribute to the amount paid or payable by such indemnified person as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the “Indemnity Claim Amount”relative fault of the Issuer on the one hand and the Purchaser(s) on the other in connection with the statements or omissions or other matters which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, in the case of an untrue statement, whether the untrue statement relates to information supplied by the Issuer on the one hand or the Purchaser(s) on the other and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement. The Issuer and the Purchasers agree that it would not be just and equitable if contribution pursuant to this subsection 8.3(a) were determined by pro rata allocation (even if the Purchasers were treated as one entity for such purpose) or by any other method of allocation which does not take into account the equitable considerations referred to above in this subsection 8.3(a). If Seller desires to dispute such Claim, Seller shall deliver to Parent and the Escrow Agent (which notice to the Escrow Agent shall include The amount paid or payable by an indemnified person as a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following receipt by Seller result of the applicable Claim Notice. If Seller timely delivers a Dispute Notice losses, claims, damages or liabilities (or actions in respect thereof) referred to Parent and the Escrow Agent regarding an applicable Claim, the Escrow Agent shall make payment with respect to such Claim only above in accordance with Joint Instructions delivered pursuant to Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received by the Escrow Agent within such 30-day period, then the Indemnity Claim Amount as set forth in the applicable Claim Notice this subsection 8.3(a) shall be deemed established for purposes to include any legal or other expenses reasonably incurred by such indemnified person in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection 8.3(a), a Purchaser shall not be required to contribute any amount in excess of the amount by which the net amount received by such Purchaser from the sale of the Purchased Shares to which such loss relates exceeds the amount of any damages which such Purchaser has otherwise been required to pay by reason of such untrue statement. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Each Purchaser's obligations in this subsection to contribute shall be in proportion to its sale of Purchased Shares to which such loss relates and shall not be joint with any other Purchaser. (b) The parties to this Agreement hereby acknowledge that they are sophisticated business persons who were represented by counsel during the negotiations regarding the provisions hereof including, without limitation, the provisions of this Section 8, and are fully informed regarding said provisions. The parties are advised that federal or state public policy as interpreted by the courts in certain jurisdictions may be contrary to certain of the provisions of this Section 8, and the Merger Agreement and, on the first (1st) Business Day after the expiration of parties hereto hereby expressly waive and relinquish any right or ability to assert such 30-day period, the Escrow Agent shall pay public policy as a defense to Parent (or Parent’s designee) a claim under this Section 8 and further agree not to attempt to assert any such Indemnity Claim Amount from (and only to the extent of) the Escrowed Funds; provided, that before making such payment to Parent, Escrow Agent shall have received from Parent written notice that such thirty (30) calendar day period has elapsed and that Parent has not received a Dispute Notice from Seller. The Escrow Agent shall not inquire into or consider whether a Claim or Claim Notice complies with the requirements of the Merger Agreementdefense.

Claims for Indemnification. If Parent delivers (a) A party seeking indemnification hereunder (the "Indemnitee") shall give to Seller the party from which indemnification is sought (the "Indemnitor") written notice (a notice of a claim for indemnification pursuant to Article XII or Article XIII of the Merger Agreement (each, a “Claim” and each such notice, a “"Claim Notice”)") of any claim which is subject to the indemnity obligations set forth in this Agreement, Parent shall also send a copy with sufficient promptness so as not to prejudice the Indemnitor's interests in respect of such notice to the Escrow Agent, which notice shall include a certification by Parent that a copy claim and any obligation of such notice has been delivered to Sellerindemnity arising therefrom. Without limiting the Merger Agreement, each The Claim Notice shall set forth forth, to the aggregate best of the Indemnitee's knowledge, all facts and other information with respect to the claim, including without limitation the anticipated amount of Losses or reasonable estimate thereof. The failure to give prompt notice shall not affect the rights of the Indemnitee to indemnity hereunder, except to the extent that such failure either shall have materially prejudiced the Indemnitor in the defense of such claim or shall have materially increased the amount of the Damages (as defined in obligation of the Merger Agreement) claimed Indemnitor. The Indemnitor receiving a Claim Notice may object to such Claim Notice by Parent or an estimate thereof delivering written notice of such objection to the extent then known Indemnitee within ten (the “Indemnity Claim Amount”). If Seller desires to dispute such Claim, Seller shall deliver to Parent and the Escrow Agent (which notice to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent10) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following after receipt by Seller of the applicable Claim Notice. If Seller the Indemnitor does not timely delivers object to a Dispute Claim Notice to Parent and the Escrow Agent regarding an applicable Claim, the Escrow Agent shall make payment with respect to such Claim only in accordance with Joint Instructions delivered pursuant to paragraph (b) of this Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any 7.4, the Indemnitor shall, within fifteen (15) days after receipt of the Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or ParentNotice, as applicable. If no Dispute Notice is received by either (i) pay the Escrow Agent within such 30-day period, then amount of the Indemnity Claim Amount as claim set forth in the applicable Claim Notice shall be deemed established for purposes Notice, if a monetary amount is involved, in accordance with this Section 7, or (ii) if a claim of this Agreement and a third party is involved, have the Merger Agreement and, on right to assume the first (1st) Business Day after the expiration defense of such 30-day periodclaim; provided, however, that, if the amount of the claim exceeds the amount of the Indemnitor's obligation to indemnify the Indemnitee hereunder, the Escrow Agent shall pay Indemnitee may elect to Parent (or Parent’s designee) control the defense of such Indemnity Claim Amount from (and only claim. Subject to the extent of) preceding sentence, the Escrowed FundsIndemnitor shall have the exclusive right to conduct and control, through counsel of its own choosing, the defense of any such claim or any action arising therefrom; provided, that before making in conducting the defense of any such payment to Parentclaim or action, Escrow Agent the Indemnitor shall, and shall cause its counsel to, consult with the Indemnitee and counsel, if any, selected by it, and shall keep such counsel, if any, and the Indemnitee fully advised of the progress thereof and, provided further, that if the Indemnitee shall have received from Parent elected to retain control of such defense, the Indemnitee shall, and shall cause its counsel to, consult with the Indemnitor and counsel, if any, selected by it, and shall keep such counsel, if any and the Indemnitor fully advised of the progress thereof. If the Indemnitor fails or refuses to assume the defense and control of the defense of any such claim or action, then the Indemnitee shall conduct and control such defense. So long as the Indemnitor is conducting the defense of any third party claim in accordance with this Section 7.4(a), (i) the Indemnitee may retain separate co-counsel at its sole cost and expense and participate in the defense of the third party claim, (ii) the Indemnitee will not consent to the entry of any judgment or enter into any settlement with respect to the third party claim without the prior written consent of the Indemnitor (such consent not to be withheld unreasonably) and (iii) the Indemnitor will not consent to the entry of any judgment or enter into any settlement with respect to the third party claim without the prior written consent of the Indemnitee (such consent not to be withheld unreasonably and such consent not to be withheld at all if the judgment or settlement contains a full release reasonably satisfactory to the Indemnitee). If the Indemnitee has elected to conduct the defense of a third party claim because the claim is for more than the Indemnitor's obligation hereunder, (i) the indemnitor may retain separate co-counsel at its sole cost and expense and participate in the defense of the third party claim and (ii) neither the Indemnitor nor the Indemnitee will consent to the entry of any judgment or enter into any settlement with respect to the third party claim without the prior written consent of the other party (such consent not to be withheld unreasonably); and (b) An Indemnitor may object to a Claim Notice by delivering written notice that to the Indemnitee (an "Objection") within ten (10) days after the receipt of the applicable Claim Notice. If an Objection has been made, the Indemnitor shall not be required to make any payments under this Section 7 until such thirty Objection is resolved under the terms of this paragraph (30b) calendar day period of Section 7.4. Once an Objection has elapsed been made, the Indemnitor and that Parent has Indemnitee shall attempt in good faith to agree upon the rights of the respective parties with respect to the claim or claims relating to the Claim Notice. Any such agreement shall be set forth in a written memorandum signed by both parties. If the parties cannot received come to such agreement within ten (10) days after receipt by the Indemnitee of the Objection, the matter shall be resolved by submission to arbitration in San Diego, California. Except as specifically provided in this paragraph (b), such matter shall be resolved in accordance with the commercial arbitration rules of the American Arbitration Association then in effect (the "AAA Rules"), by a Dispute Notice from Sellersingle arbitrator mutually selected by the Indemnitor and Indemnitee. The Escrow Agent arbitrator shall not inquire into or consider whether a Claim or Claim Notice complies with be governed by and shall apply the requirements substantive law of the Merger AgreementState of California and the Federal Rules of Evidence in making their determination, and such determination shall be conclusive and binding upon the Indemnitor and Indemnitee. Any judgment upon an award rendered by the arbitrator may be entered in any court having jurisdiction over the subject matter thereof. If any party initiates an action (other than arbitration under this Section 7.4) asserting claims subject to arbitration under this Section 7, and another party successfully stays or dismisses such action and/or compels arbitration of said claims, the party filing said action shall pay the other party's costs and expenses reasonably incurred in seeking such stay, dismissal and/or compelling arbitration, including reasonable attorney's fees.

Claims for Indemnification. If Parent delivers The Partnership shall indemnify, protect, defend with counsel reasonably satisfactory to Seller a notice the Transferors, and hold harmless, the Transferors, their partners and their affiliates from and against any and all liabilities and obligations assumed by or allocated to the Partnership, or from which the Transferors are released, as provided in Sections 12.1 through 12.4 (including all losses, costs, expenses, claims, liens, damages and attorneys' and consultants' fees and costs related to said liabilities and obligations). The Transferor's shall indemnify, protect, defend with counsel reasonably satisfactory to the Partnership, and hold harmless, the Partnership, its partners and affiliates from and against any and all liabilities and obligations retained by or allocated to the Transferors as provided in Sections 12.1 through 12.4 (including all losses, costs, expenses, claims, liens, damages and attorneys' and consultants' fees and costs related to said liabilities and obligations). Whenever any claim shall arise for indemnification under this Section 12.5, the party making the claim ("Indemnitee") shall promptly notify the other party ("Indemnitor") of a the claim and, when known, the facts constituting the basis for such claim. In the event of any claim for indemnification pursuant hereunder resulting from or in connection with any claim or legal proceedings by a party who is not a party to Article XII or Article XIII of this Contribution Agreement, the Merger Agreement (each, a “Claim” and each such notice, a “Claim Notice”), Parent shall also send a copy of such notice to the Escrow AgentIndemnitor shall specify, which notice shall include a certification by Parent that a copy if known, the amount or an estimate of such notice has been delivered to Seller. Without limiting the Merger Agreement, each Claim Notice shall set forth the aggregate amount of the Damages (liability arising therefrom. However, a failure to notify or to give notice as defined in the Merger Agreement) claimed by Parent or an estimate thereof hereinabove set forth to the extent then known (Indemnitor shall in no case prejudice the “Indemnity Claim Amount”). If Seller desires to dispute such Claim, Seller shall deliver to Parent and rights of Indemnitee under this Contribution Agreement unless the Escrow Agent (which notice to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following receipt by Seller of the applicable Claim Notice. If Seller timely delivers a Dispute Notice to Parent and the Escrow Agent regarding an applicable Claim, the Escrow Agent shall make payment with respect to such Claim only in accordance with Joint Instructions delivered pursuant to Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received by the Escrow Agent within such 30-day period, then the Indemnity Claim Amount as set forth in the applicable Claim Notice Indemnitor shall be deemed established for purposes of this Agreement prejudiced by such failure and the Merger Agreement and, on the first (1st) Business Day after the expiration of such 30-day period, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (and then only to the extent ofthe Indemnitor shall be prejudiced by such failure. Indemnitee 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 Indemnitor (which shall not be unreasonably withheld) the Escrowed Funds; provided, that before making such payment to Parent, Escrow Agent unless suit shall have received from Parent written notice that such thirty (30) calendar day period has elapsed been instituted against Indemnitee and that Parent has not received a Dispute Notice from Seller. The Escrow Agent the Indemnitor shall not inquire into or consider whether a Claim or Claim Notice complies with the requirements have taken control of the Merger Agreementsuch suit after notification thereof.

Claims for Indemnification. If Parent delivers to Seller For the purposes hereof, an "Officer's Certificate" shall mean a notice certificate signed by any officer of a claim for indemnification pursuant to Article XII or Article XIII of the Merger Agreement (each, a “Claim” and each such notice, a “Claim Notice”), Parent shall also send a copy of such notice to the Escrow Agent, which notice shall include a certification by Parent that a copy of such notice has been delivered to Seller. Without limiting the Merger Agreement, each Claim Notice shall set forth the aggregate amount of the Damages (as defined in the Merger Agreement) claimed by Parent or an estimate thereof to the extent then known (the “Indemnity Claim Amount”). If Seller desires to dispute such Claim, Seller shall deliver to Parent and the Escrow Agent (which notice delivered to the Escrow Agent shall include a certification by Seller and the Stockholder Representative: (i) stating that a copy Parent has paid, incurred, sustained or accrued, or reasonably anticipates that it will imminently be obligated to pay, incur, sustain or accrue, Losses, (ii) specifying in reasonable detail the individual items of Loss included in the amount so stated, the date insofar as practicable each such notice has been item was paid, incurred, sustained or accrued or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant or the nature of the Tax Loss to which such item is related, and (iii) the amount of cash to be delivered to ParentParent (for the benefit of the pertinent Parent Indemnified Party) written notice disputing in compensation for such Claim (each a “Dispute Notice”) within thirty (30) calendar days following Losses. Upon receipt by Seller of the applicable Claim Notice. If Seller timely delivers a Dispute Notice to Parent and the Escrow Agent regarding at any time on or before the Expiration Date of an applicable ClaimOfficer's Certificate, the Escrow Agent shall make payment with respect shall, subject to such Claim only in accordance with Joint Instructions delivered pursuant the provisions of Section 8.3(c) and (d), deliver to Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicablepromptly as practicable, an amount of cash from the Escrow Fund equal to the amount of Losses set forth in such Officer's Certificate; provided, however, that to the extent an Officer's Certificate alleges only the basis for anticipated Losses, no amount shall be distributed until such Losses are actually paid, incurred or sustained. If no Dispute Notice is received by the Escrow Agent Stockholder Representative does not object in writing within such the 30-day period, then the Indemnity Claim Amount as period set forth in Section 8.3(c) after delivery by Parent of the applicable Claim Notice Officer's Certificate to the Stockholder Representative, such failure to so object shall be deemed established constitute an irrevocable acknowledgment by the Stockholder Representative on behalf of the Company Stockholders that the Indemnified Party is entitled to the full amount of the claim for purposes of this Agreement and the Merger Agreement andLosses set forth in such Officer's Certificate; provided, on the first (1st) Business Day after the expiration of such 30-day periodhowever, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only that to the extent of) an Officer's Certificate alleges only the Escrowed Funds; providedbasis for anticipated Losses, that before making no amount shall be distributed until such payment Losses are actually paid, incurred or substantiated (notwithstanding the Stockholder Representative's failure to Parent, Escrow Agent shall have received from Parent written notice that such thirty (30) calendar day period has elapsed and that Parent has not received a Dispute Notice from Seller. The Escrow Agent shall not inquire into or consider whether a Claim or Claim Notice complies with the requirements of the Merger Agreementobject in writing).

Claims for Indemnification. If Parent delivers to Seller a notice of a (i) Whenever any claim shall arise for indemnification pursuant under this Section 12.2, NCI shall describe such claim in a written notice ("Notice of Claim") to Article XII or Article XIII of the Merger Agreement (each, a “Claim” and each such notice, a “Claim Notice”), Parent shall also send a copy of such notice to the Escrow Agent, which notice shall include a certification by Parent that a copy of such notice has been delivered to Seller. Without limiting the Merger Agreement, each Claim Notice shall set forth the aggregate amount of the Damages Representative (as defined in Section 12.6 below) and, when known, specify the Merger Agreement) claimed by Parent facts con stituting the basis for such claim and the amount or an estimate of the amount of such claim. Each Notice of Claim shall (A) be signed by a representative of NCI, (B) contain a description of the claim, (C) specify the amount of such claim, and (D) state that, in the opinion of the signer thereof, such Notice of Claim is valid under the terms of Section 12 hereof and is being given by NCI in good faith. (ii) NCI shall give such Representative prompt notice of any claim for indemnification hereunder resulting from, or in connection with, any claim or legal proceeding by a person who is not a party to this Agreement ("Third-Party Claim") and, with respect to any Third-Party Claim, such Representative shall undertake the defense thereof by representatives reasonably satisfactory to NCI and such Representative. Such Representative shall not have the right to settle or compromise or enter into any binding agreement to settle or compromise, or consent to entry of any judgment arising from, any such claim or proceed ing in its sole discretion without the prior written consent of NCI. NCI shall have the right to participate in any such defense of a Third-Party Claim with advisory counsel of his own choosing at his own expense. In the event such Representative, within a reasonable time after notice of any Third-Party Claim, fails to defend, NCI shall have the right to undertake the defense, compromise or settlement of such Third-Party Claim on behalf of, and for the account of, the Stockholders, at the expense and risk of the Stockholders to the extent then known (the “Indemnity Claim Amount”). If Seller desires to dispute such Claim, Seller shall deliver to Parent and the Escrow Agent (which notice to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following receipt by Seller of the applicable Claim Notice. If Seller timely delivers a Dispute Notice to Parent and the Escrow Agent regarding an applicable Claim, the Escrow Agent shall make payment with respect to such Claim only in accordance with Joint Instructions delivered pursuant to Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received by the Escrow Agent within such 30-day period, then the Indemnity Claim Amount as their liability set forth in Section 12. NCI shall not settle or compromise any such Third-Party Claim or consent to entry of any judgment that does not include, as an unconditional term thereof, the applicable Claim Notice shall be deemed established for purposes of this Agreement and giving by the Merger Agreement andclaimant or the plaintiff to NCI and/or NCI's subsidiary or subsidiaries, on or affiliate or affiliates, as the first (1st) Business Day after the expiration case may be, an unconditional release from all liability in respect of such 30Third-day period, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only Party Claim. Notwithstanding any provision herein to the extent of) the Escrowed Funds; providedcontrary, that before making such payment failure of NCI to Parent, Escrow Agent shall have received from Parent written give any notice that such thirty (30) calendar day period has elapsed and that Parent has not received a Dispute Notice from Seller. The Escrow Agent of any Third-Party Claim required by this Section 12 shall not inquire into constitute a waiver of NCI's right to indemnification or consider whether a Claim or Claim Notice complies with defense to any claim by NCI hereunder, unless DNA and\or the requirements of the Merger AgreementShareholders is materially prejudiced thereby.

Claims for Indemnification. If Parent delivers It is the intent of this Agreement to Seller a notice secure for the Indemnitee rights of a claim for indemnification pursuant to Article XII or Article XIII indemnity that are as favorable as may be permitted under applicable law, including without limitation the Florida Statues and public policy of the Merger Agreement (eachState of Florida. Accordingly, a “Claim” the parties agree that the following procedures and each such noticepresumptions shall apply in the event of any Proceeding or any claim, a “Claim Notice”), Parent shall also send a copy of such notice issue or matter therein with regard to the Escrow Agent, which notice shall include a certification by Parent that a copy of such notice has been delivered to Seller. Without limiting the Merger Indemnity will or could be sought under this under this Agreement, each Claim Notice shall set forth the aggregate amount Company's Charter or any other obligation whatsoever of the Damages Company to indemnify the Indemnittee or for which insurance coverage could be available: (as defined a) Whenever any Proceedings shall arise, to obtain indemnification under this Agreement, the Indemnitee shall notify the Company promptly in the Merger Agreement) claimed by Parent or an estimate thereof to the extent then known (the “Indemnity Claim Amount”). If Seller desires to dispute such Claim, Seller shall deliver to Parent writing and the Escrow Agent (which notice to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) in any event within thirty (30) calendar days following receipt by Seller after the Indemnitee has actual knowledge of the applicable Claim Notice. If Seller timely delivers a Dispute Notice to Parent and facts constituting the Escrow Agent regarding an applicable Claimbasis for such Proceeding or any claim, the Escrow Agent shall make payment issue or matter therein; provided, however, that with respect to any Proceeding (or any claim, issue or matter therein), that was initiated prior to the Effective Date, the Indemnitee shall notify the Company promptly in writing within the later of (X) ten (10) days after the effectiveness of this Agreement, and (Y) thirty (30) days after the Indemnitee has actual knowledge of the facts constituting the basis for such Claim only in accordance with Joint Instructions delivered pursuant Proceeding (or any claim, issue or matter therein) (such notice, the "Indemnification Notice"). The Indemnification Notice shall specify all facts known to Section 3.1 the Indemnitee giving rise to such indemnification right and the amount or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent an estimate of the amount of liability (including estimated expenses) arising therefrom. (b) Any indemnification under this Agreement shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If be made no Dispute Notice is received later than thirty (30) days after receipt by the Escrow Agent Company of the Indemnification Notice, unless a determination is made within such 30-day period, then the Indemnity Claim Amount as set forth in the applicable Claim Notice shall be deemed established for purposes of this Agreement and the Merger Agreement and, on the first (1st) Business Day after the expiration of such 30-day period, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only to the extent of) the Escrowed Funds; provided, that before making such payment to Parent, Escrow Agent shall have received from Parent written notice that such thirty (30) calendar day period has elapsed and by (X) the Board by a majority vote of a quorum consisting of directors who were not parties to the Proceeding described in the Indemnification Notice, or (Y) Independent Counsel (as hereinafter defined), agreed to by the Company, in a written opinion (which counsel shall be appointed if such a quorum is not obtainable), that Parent the Indemnitee has not received met the relevant standards for indemnification under this Agreement. Independent Counsel may be appointed by a Dispute Notice from Sellermajority vote of a quorum consisting of directors, notwithstanding that any such directors are parties to the Proceeding described in the Indemnification Notice. (c) If and when a determination with respect to the Indemnitee's lack of entitlement to indemnification hereunder is made pursuant to Section 5(b), the person or persons or entity making such determination shall first presume that the Indemnitee is entitled to indemnification under this Agreement and shall thereafter have the burden of persuasion by clear and convincing evidence that the Indemnitee has not met the applicable standard of conduct to be entitled to indemnification under this Agreement, the Company's articles of incorporation, the bylaws and other obligations of the Company to indemnify the Indmnitee pursuant to which the Indemnitee is claiming the right to indemnification. The Escrow Agent Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper under the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. (d) To the maximum extent permitted by applicable law, the Indemnitee shall be deemed to have acted in good faith if the Indemnitee's action was based on the records or books of account of the Enterprise (as hereinafter defined), including financial statements, or on information supplied to the Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not inquire into be imputed to the Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or consider whether not the foregoing provisions of this Section 5(d) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a Claim manner he reasonably believed to be in or Claim Notice complies not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (e) The Indemnitee shall reasonably cooperate with the requirements person, persons or entity making such determination with respect to the Indemnitee's lack of entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Independent Counsel or member of the Merger Board shall act reasonably and in good faith in making a determination regarding the Indemnitee's lack of entitlement to indemnification under this Agreement. Any costs or expenses (including attorneys' fees and disbursements) incurred by the Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to the Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold the Indemnitee harmless therefrom. (f) The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding or any claim, issue or matter therein to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such Proceeding or claim, issue or matter therein with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding or claim, issue or matter therein; provided, however, that the Indemnitee shall not be entitled to indemnification under this Agreement with respect to any settlement unless the Company shall have consented to such settlement, which consent shall not be unreasonably withheld. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (g) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his conduct was unlawful. (h) The Company will be entitled to participate in the Proceeding at its

Claims for Indemnification. If Parent delivers to Seller a notice of a (a) Whenever any claim shall arise for indemnification pursuant to Article XII hereunder, any Seller Indemnified Party or Article XIII of Buyer Indemnified Party (collectively, the Merger Agreement (each, a “Claim” and each such notice, a “Claim NoticeIndemnified Party”), Parent ) shall also send a copy of such notice to promptly notify the Escrow Agent, which notice shall include a certification by Parent that a copy of such notice has been delivered to Seller. Without limiting the Merger Agreement, each Claim Notice shall set forth the aggregate amount of the Damages (as defined in the Merger Agreement) claimed by Parent indemnifying party or an estimate thereof to the extent then known parties (the “Indemnity Claim AmountIndemnitor”). If Seller desires to dispute such Claim, Seller shall deliver to Parent and the Escrow Agent ) (which notice to in the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following receipt by Seller case of the applicable Claim Notice. If Seller timely delivers a Dispute Notice to Parent and Shareholders shall be the Escrow Agent regarding an applicable ClaimCompany Agent), of the claim and, when known, the Escrow Agent shall make payment with respect to facts constituting the basis for such Claim only in accordance with Joint Instructions delivered pursuant to Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received by the Escrow Agent within such 30-day period, then the Indemnity Claim Amount as set forth in the applicable Claim Notice shall be deemed established for purposes of this Agreement and the Merger Agreement and, on the first (1st) Business Day after the expiration of such 30-day period, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only to the extent of) the Escrowed Fundsclaim; provided, that before making the failure to so notify the Indemnitor shall not relieve the Indemnitor of their obligation hereunder to the extent such failure does not result in actual and material prejudice to the Indemnitor. In the event of any claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the notice to the Indemnitor shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. In the event that the Merger is consummated, the Buyer Indemnified Parties must seek recovery of any Losses under this Article VII first against the Escrow Account and, to the extent permitted by Section 7.5 of this Agreement, thereafter against the Shareholders. (b) Parent shall issue shares of Parent Common Stock (valued for such purpose at the average daily closing price per share of Parent Common Stock as reported on the NYSE Composite Transactions reporting system for the ten (10) consecutive trading days ending on and including the final trading day preceding the date on which the indemnification payment is to Parent, Escrow Agent shall have received from Parent written notice that such thirty (30be made) calendar day period has elapsed and in satisfaction of its indemnification obligation to the Seller Indemnified Parties to the extent that Parent has not received a Dispute Notice from Seller. The Escrow and the Company Agent shall not inquire into or consider whether a Claim or Claim Notice complies with mutually determine that the requirements payment of cash to any Shareholder in satisfaction of such obligation could result in the Value of Stock Consideration being less than 45% of the Merger Agreementsum of the Value of Stock Consideration and the amount of Non-Stock Consideration. For purposes of this paragraph, (i) the Value of Stock Consideration shall also include any shares of Parent Common Stock that are issued by Parent to the Seller Indemnified Parties in satisfaction of Parent’s indemnification obligations and, solely for the purpose of determining the “Value of Stock Consideration,” such shares shall be valued at the lower of closing price of the Parent Common Stock as reported on the NYSE on the trading day completed on (x) the date of issuance of such shares to the Seller Indemnified Parties or (y) the Closing Date, and (ii) the amount of Non-Stock Consideration shall include any cash payable by Parent to the Seller Indemnified Parties in respect of such indemnification.

Claims for Indemnification. If Parent delivers to Seller a notice of a claim for indemnification pursuant to Article XII or Article XIII of The representations, warranties, -------------------------- covenants and agreements in this Agreement and in all other agreements delivered in connection herewith (excluding the Merger Agreement (each, a “Claim” and each such notice, a “Claim Notice”), Parent shall also send a copy of such notice to the Escrow Agent, which notice shall include a certification by Parent that a copy of such notice has been delivered to Seller. Without limiting the Merger Agreement, each Claim Notice shall set forth the aggregate amount of the Damages (as defined covenants in the Merger Employment Agreements, the Consulting Agreement) claimed by Parent or an estimate thereof to the extent then known (the “Indemnity Claim Amount”). If Seller desires to dispute such Claim, Seller shall deliver to Parent and the Escrow Agent (which notice to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following receipt by Seller of the applicable Claim Notice. If Seller timely delivers a Dispute Notice to Parent and the Escrow Agent regarding an applicable Claim, the Escrow Agent Agreement and the Shareholders Agreement which shall make payment with respect to such Claim only survive until the expiration of all applicable statutes of limitation) shall survive the Closing for a period that ends on the Final Date (as the term is defined in accordance with Joint Instructions delivered pursuant to Section 3.1 or a Final Order Schedule 2.1 hereto), and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that not be affected by any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received investigation made by the Escrow Agent within such 30-day period, then parties hereto prior to the Indemnity Claim Amount as set forth in the applicable Claim Notice shall be deemed established for purposes date of this Agreement and or the Merger Agreement and, on Effective Time. The party seeking indemnification (the first "Indemnified Party") shall give the party from whom indemnification is sought (1stthe "Indemnifying Party") Business Day a written notice ("Notice of Claim") within sixty (60) days after the expiration discovery of any loss, liability, claim or expense in respect of which the right to indemnification contained in this Article 10 may be claimed (and in any event within fifteen (15) days after the receipt of any Third Party Claim); provided, however, that the failure to give such 30-day periodnotice within either such period shall not result in the waiver or loss of any right to bring such claim after such period unless, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only to the extent of) that, the Escrowed Funds; providedother party is actually prejudiced by such failure. If a claim is pending or threatened or the Indemnified Party has a reasonable good faith belief as to the validity of the basis for such claim, that before making such payment to Parent, Escrow Agent shall have received from Parent the Indemnified Party may give written notice that (a "Notice of Possible Claim") of such thirty (30) calendar day period has elapsed and that Parent has not received a Dispute Notice from Seller. The Escrow Agent shall not inquire into or consider claim to the Indemnifying Party, regardless of whether a loss has arisen from such claim. All claims for indemnification under this Agreement and under all other agreements delivered in connection herewith (excluding claims for breaches of the Employment Agreements, the Consulting Agreement, the Escrow Agreement and the Shareholders Agreement) must be made no later than the Final Date. Any Notice of Claim or Notice of Possible Claim Notice complies shall set forth the representations, warranties, covenants and agreements with respect to which the requirements claim is made, the specific facts giving rise to an alleged basis for the claim and the amount of liability asserted or anticipated to be asserted by reason of the Merger Agreementclaim.

Claims for Indemnification. If Parent delivers to Seller Promptly after receipt by any indemnified person of a notice of a claim for indemnification or the beginning of any action in respect of which indemnity is to be sought against an indemnifying person pursuant to Article XII this Section 8, such indemnified person shall notify the indemnifying person in writing of such claim or Article XIII of the Merger Agreement (each, a “Claim” and each such notice, a “Claim Notice”), Parent shall also send a copy commencement of such notice action, but the omission to so notify the Escrow Agent, indemnifying person will not relieve it from any liability which notice shall include a certification by Parent that a copy of such notice has been delivered it may have to Seller. Without limiting the Merger Agreement, each Claim Notice shall set forth the aggregate amount of the Damages any indemnified person under this Section 8 (as defined in the Merger Agreement) claimed by Parent or an estimate thereof except to the extent that such omission materially and adversely affects the indemnifying person’s ability to defend such action) or from any liability otherwise than under this Section 8. Subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified person, the indemnifying person shall be entitled to participate therein, and, to the extent that it shall elect by written notice delivered to the indemnified person promptly after receiving the aforesaid notice from such indemnified person, shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to such indemnified person. After notice from the indemnifying person to such indemnified person of its election to assume the defense thereof, such indemnifying person shall not be liable to such indemnified person for any legal expenses subsequently incurred by such indemnified person in connection with the defense thereof, provided, however, that if there exists or shall exist a conflict of interest that would make it inappropriate, in the opinion of counsel to the indemnified person, for the same counsel to represent both the indemnified person and such indemnifying person or any affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, however, that no indemnifying person shall be responsible for the fees and expenses of more than one separate counsel (together with appropriate local counsel) for all indemnified parties. In no event shall any indemnifying person be liable in respect of any amounts paid in settlement of any action unless the indemnifying person shall have approved the terms of such settlement; provided that such consent shall not be unreasonably withheld. No indemnifying person shall, without the prior written consent of the indemnified person, effect any settlement of any pending or threatened proceeding in respect of which any indemnified person is or could have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes an unconditional release of such indemnified person from all liability on claims that are the subject matter of such proceeding. (a) If the indemnification provided for in this Section 8 is unavailable to or insufficient to hold harmless an indemnified person under subsection 8.1 or 8.2 above in respect of any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to therein, then known each indemnifying person shall contribute to the amount paid or payable by such indemnified person as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the “Indemnity Claim Amount”relative fault of the Issuer on the one hand and the Purchaser on the other in connection with the statements or omissions or 11 other matters which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, in the case of an untrue statement, whether the untrue statement relates to information supplied by the Issuer on the one hand or the Purchaser(s) on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement. The Issuer and the Purchasers agree that it would not be just and equitable if contribution pursuant to this subsection 8.3(a) were determined by pro rata allocation (even if the Purchasers were treated as one entity for such purpose) or by any other method of allocation which does not take into account the equitable considerations referred to above in this subsection 8.3(a). If Seller desires to dispute such Claim, Seller shall deliver to Parent and the Escrow Agent (which notice to the Escrow Agent shall include The amount paid or payable by an indemnified person as a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following receipt by Seller result of the applicable Claim Notice. If Seller timely delivers a Dispute Notice losses, claims, damages or liabilities (or actions in respect thereof) referred to Parent and the Escrow Agent regarding an applicable Claim, the Escrow Agent shall make payment with respect to such Claim only above in accordance with Joint Instructions delivered pursuant to Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received by the Escrow Agent within such 30-day period, then the Indemnity Claim Amount as set forth in the applicable Claim Notice this subsection 8.3(a) shall be deemed established for purposes to include any legal or other expenses reasonably incurred by such indemnified person in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection 8.3(a), a Purchaser shall not be required to contribute any amount in excess of the amount by which the net amount received by such Purchaser from the sale of the Purchased Units to which such loss relates exceeds the amount of any damages which such Purchaser has otherwise been required to pay by reason of such untrue statement. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Each Purchaser’s obligations in this subsection to contribute shall be in proportion to its sale of Purchased Units to which such loss relates and shall not be joint with any other Purchaser. (b) The parties to this Agreement hereby acknowledge that they are sophisticated business persons who were represented by counsel during the negotiations regarding the provisions hereof including, without limitation, the provisions of this Section 8, and are fully informed regarding said provisions. The parties are advised that federal or state public policy as interpreted by the courts in certain jurisdictions may be contrary to certain of the provisions of this Section 8, and the Merger Agreement and, on the first (1st) Business Day after the expiration of parties hereto hereby expressly waive and relinquish any right or ability to assert such 30-day period, the Escrow Agent shall pay public policy as a defense to Parent (or Parent’s designee) a claim under this Section 8 and further agree not to attempt to assert any such Indemnity Claim Amount from (and only to the extent of) the Escrowed Funds; provided, that before making such payment to Parent, Escrow Agent shall have received from Parent written notice that such thirty (30) calendar day period has elapsed and that Parent has not received a Dispute Notice from Seller. The Escrow Agent shall not inquire into or consider whether a Claim or Claim Notice complies with the requirements of the Merger Agreementdefense.

Claims for Indemnification. If Parent delivers to Seller a notice of a claim for indemnification pursuant to Article XII or Article XIII of the Merger Agreement Damages (each, a “Claim” and each ”) is to be made by any Party hereto (the “Indemnitee”), such notice, Indemnitee shall give written notice (a “Claim Notice”), Parent shall also send a copy of such notice ) to the Escrow Agent, which notice shall include a certification by Parent that a copy of such notice has been delivered to Seller. Without limiting the Merger Agreement, each Claim Notice shall set forth the aggregate amount of the Damages (as defined in the Merger Agreement) claimed by Parent or an estimate thereof to the extent then known other Party (the “Indemnity Indemnitor”) as soon as practicable after the Indemnitee becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Agreement. In the case of a Claim Amountinvolving the assertion of a claim by a third party (whether pursuant to a lawsuit or other legal action or otherwise, a “Third-Party Claim”), (i) the Indemnitor shall be entitled, if it so elects, at its own cost, risk and expense, (A) to take control of the defense and investigation of such Third-Party Claim and (B) to pursue the defense thereof by appropriate actions or proceedings, including, without limitation, to employ and engage attorneys of its own choice reasonably acceptable to the Indemnitee to handle and defend the same, and (ii) the Indemnitor shall be entitled (but not obligated), if it so elects, to compromise or settle such claim, which compromise or settlement shall be made only with the written consent of the Indemnitee, such consent not to be unreasonably withheld. In the event the Indemnitor elects to assume control of the defense and investigation of such lawsuit or other legal action in accordance with this Section 19, the Indemnitee may, at its own cost and expense, participate in the investigation, trial and defense of such Third-Party Claim. If Seller desires the Indemnitor fails to dispute such Claim, Seller shall deliver to Parent and assume the Escrow Agent (which notice to the Escrow Agent shall include a certification by Seller that a copy defense of such notice has been delivered to Parent) written notice disputing such Third-Party Claim in accordance with this Agreement within fifteen (each a “Dispute Notice”) within thirty (3015) calendar days following after receipt by Seller of the applicable Claim Notice. If Seller timely delivers a Dispute Notice to Parent and the Escrow Agent regarding an applicable Claim, the Escrow Agent Indemnitee shall make payment with respect (upon delivering notice to such effect to the Indemnitor) have the right to undertake, at the Indemnitor’s sole cost, risk and expense, the defense, compromise and settlement of such Third-Party Claim only on behalf of and for the account of the Indemnitor; provided that such Third-Party Claim shall not be compromised or settled without the written consent of the Indemnitor, which consent shall not be unreasonably withheld. In the event the Indemnitor assumes the defense of the claim, the Indemnitor shall keep the Indemnitee reasonably informed of the progress of any such defense, compromise or settlement, and in the event the Indemnitee assumes the defense of the claim, the Indemnitee shall keep the Indemnitor reasonably informed of the progress of any such defense, compromise or settlement. The Indemnitor shall be liable for any settlement of any Third-Party Claim effected pursuant to and in accordance with Joint Instructions delivered pursuant this Section 19 and for any final judgment (subject to Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parentright of appeal), as applicable. If no Dispute Notice is received by the Escrow Agent within such 30-day period, then the Indemnity Claim Amount as set forth in the applicable Claim Notice shall be deemed established for purposes of this Agreement and the Merger Agreement and, on the first (1st) Business Day after the expiration Indemnitor agrees to indemnify and hold harmless Indemnitee from and against any and all Damages by reason of such 30-day period, the Escrow Agent shall pay to Parent (settlement or Parent’s designee) such Indemnity Claim Amount from (and only to the extent of) the Escrowed Funds; provided, that before making such payment to Parent, Escrow Agent shall have received from Parent written notice that such thirty (30) calendar day period has elapsed and that Parent has not received a Dispute Notice from Seller. The Escrow Agent shall not inquire into or consider whether a Claim or Claim Notice complies with the requirements of the Merger Agreementjudgment.

Claims for Indemnification. If Parent delivers (a) In the event that any Indemnified Party has a claim against any Person from whom indemnification is sought (an “Indemnifying Party”) pursuant to Seller Section 9.1 hereof, which does not involve a claim being sought to be collected by a third party, the Indemnified Party shall provide notice of a such claim for indemnification pursuant to Article XII or Article XIII of the Merger Agreement (each, a “Claim” and each such notice, a “Claim Notice”), Parent shall also send a copy of such notice ) to the Escrow Agent, which notice shall include a certification by Parent that a copy of such notice has been delivered to Seller. Without limiting Shareholder Representative (or the Merger Agreement, each Claim Notice shall set forth the aggregate amount of the Damages (as defined particular Indemnifying Party in the Merger Agreement) claimed by Parent or an estimate thereof to the extent then known (the “Indemnity Claim Amount”event that recovery is being sought directly from such Indemnifying Party). If Seller desires to dispute such Claimthe Shareholder Representative (or the Indemnifying Party, Seller shall deliver to Parent and if applicable) does not notify the Escrow Agent (which notice to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) Indemnified Party within thirty (30) calendar days from receipt of the Claim Notice that Shareholder Representative (or the Indemnifying Party, if applicable) disputes such claim, or its liability to the Indemnified Party for such claim, the amount of such claim shall be conclusively deemed a liability of the Indemnifying Parties hereunder. In case an objection is made in writing by the Shareholder Representative in accordance with this Section 9.2(a) (an “Objection Notice”), the Indemnified Party shall have thirty (30) days to respond in a written statement to such Objection Notice; provided further that, to be effective, such Objection Notice must (i) be delivered to the Indemnified Party prior to midnight (Eastern time) on the 30th day following receipt by Seller of the applicable Claim Notice. If Seller timely delivers a Dispute Notice to Parent and the Escrow Agent regarding an applicable Claim(such deadline, the Escrow Agent “Objection Deadline”) and (ii) set forth in reasonable detail the nature of the objections to the claims in respect of which the objection is made. Each Claim Notice shall: (1) state that an Indemnified Party has paid, sustained, incurred, or properly accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Damages, and (2) set forth in reasonable detail the individual items of Damages included in the amount so stated, the date each such item was paid, sustained, incurred, or properly accrued, or the basis for such anticipated liability, and, if applicable, the nature of the misrepresentation, breach of warranty or covenant to which such item is related. (b) In case the Shareholder Representative delivers an Objection Notice in accordance with Section 9.2(a) hereof, the Shareholder Representative and Parent shall make payment attempt in good faith to agree upon the rights of the respective parties with respect to each of such Claim only claims. If the dispute has not been resolved within thirty (30) days after the Indemnifying Party notice of such dispute, either the Stockholders’ Representative or the Parent may initiate litigation in accordance with Joint Instructions delivered pursuant to Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.212.3. Escrow Agent shall conclusively presume that any Claim In the event the Parent does not receive an Objection Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received by the Escrow Agent within such 30-day periodObjection Deadline, then the Indemnity Claim Amount as claim(s) set forth in the applicable Claim Notice shall be conclusively deemed established for purposes of this Agreement to be approved by the Stockholders Representative and the Merger Agreement and, on the first (1st) Business Day after the expiration of such 30-day period, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only to the extent of) the Escrowed Funds; provided, that before making such payment to Parent, Escrow Agent shall have received from Parent written notice that such thirty (30) calendar day period has elapsed and that Parent has not received a Dispute Notice from Seller. The Escrow Agent shall not inquire into or consider whether a Claim or Claim Notice complies with the requirements of the Merger AgreementIndemnifying Party.

Claims for Indemnification. If Parent delivers to Seller a Whenever any claim shall arise for indemnification under this Article VI, the Sellers and Shareholders on the one hand or Buyer on the other hand, as the case may be, seeking indemnification (the “Indemnified Party”), shall notify the party from whom indemnification is sought in writing (the “Indemnifying Party”) of the claim within fourteen (14) days of the receipt of written notice of a any such claim and, when known, the facts constituting the basis for indemnification pursuant to Article XII or Article XIII of the Merger Agreement such claim (each, a an “Claim” and each such notice, a “Indemnification Claim Notice”). 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, Parent shall also send a copy of such notice to the Escrow Agent, which notice shall include a certification by Parent that a copy of such notice has been delivered to Seller. Without limiting the Merger Agreement, each Indemnification Claim Notice shall set forth specify, if known, the aggregate amount or an estimate of the amount of the Damages (as defined liability arising therefrom and shall append all legal papers, notices and other documents received in connection therewith. The delivery of the Merger Agreement) claimed Indemnification Claim Notice by Parent or an estimate thereof the Indemnified Party to the extent then known (the “Indemnity Claim Amount”). If Seller desires Indemnifying Party within such fourteen-day period shall not be a condition precedent to dispute such Claim, Seller shall deliver to Parent and the Escrow Agent (which notice to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following receipt by Seller any liability of the applicable Indemnifying Party under this Agreement, unless such Indemnifying Party has otherwise been prejudiced by the lack of or delay in delivering such Indemnification Claim Notice. If Seller timely delivers The Indemnified Party shall not settle or compromise any claim by a Dispute Notice third party for which it is entitled to Parent and indemnification hereunder without the Escrow Agent regarding prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed if the settlement or judgment includes an applicable Claim, unconditional release to the Escrow Agent shall make payment Indemnified Party from all liability with respect to such Claim only claim, 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 accordance with Joint Instructions delivered pursuant Section 6.6 hereof, the Indemnified Party shall have the right to Section 3.1 settle or a Final Order compromise such claim upon giving reasonable and Legal Opinion delivered pursuant timely notice to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parentthe Indemnifying Party, as applicable. If no Dispute Notice is received by the Escrow Agent within such 30-day period, then the Indemnity Claim Amount as set forth provided in the applicable Claim Notice shall be deemed established for purposes of this Agreement and the Merger Agreement and, on the first (1st) Business Day after the expiration of such 30-day period, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only to the extent of) the Escrowed Funds; provided, that before making such payment to Parent, Escrow Agent shall have received from Parent written notice that such thirty (30) calendar day period has elapsed and that Parent has not received a Dispute Notice from Seller. The Escrow Agent shall not inquire into or consider whether a Claim or Claim Notice complies with the requirements of the Merger AgreementSection 6.6.

Claims for Indemnification. If Parent delivers to Seller a notice of a (i) Whenever any claim shall arise for indemnification pursuant under this Section 12.2, NCI shall describe such claim in a written notice ("Notice of Claim") to Article XII or Article XIII of the Merger Agreement (each, a “Claim” and each such notice, a “Claim Notice”), Parent shall also send a copy of such notice to the Escrow Agent, which notice shall include a certification by Parent that a copy of such notice has been delivered to Seller. Without limiting the Merger Agreement, each Claim Notice shall set forth the aggregate amount of the Damages Representative (as defined in Section 12.6 below) and, when known, specify the Merger Agreement) claimed by Parent facts con stituting the basis for such claim and the amount or an estimate of the amount of such claim. Each Notice of Claim shall (A) be signed by a representative of NCI, (B) contain a description of the claim, (C) specify the amount of such claim, and (D) state that, in the opinion of the signer thereof, such Notice of Claim is valid under the terms of Section 12 hereof and is being given by NCI in good faith. (ii) NCI shall give such Representative prompt notice of any claim for indemnification hereunder resulting from, or in connection with, any claim or legal proceeding by a person who is not a party to this Agreement ("Third- Party Claim") and, with respect to any Third-Party Claim, NCI shall undertake the defense thereof by representatives reasonably satisfactory to NCI and such Representative. NCI shall not have the right to settle or compromise or enter into any binding agreement to settle or compromise, or consent to entry of any judgment arising from, any such claim or proceeding in its sole discretion without the prior written consent of such Representative. The Representative shall have the right to participate in any such defense of a Third-Party Claim with advisory counsel of his own choosing at his own expense. In the event NCI, within a reasonable time after notice of any Third-Party Claim, fails to defend, any Representative shall have the right to undertake the defense, compromise or settlement of such Third-Party Claim on behalf of, and for the account of, the Stockholders, at the expense and risk of the Stockholders to the extent then known (the “Indemnity Claim Amount”). If Seller desires to dispute such Claim, Seller shall deliver to Parent and the Escrow Agent (which notice to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following receipt by Seller of the applicable Claim Notice. If Seller timely delivers a Dispute Notice to Parent and the Escrow Agent regarding an applicable Claim, the Escrow Agent shall make payment with respect to such Claim only in accordance with Joint Instructions delivered pursuant to Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received by the Escrow Agent within such 30-day period, then the Indemnity Claim Amount as their liability set forth in Section 12. No Representative, without NCI's written consent, shall settle or compromise any such Third-Party Claim or consent to entry of any judgment that does not include, as an unconditional term thereof, the applicable Claim Notice shall be deemed established for purposes of this Agreement and giving by the Merger Agreement andclaimant or the plaintiff to NCI and/or NCI's subsidiary or subsidiaries, on or affiliate or affiliates, as the first (1st) Business Day after the expiration case may be, an unconditional release from all liability in respect of such 30Third-day period, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only Party Claim. Notwithstanding any provision herein to the extent of) the Escrowed Funds; providedcontrary, that before making such payment failure of NCI to Parent, Escrow Agent shall have received from Parent written give any notice that such thirty (30) calendar day period has elapsed and that Parent has not received a Dispute Notice from Seller. The Escrow Agent of any Third-Party Claim required by this Section 12 shall not inquire into constitute a waiver of NCI's right to indemnification or consider whether a Claim or Claim Notice complies with the requirements of the Merger Agreementdefense to any claim by NCI hereunder.

Claims for Indemnification. If Parent delivers to Seller a notice of a claim Whenever any Seller's Claim shall arise for indemnification pursuant to of under this Article XII or Article XIII X, the VMI Shareholders and the INFUSYSTEM Shareholders shall notify I-FLOW and I-FLOWSUB of the Merger Agreement (eachSeller's Claim and, when known, the facts constituting the basis for such Seller's Claim. In the event of any Seller's Claim for indemnification hereunder resulting from or in connection with any Seller's Claim or legal proceedings by a “Claim” and each third party, such notice, a “Claim Notice”), Parent notice shall also send a copy specify, if known, the amount or an estimate of such notice to the Escrow Agent, which notice shall include a certification by Parent that a copy of such notice has been delivered to Seller. Without limiting the Merger Agreement, each Claim Notice shall set forth the aggregate amount of the Damages (as defined liability arising therefrom. The VMI Shareholders and the INFUSYSTEM Shareholders shall give I-FLOW and I-FLOWSUB a reasonable opportunity to defend any such Seller's Claim at its own expense and with counsel of their own selection and reasonably acceptable to the VMI Shareholders and the INFUSYSTEM Shareholders, provided that the VMI Shareholders and the INFUSYSTEM Shareholders shall at all times also have the right to fully participate in the Merger Agreementdefense at their own expense. If I-FLOW and I-FLOWSUB shall, within a reasonable time after notice, fail to defend, the VMI Shareholders and the INFUSYSTEM Shareholders shall have the right to undertake the defense of, and to compromise or settle (exercising reasonable business judgment) claimed by Parent or an estimate thereof the Seller's Claim on behalf, for the account, and at the risk of, I-FLOW and I-FLOWSUB. The VMI Shareholders and the INFUSYSTEM Shareholders shall notify I-FLOW and I-FLOWSUB in writing of the existence of any Seller's Claim to which I-FLOW and I-FLOWSUB's indemnification would apply, but failure to so notify I-FLOW and I-FLOWSUB shall not relieve I-FLOW and I-FLOWSUB of any liability hereunder unless and to the extent then known (such failure causes I-FLOW and I-FLOWSUB to lose the “Indemnity Claim Amount”). If Seller desires right to dispute such Claim, Seller shall deliver to Parent and the Escrow Agent (which notice to the Escrow Agent shall include assert a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following receipt by Seller of the applicable Claim Notice. If Seller timely delivers a Dispute Notice to Parent and the Escrow Agent regarding an applicable Claim, the Escrow Agent shall make payment with respect reasonable defense to such Claim only in accordance with Joint Instructions delivered pursuant to Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received by the Escrow Agent within such 30-day period, then the Indemnity Claim Amount as set forth in the applicable Claim Notice shall be deemed established for purposes of this Agreement and the Merger Agreement and, on the first (1st) Business Day after the expiration of such 30-day period, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only to the extent of) the Escrowed Funds; provided, that before making such payment to Parent, Escrow Agent shall have received from Parent written notice that such thirty (30) calendar day period has elapsed and that Parent has not received a Dispute Notice from Seller. The Escrow Agent shall not inquire into or consider whether a Claim or Claim Notice complies with the requirements of the Merger Agreement's Claim.

Claims for Indemnification. If Parent delivers (a) Subject to Seller a notice Section 8.1, whenever any claim arises for indemnification hereunder the party seeking indemnification (the “Indemnified Party”), will promptly notify the party from whom indemnification is sought (the ”Indemnifying Party”) of a the claim and, when known, the facts constituting the basis for such claim. In the case of any such claim for indemnification pursuant to Article XII hereunder resulting from or Article XIII in connection with any claim or legal proceedings of the Merger Agreement a third party (each, a “”Third Party Claim” and each such notice, a “Claim Notice”), Parent shall also send a copy of such the notice to the Escrow AgentIndemnifying Party will specify with reasonable specificity, if known, the basis under which notice shall include a certification by Parent that a copy the right to indemnification is being asserted and the amount or an estimate of such notice has been delivered to Seller. Without limiting the Merger Agreement, each Claim Notice shall set forth the aggregate amount of the Damages (as defined liability arising therefrom. The Indemnifying Party shall have the right to dispute and defend all Third Party Claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by the Indemnifying Party, and the cost of such defense shall be borne by the Indemnifying Party, except that the Indemnified Party shall have the right to participate in such defense at its own expense, and provided, however that the Indemnifying Party must first acknowledge that the claim is a bona fide indemnification claim under this Agreement. The Indemnified Party shall cooperate in all reasonable respects in the Merger Agreement) claimed by Parent or an estimate thereof investigation, trial and defense of any such claim, including making personnel, books, and records relevant to the extent then known (claim available to the “Indemnity Claim Amount”)Indemnifying Party, without charge, except for reasonable out-of-pocket expenses. If Seller desires the Indemnifying Party fails to dispute such Claim, Seller shall deliver to Parent and the Escrow Agent (which notice to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) take action within thirty (30) calendar days following receipt by Seller of the applicable Claim Notice. If Seller timely delivers a Dispute Notice to Parent and the Escrow Agent regarding an applicable Claim, the Escrow Agent shall make payment with respect to such Claim only in accordance with Joint Instructions delivered pursuant to Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received by the Escrow Agent within such 30-day periodset forth above, then the Indemnity Indemnified Party shall have the right to pay, compromise or defend any Third Party Claim Amount and to assert the amount of any payment on the Third Party Claim plus the reasonable expenses of defense or settlement as set forth the claim. The Indemnified Party shall also have the right and upon delivery of advance written notice to such effect to the Indemnifying Party, exercisable in good faith, to take such action as may be reasonably necessary to avoid a default prior to the assumption of the defense of the Third Party Claim by the Indemnifying Party, and any reasonable expenses incurred by Indemnified Party so acting shall be paid by the Indemnifying Party. Except as otherwise provided herein, the Indemnified Party will not, except at its own cost and expense, settle or compromise any Third Party Claim for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which will not be unreasonably withheld. The parties intend that all indemnification claims be made as promptly as practicable. (b) If the Indemnifying Party is of the opinion that the Indemnified Party is not entitled to indemnification, or is not entitled to indemnification in the applicable Claim Notice shall amount claimed in such notice, the Indemnifying Party will deliver, within ten (10) business days after the receipt of such notice, a written objection to such claim and written specifications in reasonable detail of the aspects or details objected to, and the grounds for such objection. If the Indemnifying Party filed timely written notice of objection to any claim for indemnification, the validity and amount of such claim will be deemed established for purposes determined by arbitration pursuant to Article IX. If timely notice of objection is not delivered or if a claim by an Indemnified Party is admitted in writing by an Indemnifying Party or if an arbitration award is made in favor of an Indemnified Party, the Indemnified Party, as a non-exclusive remedy, will have the right to set-off the amount of such claim or award against any amount yet owed, whether due or to become due, by the Indemnified Party or any subsidiary thereof to any Indemnifying Party by reason of this Agreement and or any agreement or arrangement or contract to be entered into at the Merger Agreement and, on the first (1st) Business Day after the expiration of such 30-day period, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only to the extent of) the Escrowed Funds; provided, that before making such payment to Parent, Escrow Agent shall have received from Parent written notice that such thirty (30) calendar day period has elapsed and that Parent has not received a Dispute Notice from Seller. The Escrow Agent shall not inquire into or consider whether a Claim or Claim Notice complies with the requirements of the Merger AgreementClosing.

Claims for Indemnification. If Parent delivers It is the intent of this Agreement to Seller a notice secure for the Indemnitee rights of a claim for indemnification pursuant to Article XII or Article XIII indemnity that are as favorable as may be permitted under applicable law, including without limitation the Florida Statues and public policy of the Merger Agreement (eachState of Florida. Accordingly, a “Claim” the parties agree that the following procedures and each such noticepresumptions shall apply in the event of any Proceeding or any claim, a “Claim Notice”), Parent shall also send a copy of such notice issue or matter therein with regard to the Escrow Agent, which notice shall include a certification by Parent that a copy of such notice has been delivered to Seller. Without limiting the Merger Indemnity will or could be sought under this under this Agreement, each Claim Notice shall set forth the aggregate amount Company’s Charter or any other obligation whatsoever of the Damages Company to indemnify the Indemnittee or for which insurance coverage could be available: (as defined a) Whenever any Proceedings shall arise, to obtain indemnification under this Agreement, the Indemnitee shall notify the Company promptly in the Merger Agreement) claimed by Parent or an estimate thereof to the extent then known (the “Indemnity Claim Amount”). If Seller desires to dispute such Claim, Seller shall deliver to Parent writing and the Escrow Agent (which notice to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) in any event within thirty (30) calendar days following receipt by Seller after the Indemnitee has actual knowledge of the applicable Claim Notice. If Seller timely delivers a Dispute Notice to Parent and facts constituting the Escrow Agent regarding an applicable Claimbasis for such Proceeding or any claim, the Escrow Agent shall make payment issue or matter therein; provided, however, that with respect to any Proceeding (or any claim, issue or matter therein), that was initiated prior to the Effective Date, the Indemnitee shall notify the Company promptly in writing within the later of (X) ten (10) days after the effectiveness of this Agreement, and (Y) thirty (30) days after the Indemnitee has actual knowledge of the facts constituting the basis for such Claim only in accordance with Joint Instructions delivered pursuant Proceeding (or any claim, issue or matter therein) (such notice, the “Indemnification Notice”). The Indemnification Notice shall specify all facts known to Section 3.1 the Indemnitee giving rise to such indemnification right and the amount or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent an estimate of the amount of liability (including estimated expenses) arising therefrom. (b) Any indemnification under this Agreement shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If be made no Dispute Notice is received later than thirty (30) days after receipt by the Escrow Agent Company of the Indemnification Notice, unless a determination is made within such 30-day period, then the Indemnity Claim Amount as set forth in the applicable Claim Notice shall be deemed established for purposes of this Agreement and the Merger Agreement and, on the first (1st) Business Day after the expiration of such 30-day period, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only to the extent of) the Escrowed Funds; provided, that before making such payment to Parent, Escrow Agent shall have received from Parent written notice that such thirty (30) calendar day period has elapsed and by (X) the Board by a majority vote of a quorum consisting of directors who were not parties to the Proceeding described in the Indemnification Notice, or (Y) Independent Counsel (as hereinafter defined), agreed to by the Company, in a written opinion (which counsel shall be appointed if such a quorum is not obtainable), that Parent the Indemnitee has not received met the relevant standards for indemnification under this Agreement. Independent Counsel may be appointed by a Dispute Notice from Sellermajority vote of a quorum consisting of directors, notwithstanding that any such directors are parties to the Proceeding described in the Indemnification Notice. (c) If and when a determination with respect to the Indemnitee’s lack of entitlement to indemnification hereunder is made pursuant to Section 5(b), the person or persons or entity making such determination shall first presume that the Indemnitee is entitled to indemnification under this Agreement and shall thereafter have the burden of persuasion by clear and convincing evidence that the Indemnitee has not met the applicable standard of conduct to be entitled to indemnification under this Agreement, the Company’s articles of incorporation, the bylaws and other obligations of the Company to indemnify the Indmnitee pursuant to which the Indemnitee is claiming the right to indemnification. The Escrow Agent Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper under the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. (d) To the maximum extent permitted by applicable law, the Indemnitee shall be deemed to have acted in good faith if the Indemnitee’s action was based on the records or books of account of the Enterprise (as hereinafter defined), including financial statements, or on information supplied to the Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not inquire into be imputed to the Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or consider whether not the foregoing provisions of this Section 5(d) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a Claim manner he reasonably believed to be in or Claim Notice complies not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (e) The Indemnitee shall reasonably cooperate with the requirements person, persons or entity making such determination with respect to the Indemnitee’s lack of entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Independent Counsel or member of the Merger Board shall act reasonably and in good faith in making a determination regarding the Indemnitee’s lack of entitlement to indemnification under this Agreement. Any costs or expenses (including attorneys’ fees and disbursements) incurred by the Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold the Indemnitee harmless therefrom. (f) The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding or any claim, issue or matter therein to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such Proceeding or claim, issue or matter therein with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding or claim, issue or matter therein; provided, however, that the Indemnitee shall not be entitled to indemnification under this Agreement with respect to any settlement unless the Company shall have consented to such settlement, which consent shall not be unreasonably withheld. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (g) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his conduct was unlawful. (h) The Company will be entitled to participate in the Proceeding at its own expense.

Claims for Indemnification. If Parent delivers In the event it shall appear that an -------------------------- event giving rise to Seller indemnification hereunder has occurred or is threatened, the Indemnitee shall provide the Indemnitor with prompt written notice thereof, stating that such event has occurred or is threatened, describing such event in reasonable detail the specifying or reasonably estimating the amount of the Losses and the method of computation thereof, all with reasonable particularity and containing a reference to the provision(s) of this Agreement in respect of which such right of indemnification is claimed or arises (the "Notice of Claim"). The Indemnitee shall be deemed to have waived its right to indemnification for any Losses for which notice is not given in a timely manner as set forth herein if and to the extent that the Indemnitor can show that such failure to give timely notice has materially prejudiced the Indemnitor's ability to defend or otherwise respond to such claim. For purposes hereof, any claim for indemnification shall be deemed to have been made as of the date on which the Notice of Claim is delivered to the Indemnitor. (i) In the event the Indemnitor shall in good faith dispute the validity of all or any amount of a claim for indemnification pursuant to Article XII or Article XIII of the Merger Agreement (each, a “Claim” and each such notice, a “Claim Notice”), Parent shall also send a copy of such notice to the Escrow Agent, which notice shall include a certification by Parent that a copy of such notice has been delivered to Seller. Without limiting the Merger Agreement, each Claim Notice shall as set forth the aggregate amount of the Damages (as defined in the Merger Agreement) claimed by Parent or an estimate thereof to the extent then known (the “Indemnity Claim Amount”). If Seller desires to dispute such Notice of Claim, Seller shall deliver to Parent and the Escrow Agent (which notice to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) Indemnitor shall, within thirty (30) calendar days following of its receipt by Seller of the applicable Notice of Claim, execute and deliver to the Indemnitee a notice setting forth with reasonable particularity the grounds and the basis upon which the claim and/or amount of Loss is disputed (the "Dispute Statement"). (ii) In the event the Indemnitor shall not within thirty (30) days of its receipt of the Notice of Claim Notice. If Seller timely delivers deliver to the Indemnitee a Dispute Notice to Parent and Statement or the Escrow Agent regarding an applicable Claim, Indemnitor shall dispute only a portion of the Escrow Agent shall make payment with respect to such Claim only in accordance with Joint Instructions delivered pursuant to Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received by the Escrow Agent within such 30-day period, then the Indemnity Claim Amount as amount set forth in the applicable Notice of Claim, then the amount of the claim described in the Notice of Claim Notice or the portion thereof not disputed shall be deemed established for purposes of this Agreement to be admitted (the "Admitted Liability") and shall, upon the Merger Agreement and, on the first (1st) Business Day after the expiration incurring of such 30-day periodLoss, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (immediately be due and only payable to the extent ofIndemnitee by the Indemnitor. (iii) In the Escrowed Funds; provided, that before making such payment to Parent, Escrow Agent event the Indemnitor shall have received from Parent written notice that such within thirty (30) calendar day period has elapsed and that Parent has not received days of its receipt of the Notice of Claim deliver to the Indemnitee a Dispute Statement, then the portion of the claim described in the Notice from Seller. The Escrow Agent of Claim that is disputed by the Indemnitor shall not inquire into be due and payable, except in accordance with a final and unappealable decision of a court of competent jurisdiction, or consider whether a Claim or Claim Notice complies with written agreement by the requirements parties stipulating the amount of the Merger AgreementAdmitted Liability.

Claims for Indemnification. If Parent delivers (i) Whenever any claim shall arise for indemnification under this Section 12.3, a Representative shall describe such claim in a Notice of Claim to Seller NCI and, when known, specify the facts constituting the basis for such claim and the amount or an estimate of the amount of such claim. Each Notice of Claim shall (A) be signed by a Repre sentative, (B) contain a description of the claim, (C) specify the amount of such claim, and (D) state that, in the opinion of the signer thereof, such Notice of Claim is valid under the terms of Section 12 hereof and is being given by a Representative in good faith. (ii) A Representative shall give NCI prompt notice of a any claim for indemnification pursuant hereunder resulting from, or in connection with, any claim or Third-Party Claim and, with respect to Article XII any Third-Party Claim, such Representative shall undertake the defense thereof by representatives reasonably satisfactory to NCI and such Representative. No Representative shall have the right to settle or Article XIII compromise or enter into any binding agreement to settle or compromise, or consent to entry of any judgment arising from, any such claim or proceeding in its sole discretion without the Merger Agreement (eachprior written consent of NCI. NCI shall have the right to participate in any such defense of a Third-Party Claim with advisory counsel of its own choosing at its own expense. In the event any Representative, within a “reasonable time after notice of any Third-Party Claim” and each such notice, a “Claim Notice”)fails to defend, Parent NCI shall also send a copy have the right to undertake the defense, compromise or settlement of such notice to Third-Party Claim on behalf of, and for the Escrow Agentaccount of, which notice shall include a certification by Parent that a copy NCI, at the expense and risk of such notice has been delivered to Seller. Without limiting the Merger Agreement, each Claim Notice shall set forth the aggregate amount of the Damages (as defined in the Merger Agreement) claimed by Parent or an estimate thereof NCI to the extent then known (the “Indemnity Claim Amount”). If Seller desires to dispute such Claim, Seller shall deliver to Parent and the Escrow Agent (which notice to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following receipt by Seller of the applicable Claim Notice. If Seller timely delivers a Dispute Notice to Parent and the Escrow Agent regarding an applicable Claim, the Escrow Agent shall make payment with respect to such Claim only in accordance with Joint Instructions delivered pursuant to Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received by the Escrow Agent within such 30-day period, then the Indemnity Claim Amount as its liability set forth in Section 12. NCI, without a Representative's written consent, shall not settle or compromise any such Third-Party Claim or consent to entry of any judgment that does not include, as an unconditional term thereof, the applicable Claim Notice shall be deemed established for purposes of this Agreement and giving by the Merger Agreement andclaimant or the plaintiff to the Stockholders, on or affiliate or affiliates, as the first (1st) Business Day after the expiration case may be, an unconditional release from all liability in respect of such 30-day period, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only Third- Party Claim. Notwithstanding any provision herein to the extent of) the Escrowed Funds; providedcontrary, that before making such payment failure of a Representative to Parent, Escrow Agent shall have received from Parent written give any notice that such thirty (30) calendar day period has elapsed and that Parent has not received a Dispute Notice from Seller. The Escrow Agent of any Third-Party Claim required by this Section 12 shall not inquire into or consider whether constitute a Claim or Claim Notice complies with the requirements waiver of the Merger AgreementStockholders' right to indemnification or a defense to any claim by the Stockholders hereunder.

Claims for Indemnification. If Parent delivers (a) At any time that a Buyer Indemnified Party or a Seller Indemnified Party (each, an “Indemnified Party”) has or claims to have incurred Losses with respect to which the Sellers or the Buyer (each, an “Indemnifying Party”) is or may be required to provide indemnification under this Agreement (a “Liability Claim”), the Buyer, on behalf of such Buyer Indemnified Party, or the Representative, on behalf of such Seller a notice Indemnified Party, shall deliver one or more written notices of a claim for indemnification pursuant to Article XII or Article XIII of the Merger Agreement such Liability Claim (each, a “Claim” and each such notice, a “Claim Claims Notice”) to the Indemnifying Party. Such Claims Notice shall be delivered to the Buyer (in the event of a claim for Losses against the Buyer), Parent and shall also send be delivered to the Representative (on behalf of the Sellers, in the event of a claim for Losses against the Sellers), in each case, together with a copy of such notice any related correspondence or documentation. A Claims Notice will describe the Liability Claim to which it relates in reasonable detail, indicate the Escrow Agentamount (estimated, which notice shall include a certification by Parent that a copy of such notice has been delivered to Seller. Without limiting the Merger Agreement, each Claim Notice shall set forth the aggregate amount of the Damages (as defined in the Merger Agreement) claimed by Parent or an estimate thereof if necessary and to the extent then known reasonably feasible) of such Liability Claim that has been paid, suffered, sustained or accrued by the Indemnified Party (the “Indemnity Claim Amount”)) and provide account information for the Indemnified Party for purposes of receiving payments pursuant to this Article 8. If Seller desires to dispute such ClaimTo the extent that the Claim Amount is not determinable as of the date of delivery of a Claims Notice, Seller shall deliver to Parent and the Escrow Agent (which notice to the Escrow Agent shall include a certification by Seller that a copy Buyer, on behalf of such notice has been delivered to Parent) written notice disputing Buyer Indemnified Party, or the Sellers’ Representative, on behalf of such Claim (each Seller Indemnified Party, may deliver a “Dispute Notice”) within thirty (30) calendar days following receipt by Seller of Claims Notice stating the applicable Claim Notice. If Seller timely delivers a Dispute Notice to Parent and maximum amount that the Escrow Agent regarding an applicable Claim, Indemnified Party in good faith estimates or anticipates that the Escrow Agent shall make payment Indemnified Party may pay or suffer with respect to such Claim only the Liability Claim; provided, however, that the provision of an estimated or anticipated amount of Losses will not limit the Losses recoverable or recovered by an Indemnified Party. A failure by an Indemnified Party to give timely, complete or accurate notice as provided in accordance with Joint Instructions delivered pursuant to this Section 3.1 8.4 will not affect the rights or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that obligations of any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received by the Escrow Agent within such 30-day period, then the Indemnity Claim Amount as set forth in the applicable Claim Notice shall be deemed established for purposes of this Agreement and the Merger Agreement and, on the first (1st) Business Day after the expiration of such 30-day period, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (Indemnifying Party except and only to the extent ofthat, as a result of such failure, the Indemnifying Party was directly and materially damaged as a result of such failure to give timely, complete or accurate notice. The Buyer is the sole and exclusive Person authorized to act for and bring a Liability Claim on behalf of the Buyer Indemnified Parties and the Representative is the sole and exclusive Person authorized to act for and bring a Liability Claim on behalf of any or all Sellers. In addition, the Sellers’ Representative is the sole and exclusive Person authorized to act for and defend against Liability Claims (including any such claims related to Third Party Claims, as described below) brought by a Buyer Indemnified Party against the Escrowed Funds; providedSellers as an Indemnifying Party and, that before making in such payment instances, for the purposes of Section 8.4 and Section 8.5, the Indemnifying Party shall refer to Parent, Escrow Agent shall have received from Parent the Representative. (b) The Indemnifying Party may object to all or any portion of a Liability Claim set forth in a Claims Notice by delivering written notice to the Indemnified Party (an “Objection Notice”) by 5:00 p.m., Eastern Time, on the date that such thirty (30) calendar day period has elapsed and that Parent has not received a Dispute Notice from Seller. The Escrow Agent shall not inquire into or consider whether a Claim or Claim Notice complies with is the requirements 10th Business Day after delivery of the Merger AgreementClaims Notice (the “Objection Dispute Deadline”). Such Objection Notice shall describe the grounds for such objection in reasonable detail and set forth the portion of the Claim Amount being disputed or specify that the entire Claim Amount is being disputed. If an Objection Notice is not delivered by an Indemnifying Party to the Indemnified Party prior to the Objection Dispute Deadline, such failure to so object will be a final, binding and irrevocable acknowledgment by the Indemnifying Party that the Indemnified Party is entitled to be indemnified, defended and held harmless and reimbursed for the Losses set forth in the Claims Notice, in accordance with and subject to the provisions of, this Article 8, and the Indemnified Party shall be entitled to payment in the manner specified in Section 8.9. If an Objection Notice was delivered to the Indemnified Party, but such Objection Notice states that the Indemnifying Party is obligated to indemnify, or admits liability, only with respect to a portion of the Losses claimed in the Claims Notice, the Indemnified Party shall be entitled to be indemnified, defended and held harmless and reimbursed for the Losses set forth in the Claims Notice for which no objection was made, in accordance with and subject to the provisions of, this Article 8, and the Indemnified Party shall be entitled to payment, in the manner specified in Section 8.9, of the amount of the portion of the Losses set forth in such Claims Notice to which no objection was made. (c) If the Indemnifying Party delivers an Objection Notice to the Indemnified Party by the applicable Objection Dispute Deadline, the Indemnifying Party and the Indemnified Party will attempt in good faith to agree upon the rights of the respective parties hereto with respect to the subject of such Claims Notice. If the Indemnifying Party and the Indemnified Party should so agree, a memorandum or certificate setting forth such agreement will be prepared and signed by the Buyer and the Representative, and the Indemnified Party shall be entitled to payment in the manner specified in Section 8.9. If no such agreement can be reached after good-faith negotiation within 30 days after the applicable Objection Dispute Deadline, either the Indemnifying Party or the Indemnified Party may initiate Proceedings to resolve such dispute in accordance with Section 9.10.

Claims for Indemnification. If Parent delivers (a) A party seeking indemnification hereunder (the "Indemnitee") shall give to Seller the party from which indemnification is sought (the "Indemnitor") written notice (a notice of a claim for indemnification pursuant to Article XII or Article XIII of the Merger Agreement (each, a “Claim” and each such notice, a “"Claim Notice”)") of any claim which is subject to the indemnity obligations set forth in this Agreement, Parent shall also send a copy with sufficient promptness so as not to prejudice the Indemnitor's interests in respect of such notice to the Escrow Agent, which notice shall include a certification by Parent that a copy claim and any obligation of such notice has been delivered to Sellerindemnity arising therefrom. Without limiting the Merger Agreement, each The Claim Notice shall set forth forth, to the aggregate best of the Indemnitee's knowledge, all facts and other information with respect to the claim, including without limitation the anticipated amount of Losses or reasonable estimate thereof. The failure to give prompt notice shall not affect the rights of the Indemnitee to indemnity hereunder, except to the extent that such failure either shall have materially prejudiced the Indemnitor in the defense of such claim or shall have materially increased the amount of the Damages (as defined in obligation of the Merger Agreement) claimed Indemnitor. The Indemnitor receiving a Claim Notice may object to such Claim Notice by Parent or an estimate thereof delivering written notice of such objection to the extent then known Indemnitee within fifteen (the “Indemnity Claim Amount”). If Seller desires to dispute such Claim, Seller shall deliver to Parent and the Escrow Agent (which notice to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent15) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following after receipt by Seller of the applicable Claim Notice. If Seller the Indemnitor does not timely delivers object to a Dispute Claim Notice to Parent and the Escrow Agent regarding an applicable Claim, the Escrow Agent shall make payment with respect to such Claim only in accordance with Joint Instructions delivered pursuant to paragraph (b) of this Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any 9.4, the Indemnitor shall, within thirty (30) days after receipt of the Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or ParentNotice, as applicable. If no Dispute Notice is received by either (i) pay the Escrow Agent within such 30-day period, then amount of the Indemnity Claim Amount as claim set forth in the applicable Claim Notice shall be deemed established for purposes Notice, if a monetary amount is involved, in accordance with this Section 9, or (ii) if a claim of this Agreement and a third party is involved, have the Merger Agreement and, on right to assume the first (1st) Business Day after the expiration defense of such 30-day periodclaim. The Indemnitor shall have the exclusive right to conduct and control, through counsel of its own choosing, the Escrow Agent shall pay to Parent (defense of any such claim or Parent’s designee) such Indemnity Claim Amount from (and only to the extent of) the Escrowed Fundsany action arising therefrom; provided, that before making in conducting the defense of any such payment claim or action, the Indemnitor shall, and shall cause its counsel to, consult with the Indemnitee and counsel, if any, selected by it, and shall keep such counsel, if any, and the Indemnitee fully advised of the progress thereof. If the Indemnitor fails or refuses to Parentassume the defense and control of the defense of any such claim or action, Escrow Agent then the Indemnitee shall have received from Parent conduct and control such defense; provided, that in conducting the defense of any such claim or action, the Indemnitee shall, and shall cause its counsel to, consult with the Indemnitor and counsel, if any, selected by it, and shall keep such counsel, if any, and the Indemnitor fully advised of the progress thereof. So long as the Indemnitor is conducting the defense of any third party claim in accordance with this Section 9.4(a), (i) the Indemnitee may retain separate co-counsel at its sole cost and expense and participate in the defense of the third party claim, (ii) the Indemnitee will not consent to the entry of any judgment or enter into any settlement with respect to the third party claim without the prior written consent of the Indemnitor (such consent not to be withheld unreasonably) and (iii) the Indemnitor will not consent to the entry of any judgment or enter into any settlement with respect to the third party claim without the prior written consent of the Indemnitee (such consent not to be withheld unreasonably and such consent not to be withheld at all if the judgment or settlement contains a full release reasonably satisfactory to the Indemnitee.) (b) An Indemnitor may object to a Claim Notice by delivering written notice that such thirty to the Indemnitee (30an "Objection") calendar day period within fifteen (15) days after the receipt of the applicable Claim Notice. If an Objection has elapsed and that Parent has not received a Dispute Notice from Seller. The Escrow Agent been made, the Indemnitor shall not inquire into or consider whether a Claim or Claim Notice complies with be required to make any payments under this Section 9 until such Objection is resolved under the requirements terms of this paragraph (b) of Section 9.4. Once an Objection has been made, the Indemnitor and Indemnitee shall attempt in good faith to agree upon the rights of the Merger Agreement.respective parties with respect to the claim or claims relating to the Claim Notice. Any such agreement shall be set forth in a written memorandum signed by both parties. If the parties cannot come to such agreement within fifteen

Claims for Indemnification. If Parent delivers to Seller a notice of a (a) Whenever any claim is made for indemnification pursuant to Article XII or Article XIII of the Merger Agreement (each, a “Claim” and each ”) under this Article XI, the party making such notice, Claim (the “Claimant”) will promptly notify in writing the party against whom indemnification is sought (the “Indemnifying Party”) after the Claimant has actual knowledge of the event or events giving rise to such Claim. Any notice of Claim (a “Claim Notice”), Parent shall also send a copy of such notice to ) will state in reasonable detail the Escrow Agent, which notice shall include a certification by Parent that a copy of such notice has been delivered to Seller. Without limiting basis for the Merger Agreement, each Claim Notice shall set forth the aggregate amount of the Damages (as defined in the Merger Agreement) claimed by Parent or an estimate thereof to the extent then known (by the “Indemnity Claim Amount”)Claimant and the nature of the loss for which indemnification is sought, and it will state the amount of the loss claimed, if known. If Seller desires to dispute such Claim, Seller shall deliver to Parent Claim Notice states the amount of the loss and the Escrow Agent Indemnifying Party (which notice to i) notifies the Escrow Agent shall include a certification by Seller Claimant that a copy of such notice has been delivered to Parent) written notice disputing they do not dispute the Claim described in such Claim Notice or (each ii) fails to notify Claimant in writing within thirty (30) days after delivery of a Claim Notice that it disputes the Claim described in such Claim Notice (a “Dispute Notice”) ), the loss in the amount specified in such Claim Notice will be admitted by the Indemnifying Party (an “Admitted Claim”), and the Indemnifying Party will pay the amount of such loss to the Claimant. If the Indemnifying Party has timely disputed their liability with respect to a Claim Notice stating the amount of the loss claimed, the Indemnifying Party and the Claimant will proceed in good faith to negotiate a resolution of such dispute. If a Claim has not been resolved within thirty (30) calendar days following receipt by Seller after delivery of the applicable Claim Indemnifying Party’s Dispute Notice, the Claimant may seek judicial recourse. If Seller timely delivers a Dispute Notice Claim does not state the amount of the loss claimed, such omission will not preclude Claimant from recovering from the Indemnifying Party the amount of the loss described in such Claim if any such amount is subsequently provided in an amended Claim. In order to Parent and the Escrow Agent regarding an applicable Claimassert its right to indemnification under this Article XI, the Escrow Agent Claimant will not be required to provide any notice except as provided in this Section 11.3(a) (subject to the limitations set forth in Section 11.5). (b) The failure of any Claimant to promptly give the Indemnifying Party a Claim Notice shall make payment not preclude such Claimant from obtaining indemnification under Section 11.1 or 11.2, except to the extent that such Claimant’s failure has prejudiced the rights or increased the liabilities and obligations of the Indemnifying Party. Notwithstanding the foregoing, with respect to such Claim only in accordance with Joint Instructions delivered pursuant to Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered relating to it was simultaneously delivered a breach of the representations and warranties of the parties under this Agreement, the failure of any Claimant to Seller or Parent, as applicable. If no Dispute Notice is received by the Escrow Agent within such 30-day period, then the Indemnity Claim Amount as set forth in the applicable deliver a Claim Notice shall be deemed established for purposes of this Agreement and the Merger Agreement and, on the first (1st) Business Day after prior to the expiration of any applicable Survival Period will preclude such 30-day period, the Escrow Agent shall pay to Parent (Claimant from obtaining indemnification under Section 11.1 or Parent’s designee) such Indemnity Claim Amount from (and only to the extent of) the Escrowed Funds; provided, that before making such payment to Parent, Escrow Agent shall have received from Parent written notice that such thirty (30) calendar day period has elapsed and that Parent has not received a Dispute Notice from Seller. The Escrow Agent shall not inquire into or consider whether a Claim or Claim Notice complies with the requirements of the Merger Agreement11.2.

Claims for Indemnification. If Parent delivers (i) Whenever any claim shall arise for indemnification under this Section 1.1, Visigenic shall describe such claim in a written notice ("Notice of Claim") to Seller the Shareholder and, when known, specify the facts constituting the basis for such claim and the amount or an estimate of the amount of such claim. Each Notice of Claim shall (A) be signed by a proper representative of Visigenic, (B) contain a description of the claim, (C) specify the amount of such claim, and (D) state that, in the opinion of the signer thereof, such Notice of Claim is valid under the terms of Section 1.1 hereof and is being given by Visigenic in good faith. (ii) Visigenic shall give the Shareholder prompt notice of a any claim for indemnification pursuant hereunder resulting from, or in connection with, any claim or legal proceeding by a person who is not a party to Article XII this Agreement ("Third Party Claim") and, with respect to any Third Party Claim, Visigenic shall undertake the defense thereof by representatives reasonably satisfactory to Visigenic and the Shareholder. Visigenic shall not have the right to settle or Article XIII compromise or enter into any binding agreement to settle or compromise, or consent to entry of any judgment arising from, any such claim or proceeding in its sole discretion without the prior written consent of the Merger Agreement (eachShareholder. The Shareholder shall have the right to participate in any such defense of a Third Party Claim with advisory counsel of its own choosing at its own expense. In the event Visigenic, within a “reasonable time after notice of any Third Party Claim” and each such notice, a “Claim Notice”)fails to defend, Parent the Shareholder shall also send a copy have the right to undertake the defense, compromise or settlement of such notice to Third Party Claim on behalf of, and for the Escrow Agentaccount of, which notice shall include a certification by Parent that a copy of such notice has been delivered to Seller. Without limiting the Merger AgreementShareholder, each Claim Notice shall set forth at the aggregate amount expense and risk of the Damages (as defined in the Merger Agreement) claimed by Parent or an estimate thereof Shareholder to the extent then known (the “Indemnity Claim Amount”). If Seller desires to dispute such Claim, Seller shall deliver to Parent and the Escrow Agent (which notice to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following receipt by Seller of the applicable Claim Notice. If Seller timely delivers a Dispute Notice to Parent and the Escrow Agent regarding an applicable Claim, the Escrow Agent shall make payment with respect to such Claim only in accordance with Joint Instructions delivered pursuant to Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received by the Escrow Agent within such 30-day period, then the Indemnity Claim Amount as his liability set forth in Section 11. The Shareholder, without Visigenic's written consent, shall not settle or compromise any such Third Party Claim or consent to entry of any judgment that does not include, as an unconditional term thereof, the applicable Claim Notice shall be deemed established for purposes of this Agreement and giving by the Merger Agreement andclaimant or the plaintiff to Visigenic and/or Visigenic's subsidiary or subsidiaries, on or affiliate or affiliates, as the first (1st) Business Day after the expiration case may be, an unconditional release from all liability in respect of such 30-day period, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only Third Party Claim. Notwithstanding any provision herein to the extent of) the Escrowed Funds; providedcontrary, that before making such payment failure of Visigenic to Parent, Escrow Agent shall have received from Parent written give any notice that such thirty (30) calendar day period has elapsed and that Parent has not received a Dispute Notice from Seller. The Escrow Agent of any Third Party Claim required by this Section 11 shall not inquire into constitute a waiver of Visigenic's right to indemnification or consider whether a Claim or Claim Notice complies with the requirements of the Merger Agreementdefense to any claim by Visigenic hereunder.

Claims for Indemnification. If Parent delivers At any time that an Indemnified Person desires to Seller claim Losses (a “Liability Claim”) that it believes are or may be indemnifiable under Section 6.3, Buyer will deliver written notice of such Liability Claim (a claim for indemnification pursuant “Claims Notice”) prior to Article XII or Article XIII the expiration of the Merger Agreement (each, a “Claim” and each such notice, a “Claim Notice”), Parent shall also send a copy of such notice applicable survival period to the Escrow AgentHolder Representative. A Claims Notice will describe the Liability Claim in reasonable detail, which notice shall include a certification by Parent that a copy of such notice has been delivered to Seller. Without limiting the Merger Agreement, each Claim Notice shall set forth the aggregate amount of the Damages (as defined in the Merger Agreement) claimed by Parent or an estimate thereof to the extent then known known, and indicate the amount (the “Indemnity Claim Amount”). If Seller desires to dispute such Claimestimated, Seller shall deliver to Parent if necessary and the Escrow Agent (which notice to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following receipt by Seller of the applicable Claim Notice. If Seller timely delivers a Dispute Notice to Parent and the Escrow Agent regarding an applicable Claim, the Escrow Agent shall make payment with respect to such Claim only in accordance with Joint Instructions delivered pursuant to Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received by the Escrow Agent within such 30-day period, then the Indemnity Claim Amount as set forth in the applicable Claim Notice shall be deemed established for purposes of this Agreement and the Merger Agreement and, on the first (1st) Business Day after the expiration of such 30-day period, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only to the extent offeasible) of the Escrowed Funds; providedLosses that have been or may be sustained by the Indemnified Persons. If the 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 before making such payment Buyer in good faith estimates or anticipates that an Indemnified Person may sustain. No delay in or failure to Parentgive a Claims Notice by Buyer to the 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 Indemnitors of their obligations to indemnify the Indemnified Persons pursuant to this Section 6.5, Escrow Agent shall have received from Parent written notice except and to the extent that such thirty delay or failure has materially prejudiced the Indemnitors. Following the delivery of a Claims Notice, the Holder Representative and its representatives and agents will be given access (30) calendar day period has elapsed including electronic access, to the extent available), upon reasonable notice, to the books and 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 Parent has not received a Dispute Notice from Seller. The Escrow Agent the foregoing shall not inquire into require Buyer to provide access to any information or consider whether a Claim documents if such access in the good faith reasonable belief of Buyer would violate any Law or Claim Notice complies with otherwise result in the requirements waiver of Buyer’s attorney-client privilege, the Merger Agreementwork product doctrine or similar privilege or protection applicable to such information or documents.

Claims for Indemnification. If Parent delivers The representations, warranties, -------------------------- covenants and agreements in this Agreement shall survive the Closing subject to Seller the limitations set forth herein and shall not be affected by any investigation made by the parties hereto prior to the date hereof or the Effective Time. The party seeking indemnification (the "Indemnified Party") shall give the party from whom indemnification is sought (the "Indemnifying Party") a written notice ("Notice of a claim for indemnification pursuant to Article XII or Article XIII Claim") within sixty (60) days of the Merger Agreement (eachdiscovery of any loss, a “Claim” and each such noticeliability, a “Claim Notice”)claim or expense in respect of which the right to indemnification contained in this Article 10 may be claimed; provided, Parent shall also send a copy of however, that the failure to give such notice to the Escrow Agent, which notice within such sixty (60) day period shall include a certification by Parent that a copy of such notice has been delivered to Seller. Without limiting the Merger Agreement, each Claim Notice shall set forth the aggregate amount of the Damages (as defined not result in the Merger Agreement) claimed by Parent waiver or an estimate thereof loss of any right to the extent then known (the “Indemnity Claim Amount”). If Seller desires to dispute bring such Claimclaim hereunder after such period unless, Seller shall deliver to Parent and the Escrow Agent (which notice to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following receipt by Seller of the applicable Claim Notice. If Seller timely delivers a Dispute Notice to Parent and the Escrow Agent regarding an applicable Claim, the Escrow Agent shall make payment with respect to such Claim only in accordance with Joint Instructions delivered pursuant to Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received by the Escrow Agent within such 30-day period, then the Indemnity Claim Amount as set forth in the applicable Claim Notice shall be deemed established for purposes of this Agreement and the Merger Agreement and, on the first (1st) Business Day after the expiration of such 30-day period, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only to the extent ofthat, the 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, the Indemnified Party may give written notice (a "Notice of Possible Claim") of such claim to the Indemnifying Party, regardless of whether a loss has arisen from such claim. All "general contingencies" under a "pooling of interests" shall be settled and resolved no later than (i) the Escrowed Funds; provideddate of the first audit of financial statements containing combined operations for those items that would be expected to be encountered in the audit process, that before making such payment to Parent, Escrow Agent shall have received from Parent written notice that such thirty or (30ii) calendar day period has elapsed and that Parent has not received a Dispute Notice from Sellerone year after the Effective Time for other items. The Escrow Agent limitations set forth in this Section 10.3 shall not inquire into apply to liability under this Article 10 for any intentional breach of a representation or consider whether a warranty in this Agreement. Any Notice of Claim or Notice of Possible Claim Notice complies shall set forth the representations, warranties, covenants and agreements with respect to which the requirements claim is made, the specific facts giving rise to an alleged basis for the claim and the amount of liability asserted or anticipated to be asserted by reason of the Merger Agreementclaim.

Claims for Indemnification. If Parent delivers 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 Seller which indemnity may be sought by the Indemnitee (individually, a notice of a claim for indemnification pursuant "Claim" and collectively, "Claims"); provided, -------- however, that if the Indemnitee fails to Article XII or Article XIII give such Claim Notice prior to the ------- expiration of the Merger 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 (eachBreach or Stockholder Purchase Agreement Breach, a “Claim” as the case may be, shall terminate and each such notice, a “Claim Notice”), Parent shall also send a copy of such notice to the Escrow Agent, which notice shall include a certification by Parent that a copy of such notice has been delivered to Sellerbe forever waived. Without limiting the Merger Agreement, each The Claim Notice shall set forth state (i) the aggregate amount of Tetra Tech's Recoverable Losses or the Damages Stockholders' Recoverable Losses (in either case, "Recoverable Losses") as defined 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 is 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 Indemnitor shall notify the Indemnitee in the Merger Agreement) claimed by Parent or an estimate thereof writing that it objects to the extent then known (the “Indemnity Claim Amount”). If Seller desires to dispute such Claim, Seller shall deliver to Parent and the Escrow Agent (which notice to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following receipt by Seller right of the applicable Claim Notice. If Seller timely delivers a Dispute Notice Indemnitee to Parent and the Escrow Agent regarding an applicable Claim, the Escrow Agent shall make payment indemnification with respect to such Claim only in accordance with Joint Instructions delivered pursuant to Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received by the Escrow Agent within such 30-day period, then the Indemnity Claim Amount as set forth in the applicable Claim Notice shall be deemed established for purposes of this Agreement and the Merger Agreement and, on the first (1st) Business Day after the expiration of such 30-day period, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only to the extent of) the Escrowed Funds; provided, that before making such payment to Parent, Escrow Agent shall have received from Parent written notice that such thirty (30) calendar day period has elapsed and that Parent has not received a Dispute Notice from Seller. The Escrow Agent shall not inquire into or consider whether a Claim or Claim Notice complies with the requirements of the Merger AgreementClaim.

Claims for Indemnification. If Parent delivers (a) Whenever any claim shall arise for indemnification under this Section 11, the indemnified party shall describe such claim in a Notice of Claim to Seller the other party and, when known, specify the facts constituting the basis for such claim and the amount or an estimate of the amount of such claim. Each Notice of Claim shall (A) be signed by the indemnified party, (B) contain a description of the claim, (C) specify the amount of such claim, and (D) state that, in the opinion of the signer thereof, such Notice of Claim is valid under the terms of Section 11 hereof, and is being given in good faith. (b) The indemnified party shall give the ocher party prompt-notice of a any claim for indemnification pursuant hereunder resulting from, or in connection with, any claim or Third-Party Claim and, with respect to Article XII any Third-Party Claim, the indemnified party shall undertake the defense thereof by representatives reasonably satisfactory to the indemnified parry and the other partie(s) hereto. The indemnified party shall not have the right to scale or Article XIII compromise or enter into any binding agreement to scale or compromise, or consent to entry of any judgment arising from, any such claim or proceeding in its sole discretion without the prior written consent of the Merger Agreement (eachocher party. Each party shall have the right to participate in any such defense of a Third-Parry Claim with advisory counsel of its own choosing at its own expense. In the event the indemnified party, within a “reasonable time after notice of any Third-Parry Claim” and each such notice, a “Claim Notice”)fails to defend, Parent the other party shall also send a copy have the right to undertake the defense, compromise or settlement of such notice to Third-Piny Claim on behalf of, and for the Escrow Agentaccount of, which notice shall include a certification by Parent that a copy JNE, AMERINET or ANFS, at the expense and risk of such notice has been delivered to Seller. Without limiting the Merger Agreement, each Claim Notice shall set forth the aggregate amount of the Damages (as defined in the Merger Agreement) claimed by Parent or an estimate thereof all parties to the extent then known (the “Indemnity Claim Amount”). If Seller desires to dispute such Claim, Seller shall deliver to Parent and the Escrow Agent (which notice to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following receipt by Seller of the applicable Claim Notice. If Seller timely delivers a Dispute Notice to Parent and the Escrow Agent regarding an applicable Claim, the Escrow Agent shall make payment with respect to such Claim only in accordance with Joint Instructions delivered pursuant to Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received by the Escrow Agent within such 30-day period, then the Indemnity Claim Amount as their liability set forth in Section 11. No party shall, without the applicable indemnified party's written consent, settle or compromise any- such Third-Parry Claim Notice shall be deemed established for purposes or consent to entry of this Agreement and any judgment that does not include, as in unconditional term thereof, the Merger Agreement andgiving by Elie claimant or the plaintiff to the indemnified parry, on or affiliate or affiliates, as the first (1st) Business Day after the expiration case may be, an unconditional release from all liability in respect of such 30Third-day period, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only to the extent of) the Escrowed Funds; provided, that before making such payment to Parent, Escrow Agent shall have received from Parent written notice that such thirty (30) calendar day period has elapsed and that Parent has not received a Dispute Notice from Seller. The Escrow Agent shall not inquire into or consider whether a Claim or Claim Notice complies with the requirements of the Merger AgreementParty Claim.

Claims for Indemnification. If Parent delivers (i) In order to Seller a notice of a claim for seek indemnification pursuant to Article XII or Article XIII of the Merger Agreement (each, a “Claim” and each such notice, a “Claim Notice”)under Section 6.2, Parent shall also send a copy of such notice deliver an Officer’s Certificate to the Escrow Agent, which notice shall include a certification by Parent that a copy of such notice has been delivered to Seller. Without limiting the Merger Agreement, each Claim Notice shall set forth the aggregate amount of the Damages (as defined in the Merger Agreement) claimed by Parent or an estimate thereof to the extent then known (the “Indemnity Claim Amount”). If Seller desires to dispute such Claim, Seller shall deliver to Parent Stockholder Representative and the Escrow Agent at any time on or before 11:59 p.m. (which notice ET) on the Survival Date or the Tax Escrow Survival Date, as applicable; provided, however, Parent may seek indemnification for a breach of a representation and warranty of the Company contained in Section 2.2 and Section 2.11 hereof following the expiration of the General Escrow Period by delivering an Officer’s Certificate to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following receipt by Seller Stockholder Representative on or before the expiration of the applicable Claim Noticestatute of limitations. If Seller timely delivers a Dispute Unless the Stockholder Representative shall have delivered an Objection Notice pursuant to Parent and the Escrow Agent regarding an applicable ClaimSection 6.4(c) hereof, the Escrow Agent shall make payment with respect promptly, and in no event later than the thirty-first (31st) day after its receipt of the Officer’s Certificate, deliver to such Claim only in accordance with Joint Instructions delivered pursuant to Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received by the Indemnified Party from the Escrow Agent within such 30-day period, then Fund an amount equal to the Indemnity Claim Amount as Loss set forth in such Officer’s Certificate. Any payment from the applicable Claim Notice Escrow Fund to Indemnified Parties shall be made in cash and shall be deemed established to have been made pro rata amongst the Escrow Participants based on their respective Pro Rata Portions of the Escrow Amount. For the purposes hereof, “Officer’s Certificate” shall mean a certificate signed by any officer of Parent (A) stating that an Indemnified Party has paid, sustained, incurred, or properly accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses, and (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid, sustained, incurred, or properly accrued, or the basis for purposes of this Agreement such anticipated liability, and the Merger Agreement and, on the first (1st) Business Day after the expiration of such 30-day period, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only to the extent of) the Escrowed Funds; provided, that before making such payment to Parent, Escrow Agent shall have received from Parent written notice that such thirty (30) calendar day period has elapsed and that Parent has not received a Dispute Notice from Seller. The Escrow Agent shall not inquire into or consider whether a Claim or Claim Notice complies with the requirements nature of the Merger Agreementmisrepresentation, breach of warranty or covenant to which such item is related.

Claims for Indemnification. If Parent delivers to Seller a notice of a claim (i) Whenever any claims shall arise for indemnification pursuant to Article XII or Article XIII under this Agreement, the Indemnified Party shall notify the General Counsel of the Merger Agreement (each, a “Claim” Corporation as soon as practicable and each in any event within 30 days after the Indemnified Party has actual knowledge of the facts constituting the basis for such notice, a “Claim Notice”), Parent claim. The notice shall also send a copy of such notice specify all facts known to the Escrow Agent, which notice shall include a certification by Parent that a copy of Indemnified Party giving rise to such notice has been delivered to Seller. Without limiting indemnification right and the Merger Agreement, each Claim Notice shall set forth the aggregate amount of the Damages (as defined in the Merger Agreement) claimed by Parent or an estimate thereof of the amount of liability (including estimated expenses), to the extent then known (reasonably estimable by the “Indemnity Claim Amount”)Indemnified Party, arising therefrom. If Seller desires to dispute such Claim, Seller shall deliver to Parent and A delay by the Escrow Agent (which notice to the Escrow Agent shall include a certification by Seller that a copy of Indemnified Party in providing such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following receipt by Seller of shall not relieve the applicable Claim Notice. If Seller timely delivers a Dispute Notice to Parent and the Escrow Agent regarding an applicable Claim, the Escrow Agent shall make payment with respect to such Claim only in accordance with Joint Instructions delivered pursuant to Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received by the Escrow Agent within such 30-day period, then the Indemnity Claim Amount as set forth in the applicable Claim Notice shall be deemed established for purposes of Corporation from its obligations under this Agreement and the Merger Agreement and, on the first (1st) Business Day after the expiration of such 30-day period, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (unless and only to the extent ofthat the Corporation is materially and adversely affected by the delay. (ii) Any indemnification required under this Agreement shall be made promptly after receipt by the Escrowed Funds; provided, that before making such payment Corporation of the written notification specified in Section l(b)(i) and a determination of the amount required to Parent, Escrow Agent shall have received from Parent written notice that such thirty (30) calendar day period has elapsed and that Parent has not received a Dispute Notice from Sellerbe indemnified. The Escrow Agent provisions of this Section 1(b)(ii) shall not inquire into override or consider whether otherwise limit the right of the Indemnified Party to be indemnified with respect to expenses incurred with respect to a Third Party Claim or Claim Notice complies (as such term is defined in Section 1(c)(i)) in accordance with the requirements provisions contained in the last two sentences of Section 1(c)(ii). (iii) If so requested by an Indemnified Party, the Merger Corporation shall advance, to the fullest extent permitted by applicable law, any and all expenses incurred by the Indemnified Party in connection with any action or proceeding to the Indemnified Party (an “Expense Advance”), and such advancement shall be made as soon as reasonably practicable after, but in any event no later than thirty days, after the receipt by the Corporation of a written statement or statements requesting such advances from time to time. The Corporation shall continue to make such payments unless and until there has been a determination by a court of competent jurisdiction from which no appeal may be taken establishing that the Indemnified Party is not entitled to be indemnified for such expenses under this Agreement.

Claims for Indemnification. If Parent delivers (a) Whenever any claim is made for indemnification (other than a Tax claim) under this Section 10, the person claiming such indemnification (the "Claimant") will give notice to Seller the party against whom indemnification is sought (the "Indemnifying Party") promptly after the Claimant has actual knowledge of any event which might give rise to a claim for indemnification under this Agreement; provided that if the Claimant receives a complaint, petition or any other pleading in connection with a claim which requires the filing of an answer or other responsive pleading, it will furnish the Indemnifying Party with a copy of such pleading as soon as possible after receipt. DevStream, Key Employee, and Spouse agree that notice provided to the Representative shall constitute notice for purposes of Section 10 with respect to them. (b) Subject to the limitations on indemnification set forth in Section 10.6, the failure by the Claimant to give notice of a claim for (other than a Tax claim) as required in Section 10.4(a) above or a delay in giving such notice will not affect the validity or amount of such claim and the indemnification pursuant to Article XII or Article XIII obligations of the Merger Agreement (eachIndemnifying Party will remain in effect as to such claim, a “Claim” and each such notice, a “Claim Notice”), Parent shall also send a copy of such notice except to the Escrow Agent, which notice shall include a certification by Parent extent that a copy of such notice the Indemnifying Party has been delivered to Seller. Without limiting prejudiced or adversely affected thereby. (c) If, after the Merger Agreement, each Claim Notice shall set forth the aggregate amount of the Damages claim of Loss (as defined other than a Tax claim) is specified by Claimant, and Claimant gives notice with respect thereto to the Indemnifying Party (the "Claim Notice"), the Indemnifying Party objects to any such claim or amount set forth in the Merger AgreementClaim Notice, it may give notice to Claimant advising Claimant of its objection within twenty (20) claimed days of the Indemnifying Party's receipt of the Claim Notice. If no such notice is timely given by Parent or an estimate thereof the Indemnifying Party to Claimant, then subject to the extent then known (limitations on indemnification set forth in Section 10.6, Claimant will be entitled to payment from the “Indemnifying Party pursuant to this Agreement and the Indemnity Claim Amount”)Escrow Agreement in the amount so specified. If Seller desires the Indemnifying Party advises Claimant within such period that it objects to dispute such Claimthe claim, Seller shall deliver to Parent Claimant and the Escrow Agent (which notice Indemnifying Party will promptly meet and use their reasonable efforts to settle the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered dispute in writing. If Claimant and the Indemnifying Party are unable to Parent) written notice disputing such Claim (each a “Dispute Notice”) reach agreement within thirty (30) calendar days following receipt by Seller after the Indemnifying Party objects to the claim, then either party may bring an action to determine the disputed portion of such claim of Loss, with the undisputed portion to be recovered pursuant to the Indemnity Escrow Agreement, if applicable, or this Agreement. (d) The giving of the applicable Claim Notice. If Seller timely delivers a Dispute Notice notice by Compuware to Parent and DevStream, Key Employee or Spouse with respect to any particular claim in accordance with Section 10.4 within the Escrow Agent regarding an applicable Claim, the Escrow Agent shall make payment period of survival of any representations or warranties will toll said survival period (but only with respect to such Claim only in accordance with Joint Instructions delivered pursuant to Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received by the Escrow Agent within such 30-day period, then the Indemnity Claim Amount as set forth in the applicable Claim Notice shall be deemed established for purposes of this Agreement and the Merger Agreement and, on the first (1st) Business Day after the expiration of such 30-day period, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only claim to the extent of) the Escrowed Funds; provided, that before making such payment to Parent, Escrow Agent shall have received from Parent written notice that such thirty (30) calendar day period has elapsed and that Parent has not received a Dispute Notice from Seller. The Escrow Agent shall not inquire into or consider whether a Claim or Claim Notice complies with the requirements of the Merger Agreementclaim of Loss with respect to such claim) until any liability under said notice is finally resolved and determined.

Claims for Indemnification. If Parent delivers Whenever any claim shall arise for indemnification under this Section 6 or Section 7.2, the person seeking indemnification (the “Indemnitee”) shall promptly notify (i) if sought under Sections 6.2 or 7.2, the Securityholders’ Representative, or (ii) if sought under Section 6.3, the Buyer (as applicable, the “Indemnitor”), in each case, of the claim and, when known, the facts constituting the basis for such claim (a “Notice of Claim”). No delay or failure on the part of the Indemnitee in so notifying the Indemnitor shall relieve the Indemnitor of any liability or obligation hereunder except to Seller a notice the extent of a any damage or liability caused by or arising out of such delay or failure. 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 notice shall specify the amount or an estimate of the amount of the liability arising therefrom, to the extent then known by the Indemnitee. Within thirty (30) days after delivery of a Notice of Claim, the Indemnitor shall deliver to the Indemnitee a response, in which the Indemnitor shall: (i) agree that the Indemnitee is entitled to receive all of the claimed amount (in which case the response shall be accompanied by a payment by the Indemnitor to the Indemnitee of the claimed amount, by check or by wire transfer; provided that if the Indemnitee is the Buyer and is seeking to enforce such claim pursuant to Article XII or Article XIII of the Merger Agreement (eachEscrow Agreement, a “Claim” the Indemnitor and each such notice, a “Claim Notice”), Parent the Indemnitee shall also send a copy of such notice deliver to the Escrow Agent, within three (3) days following the delivery of the response, a written notice executed by the Buyer and the Securityholders’ Representative instructing the Escrow Agent to pay to the Buyer an amount of Escrow Funds equal to the claimed amount), (ii) agree that the Indemnitee is entitled to receive a portion of the claimed amount (in which notice case the response shall include be accompanied by a certification payment by Parent the Indemnitor to the Indemnitee of the amount so agreed upon, by check or by wire transfer; provided that a copy of if the Indemnitee is the Buyer and is seeking to enforce such notice has been delivered claim pursuant to Seller. Without limiting the Merger Escrow Agreement, each Claim Notice shall set forth the aggregate amount of Indemnitor and the Damages (as defined in the Merger Agreement) claimed by Parent or an estimate thereof to the extent then known (the “Indemnity Claim Amount”). If Seller desires to dispute such Claim, Seller Indemnitee shall deliver to Parent the Escrow Agent, within three (3) days following the delivery of the response, a written notice executed by the Buyer and the Securityholders’ Representative instructing the Escrow Agent (which notice to pay to the Buyer an amount of Escrow Agent Funds equal to such agreed upon amount) or (iii) dispute that the Indemnitee is entitled to receive any of the claimed amount. Acceptance by the Buyer of partial payment of any claimed amount shall include be without prejudice to the Buyer’s right to claim the balance of any such claimed amount. If the Securityholders’ Representative or the Buyer, as applicable, does not respond to a certification by Seller that a copy Notice of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following after receipt by Seller of such Notice of Claim, such failure to respond shall be deemed to be an acceptance of the applicable Claim Notice. If Seller timely delivers a Dispute Notice Indemnitee’s right to Parent and receive all of the Escrow Agent regarding an applicable Claim, the Escrow Agent shall make payment with respect to such Claim only in accordance with Joint Instructions delivered pursuant to Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received by the Escrow Agent within such 30-day period, then the Indemnity Claim Amount as claimed amount set forth in the applicable Claim such Notice shall be deemed established for purposes of this Agreement and the Merger Agreement and, on the first (1st) Business Day after the expiration of such 30-day period, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only to the extent of) the Escrowed Funds; provided, that before making such payment to Parent, Escrow Agent shall have received from Parent written notice that such thirty (30) calendar day period has elapsed and that Parent has not received a Dispute Notice from Seller. The Escrow Agent shall not inquire into or consider whether a Claim or Claim Notice complies with the requirements of the Merger AgreementClaim.

Claims for Indemnification. If Parent delivers (a) Subject to Seller a notice Section 5.1, whenever any claim arises for indemnification hereunder the party seeking indemnification (the “Indemnified Party”), will promptly notify the party from whom indemnification is sought (the “Indemnifying Party”) of a the claim and, when known, the facts constituting the basis for such claim. In the case of any such claim for indemnification pursuant to Article XII hereunder resulting from or Article XIII in connection with any claim or legal proceedings of the Merger Agreement a third party (each, a “Third Party Claim” and each such notice, a “Claim Notice”), Parent shall also send a copy of such the notice to the Escrow AgentIndemnifying Party will specify with reasonable specificity, if known, the basis under which notice shall include a certification by Parent that a copy the right to indemnification is being asserted and the amount or an estimate of such notice has been delivered to Seller. Without limiting the Merger Agreement, each Claim Notice shall set forth the aggregate amount of the Damages (as defined liability arising therefrom. The Indemnifying Party shall have the right to dispute and defend all Third Party Claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto and such defense shall be controlled by the Indemnifying Party, and the cost of such defense shall be borne by the Indemnifying Party, except that the Indemnified Party shall have the right to participate in such defense at its own expense; provided, however, that the Indemnifying Party must first acknowledge that the claim is a bona fide indemnification claim under this Agreement. The Indemnified Party shall cooperate in all reasonable respects in the Merger Agreement) claimed by Parent or an estimate thereof investigation, trial and defense of any such claim, including making personnel, books, and records relevant to the extent then known (claim available to the “Indemnity Claim Amount”)Indemnifying Party, without charge, except for reasonable out-of-pocket expenses. If Seller desires the Indemnifying Party fails to dispute such Claim, Seller shall deliver to Parent and the Escrow Agent (which notice to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) take action within thirty (30) calendar days following receipt by Seller of the applicable Claim Notice. If Seller timely delivers a Dispute Notice to Parent and the Escrow Agent regarding an applicable Claim, the Escrow Agent shall make payment with respect to such Claim only in accordance with Joint Instructions delivered pursuant to Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received by the Escrow Agent within such 30-day periodset forth above, then the Indemnity Indemnified Party shall have the right to pay, compromise or defend any Third Party Claim Amount and to assert the amount of any payment on the Third Party Claim plus the reasonable expenses of defense or settlement as set forth the claim. The Indemnified Party shall also have the right and upon delivery of advance written notice to such effect to the Indemnifying Party, exercisable in good faith, to take such action as may be reasonably necessary to avoid a default prior to the assumption of the defense of the Third Party Claim by the Indemnifying Party, and any reasonable expenses incurred by Indemnified Party so acting shall be paid by the Indemnifying Party. Except as otherwise provided herein, the Indemnified Party will not, except at its own cost and expense, settle or compromise any Third Party Claim for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which will not be unreasonably withheld. The parties intend that all indemnification claims be made as promptly as practicable. (b) If the Indemnifying Party is of the opinion that the Indemnified Party is not entitled to indemnification, or is not entitled to indemnification in the applicable Claim Notice shall amount claimed in such notice, the Indemnifying Party will deliver, within ten (10) business days after the receipt of such notice, a written objection to such claim and written specifications in reasonable detail of the aspects or details objected to, and the grounds for such objection. If the Indemnifying Party filed timely written notice of objection to any claim for indemnification, the validity and amount of such claim will be deemed established for purposes determined by arbitration pursuant to Article 6. If timely notice of objection is not delivered or if a claim by an Indemnified Party is admitted in writing by an Indemnifying Party or if an arbitration award is made in favor of an Indemnified Party, the Indemnified Party, as a non-exclusive remedy, will have the right to set-off the amount of such claim or award against any amount yet owed, whether due or to become due, by the Indemnified Party or any subsidiary thereof to any Indemnifying Party by reason of this Agreement and or any agreement or arrangement or contract to be entered into at the Merger Agreement and, on the first (1st) Business Day after the expiration of such 30-day period, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only to the extent of) the Escrowed Funds; provided, that before making such payment to Parent, Escrow Agent shall have received from Parent written notice that such thirty (30) calendar day period has elapsed and that Parent has not received a Dispute Notice from Seller. The Escrow Agent shall not inquire into or consider whether a Claim or Claim Notice complies with the requirements of the Merger AgreementClosing.

Claims for Indemnification. If Parent delivers (i) Whenever any claim shall arise for indemnification under this Section 12.3, a Representative shall describe such claim in a Notice of Claim to Seller NCI and, when known, specify the facts constituting the basis for such claim and the amount or an estimate of the amount of such claim. Each Notice of Claim shall (A) be signed by a Representative, (B) contain a description of the claim, (C) specify the amount of such claim, and (D) state that, in the opinion of the signer thereof, such Notice of Claim is valid under the terms of Section 12 hereof and is being given by a Representative in good faith. (ii) A Representative shall give NCI prompt notice of a any claim for indemnification pursuant hereunder resulting from, or in connection with, any claim or Third-Party Claim and, with respect to Article XII any Third-Party Claim, NCI shall undertake the defense thereof by representatives reasonably satisfactory to NCI and such Representative. NCI shall not have the right to settle or Article XIII compromise or enter into any binding agreement to settle or compromise, or consent to entry of any judgment arising from, any such claim or proceeding in its sole discretion without the Merger Agreement (eachprior written consent of a Representative. A Representative shall have the right to participate in any such defense of a Third-Party Claim with advisory counsel of its own choosing at its own expense. In the event that NCI, within a reasonable time after notice of any Third-Party Claim, fails to defend, a “Claim” and each such noticeRepresentative shall have the right to undertake the defense, a “Claim Notice”), Parent shall also send a copy compromise or settlement of such notice to Third-Party Claim on behalf of, and for the Escrow Agentaccount of, which notice shall include a certification by Parent that a copy NCI, at the expense and risk of such notice has been delivered to Seller. Without limiting the Merger Agreement, each Claim Notice shall set forth the aggregate amount of the Damages (as defined in the Merger Agreement) claimed by Parent or an estimate thereof NCI to the extent then known (the “Indemnity Claim Amount”). If Seller desires to dispute such Claim, Seller shall deliver to Parent and the Escrow Agent (which notice to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following receipt by Seller of the applicable Claim Notice. If Seller timely delivers a Dispute Notice to Parent and the Escrow Agent regarding an applicable Claim, the Escrow Agent shall make payment with respect to such Claim only in accordance with Joint Instructions delivered pursuant to Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received by the Escrow Agent within such 30-day period, then the Indemnity Claim Amount as its liability set forth in Section 12. NCI, without a Representative's written consent, shall not settle or compromise any such Third-Party Claim or consent to entry of any judgment that does not include, as an unconditional term thereof, the applicable Claim Notice shall be deemed established for purposes of this Agreement and giving by the Merger Agreement andclaimant or the plaintiff to the Stockholders, on or affiliate or affiliates, as the first (1st) Business Day after the expiration case may be, an unconditional release from all liability in respect of such 30-day period, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only Third- Party Claim. Notwithstanding any provision herein to the extent of) the Escrowed Funds; providedcontrary, that before making such payment failure of a Representative to Parent, Escrow Agent shall have received from Parent written give any notice that such thirty (30) calendar day period has elapsed and that Parent has not received a Dispute Notice from Seller. The Escrow Agent of any Third-Party Claim required by this Section 12 shall not inquire into or consider whether constitute a Claim or Claim Notice complies with the requirements waiver of the Merger AgreementStockholders' right to indemnification or a defense to any claim by the Stockholders hereunder, unless NCI is materially prejudiced thereby.

Claims for Indemnification. If Parent delivers to Seller a notice of a claim (i) Whenever any claims shall arise for indemnification pursuant to Article XII or Article XIII under this Agreement, the Indemnified Party shall notify the General Counsel of the Merger Agreement (each, a “Claim” Corporation as soon as practicable and each in any event within 30 days after the Indemnified Party has actual knowledge of the facts constituting the basis for such notice, a “Claim Notice”), Parent claim. The notice shall also send a copy of such notice specify all facts known to the Escrow Agent, which notice shall include a certification by Parent that a copy of Indemnified Party giving rise to such notice has been delivered to Seller. Without limiting indemnification right and the Merger Agreement, each Claim Notice shall set forth the aggregate amount of the Damages (as defined in the Merger Agreement) claimed by Parent or an estimate thereof of the amount of liability (including estimated expenses), to the extent then known (reasonably estimable by the “Indemnity Claim Amount”)Indemnified Party, arising therefrom. If Seller desires to dispute such Claim, Seller shall deliver to Parent and A delay by the Escrow Agent (which notice to the Escrow Agent shall include a certification by Seller that a copy of Indemnified Party in providing such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following receipt by Seller of shall not relieve the applicable Claim Notice. If Seller timely delivers a Dispute Notice to Parent and the Escrow Agent regarding an applicable Claim, the Escrow Agent shall make payment with respect to such Claim only in accordance with Joint Instructions delivered pursuant to Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received by the Escrow Agent within such 30-day period, then the Indemnity Claim Amount as set forth in the applicable Claim Notice shall be deemed established for purposes of Corporation from its obligations under this Agreement and the Merger Agreement and, on the first (1st) Business Day after the expiration of such 30-day period, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (unless and only to the extent ofthat the Corporation is materially and adversely affected by the delay. (ii) Any indemnification required under this Agreement shall be made promptly after receipt by the Escrowed Funds; provided, that before making such payment Corporation of the written notification specified in Section l(b)(i) and a determination of the amount required to Parent, Escrow Agent shall have received from Parent written notice that such thirty (30) calendar day period has elapsed and that Parent has not received a Dispute Notice from Sellerbe indemnified. The Escrow Agent provisions of this Section 1(b)(ii) shall not inquire into override or consider whether otherwise limit the right of the Indemnified Party to be indemnified with respect to expenses incurred with respect to a Third Party Claim or Claim Notice complies (as such term is defined in Section 1(c)(i)) in accordance with the requirements provisions of Section 1(c)(ii). (iii) If so requested by an Indemnified Party, the Merger Corporation shall advance, to the fullest extent permitted by applicable law, any and all expenses incurred by the Indemnified Party in connection with any action or proceeding to the Indemnified Party (an “Expense Advance”), and such advancement shall be made as soon as reasonably practicable after, but in any event no later than thirty days, after the receipt by the Corporation of a written statement or statements requesting such advances from time to time. The Corporation shall continue to make such payments unless and until there has been a determination by a court of competent jurisdiction from which no appeal may be taken establishing that the Indemnified Party is not entitled to be indemnified for such expenses under this Agreement.

Claims for Indemnification. If Parent delivers (a) Whenever any claim shall arise for indemnification under this Section 11, the indemnified party shall describe such claim in a Notice of Claim to Seller the other party and, when known, specify the facts constituting the basis for such claim and the amount or an estimate of the amount of such claim. Each Notice of Claim shall (A) be signed by the indemnified party, (B) contain a description of the claim, (C) specify the amount of such claim, and (D) state that, in the opinion of the signer thereof, such Notice of Claim is valid under the terms of Section 11 hereof, and is being given in good faith. (b) The indemnified party shall give the other party prompt notice of a any claim for indemnification pursuant hereunder resulting from, or in connection with, any claim or Third-Party Claim and, with respect to Article XII any Third-Party Claim, the indemnified party shall undertake the defense thereof by representatives reasonably satisfactory to the indemnified party and the other partie(s) hereto. The indemnified party shall not have the right to settle or Article XIII compromise or enter into any binding agreement to settle or compromise, or consent to entry of any judgment arising from, any such claim or proceeding in its sole discretion without the prior written consent of the Merger Agreement (eachother party. Each party shall have the right to participate in any such defense of a Third-Party Claim with advisory counsel of its own choosing at its own expense. In the event the indemnified party, within a “reasonable time after notice of any Third-Party Claim” and each such notice, a “Claim Notice”)fails to defend, Parent the other party shall also send a copy have the right to undertake the defense, compromise or settlement of such notice to Third-Party Claim on behalf of, and for the Escrow Agentaccount of, which notice shall include a certification by Parent that a copy JNE, ANFS or AMERINET, at the expense and risk of such notice has been delivered to Seller. Without limiting the Merger Agreement, each Claim Notice shall set forth the aggregate amount of the Damages (as defined in the Merger Agreement) claimed by Parent or an estimate thereof all parties to the extent then known (the “Indemnity Claim Amount”). If Seller desires to dispute such Claim, Seller shall deliver to Parent and the Escrow Agent (which notice to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following receipt by Seller of the applicable Claim Notice. If Seller timely delivers a Dispute Notice to Parent and the Escrow Agent regarding an applicable Claim, the Escrow Agent shall make payment with respect to such Claim only in accordance with Joint Instructions delivered pursuant to Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received by the Escrow Agent within such 30-day period, then the Indemnity Claim Amount as their liability set forth in Section 11. No party shall, without the applicable indemnified party's written consent, settle or compromise any such Third-Party Claim Notice shall be deemed established for purposes or consent to entry of this Agreement and any judgment that does not include, as an unconditional term thereof, the Merger Agreement andgiving by the claimant or the plaintiff to the indemnified party, on or affiliate or affiliates, as the first (1st) Business Day after the expiration case may be, an unconditional release from all liability in respect of such 30Third-day period, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only to the extent of) the Escrowed Funds; provided, that before making such payment to Parent, Escrow Agent shall have received from Parent written notice that such thirty (30) calendar day period has elapsed and that Parent has not received a Dispute Notice from Seller. The Escrow Agent shall not inquire into or consider whether a Claim or Claim Notice complies with the requirements of the Merger AgreementParty Claim.

Claims for Indemnification. If Parent delivers any Buyer Indemnitee determines that it is entitled to Seller indemnification pursuant to this Article X in respect of any Losses or receives any written notice from a notice third-party in respect of a claim that is indemnifiable hereunder other than with respect to claims for indemnification pursuant to Article XII or Article XIII of the Merger Agreement for Tax claims (each, a “Claim” and each such notice, a “Claim Third Party Notice”), Parent the Buyer shall also send promptly, and, in the case of a copy Third Party Notice, in no event later than ten (10) calendar days following its receipt of such Third Party Notice, give the Seller Shareholder notice of such claim (a “Notice of Claim”). Any such Notice of Claim shall set forth in reasonable detail the basis for such claim for indemnification and, to the extent specified or otherwise known, the amount of the claim. Notwithstanding the foregoing, the failure of the Buyer to provide notice to the Escrow AgentSeller Shareholder in accordance with this Section 10.2 shall not release the Seller from its obligations under this Article X, which notice shall include a certification by Parent that a copy of such notice has been delivered to Seller. Without limiting the Merger Agreement, each Claim Notice shall set forth the aggregate amount of the Damages (as defined in the Merger Agreement) claimed by Parent or an estimate thereof except to the extent then known (that the “Indemnity Claim Amount”)Seller is materially prejudiced by such failure. If Seller desires With respect to dispute such any indemnification sought by a Buyer Indemnitee that does not involve a Third Party Claim, if the Seller shall deliver to Parent and the Escrow Agent and/or Seller Shareholder (which notice to the Escrow Agent shall include a certification by Seller that a copy of as applicable) do not notify such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) Buyer Indemnitee within thirty (30) calendar days following from its receipt by Seller of the applicable Notice of Claim Notice. If that the Seller timely delivers a Dispute Notice to Parent and the Escrow Agent regarding an applicable Claimand/or Seller Shareholder (as applicable) disputes such claim, the Escrow Agent shall make payment with respect to such Claim only in accordance with Joint Instructions delivered pursuant to Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, and/or Seller Shareholder (as applicable. If no Dispute Notice is received by the Escrow Agent within such 30-day period, then the Indemnity Claim Amount as set forth in the applicable Claim Notice ) shall be deemed established to have accepted and agreed with such claim. If the Seller and/or the Seller Shareholder disputes a claim for purposes indemnification (including any Third Party Claim), the Seller Shareholder shall promptly give notice to such Buyer Indemnitee of this Agreement such dispute, and such Buyer Indemnitee and the Merger Agreement and, on Seller and/or the first Seller Shareholder (1stas applicable) Business Day after shall proceed in good faith to negotiate a resolution to such dispute. If such Buyer Indemnitee and the expiration of Seller and/or the Seller Shareholder (as applicable) cannot resolve such 30-day period, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only to the extent of) the Escrowed Funds; provided, that before making such payment to Parent, Escrow Agent shall have received from Parent written notice that such dispute in thirty (30) calendar day period has elapsed and that Parent has not received a Dispute Notice from Seller. The Escrow Agent shall not inquire into or consider whether a Claim or Claim Notice complies with the requirements days after delivery of the Merger Agreementnotice of dispute by the Seller Shareholder, such dispute shall be resolved by arbitration pursuant to Section 13.5.

Claims for Indemnification. If Parent delivers to Seller Within the indemnification limitations set forth in Section 9.02 above, upon receipt by Purchaser of a written notice of any action, suit, proceedings, claim, demand or assessment against it which might give rise to a claim for indemnification pursuant Damages, Purchaser shall give written notice thereof to Article XII or Article XIII the Seller indicating the nature of such claim and the Merger Agreement (eachbasis therefor; provided, however, that failure to give such notice shall not affect the Purchaser's rights provided hereunder except to the extent that the Seller's rights shall have been actually and materially prejudiced as a “Claim” and each result of such noticefailure. Seller shall have the right, a “Claim Notice”)at its option, Parent shall also send a copy exercisable within 10 days after receipt of such notice to assume the Escrow Agentdefense of, at its own expense and by its own counsel, any such matter involving the asserted liability of the Purchaser as to which the Seller shall have acknowledged the right of the Purchaser to payment by the Seller, subject to the next sentence. If the Seller shall undertake to compromise, settle or defend any such asserted liability, it shall promptly notify the Purchaser of its intention to do so, and the Purchaser agrees to cooperate fully with the Seller and its counsel in the compromise or settlement of, or defense against, any such asserted liability; provided, however, that the Seller shall not settle any such asserted liability without the written consent of the Purchaser, which notice such consent shall include a certification by Parent that a copy not be unreasonably withheld. Notwithstanding an election to assume the defense of such notice has been delivered action or proceeding, the Purchaser shall have the right to Seller. Without limiting the Merger Agreement, each Claim Notice shall set forth the aggregate amount of the Damages (as defined employ separate counsel and to participate in the Merger Agreementdefense of such action or proceeding, and the reasonable fees, costs and expenses of such separate counsel shall be payable by the Seller, if (A) claimed by Parent or an estimate thereof the Seller shall not have employed counsel reasonably satisfactory to the extent then known (Purchaser to represent the “Indemnity Claim Amount”). If Seller desires to dispute such Claim, Seller shall deliver to Parent and the Escrow Agent (which within 20 days after notice to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following receipt by Seller of the applicable Claim Notice. If institution of such action or proceeding or (B) the Seller timely delivers a Dispute Notice shall have authorized the Purchaser to Parent employ separate counsel at the Seller's expense and the Escrow Agent regarding an applicable ClaimSeller shall promptly assume and hold the Purchaser harmless from and against the full amount of any Damage resulting therefrom. Notwithstanding anything herein to the contrary, the Escrow Agent Seller shall make payment not be entitled to assume control of such defense but shall pay for the reasonable fees, costs and expenses of Purchaser's legal counsel if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (ii) Purchaser has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Seller, on the one hand, and Purchaser on the other; (iii) the Seller failed or is failing to vigorously prosecute or defend such claim; (iv) the claim seeks an injunction or equitable relief against Purchaser; or (v) Purchaser reasonably believes an adverse determination with respect to the action, lawsuit, investigation, proceeding or other claim giving rise to such Claim only claim for indemnification would be detrimental to or injure the reputation or future business prospects of Purchaser. If the Purchaser shall undertake to compromise, settle or defend any asserted liability in accordance with Joint Instructions delivered pursuant the immediately preceding sentence, it shall promptly notify the Seller of its intention to Section 3.1 or a Final Order do so, and Legal Opinion delivered pursuant the Seller agrees to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received by cooperate fully with the Escrow Agent within such 30-day period, then the Indemnity Claim Amount as set forth Purchaser and its counsel in the applicable Claim Notice shall be deemed established for purposes of this Agreement and the Merger Agreement andcompromise or settlement of, on the first (1st) Business Day after the expiration of or defense against, any such 30-day period, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only to the extent of) the Escrowed Fundsasserted liability; provided, however, that before making the Purchaser shall not settle any such payment to Parentasserted liability without the written consent of the Seller, Escrow Agent which such consent shall not be unreasonably withheld. In any event, the Purchaser and its counsel shall cooperate with the Seller and its counsel. The Purchaser shall have received from Parent written notice that the right at its own expense to participate in the defense of such thirty (30) calendar day period has elapsed and that Parent has not received a Dispute Notice from Seller. The Escrow Agent shall not inquire into or consider whether a Claim or Claim Notice complies with the requirements of the Merger Agreementasserted liability.

Claims for Indemnification. If Parent delivers It is the intent of this Agreement to Seller a notice secure for the Indemnitee rights of a claim for indemnification pursuant to Article XII or Article XIII indemnity that are as favorable as may be permitted under applicable law, including without limitation the Florida Statues and public policy of the Merger Agreement (eachState of Florida. Accordingly, a “Claim” the parties agree that the following procedures and each such noticepresumptions shall apply in the event of any Proceeding or any claim, a “Claim Notice”), Parent shall also send a copy of such notice issue or matter therein with regard to the Escrow Agent, which notice shall include a certification by Parent that a copy of such notice has been delivered to Seller. Without limiting the Merger Indemnity will or could be sought under this under this Agreement, each Claim Notice shall set forth the aggregate amount Company's Charter or any other obligation whatsoever of the Damages Company to indemnify the Indemnittee or for which insurance coverage could be available: (as defined a) Whenever any Proceedings shall arise, to obtain indemnification under this Agreement, the Indemnitee shall notify the Company promptly in the Merger Agreement) claimed by Parent or an estimate thereof to the extent then known (the “Indemnity Claim Amount”). If Seller desires to dispute such Claim, Seller shall deliver to Parent writing and the Escrow Agent (which notice to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) in any event within thirty (30) calendar days following receipt by Seller after the Indemnitee has actual knowledge of the applicable Claim Notice. If Seller timely delivers a Dispute Notice to Parent and facts constituting the Escrow Agent regarding an applicable Claimbasis for such Proceeding or any claim, the Escrow Agent shall make payment issue or matter therein; provided, however, that with respect to any Proceeding (or any claim, issue or matter therein), that was initiated prior to the Effective Date, the Indemnitee shall notify the Company promptly in writing within the later of (X) ten (10) days after the effectiveness of this Agreement, and (Y) thirty (30) days after the Indemnitee has actual knowledge of the facts constituting the basis for such Claim only in accordance with Joint Instructions delivered pursuant Proceeding (or any claim, issue or matter therein) (such notice, the "Indemnification Notice"). The Indemnification Notice shall specify all facts known to Section 3.1 the Indemnitee giving rise to such indemnification right and the amount or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent an estimate of the amount of liability (including estimated expenses) arising therefrom. (b) Any indemnification under this Agreement shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received bemadenolater than thirty (30) days after receipt by the Escrow Agent Company of the Indemnification Notice, unless a determination is made within such 30-day period, then the Indemnity Claim Amount as set forth in the applicable Claim Notice shall be deemed established for purposes of this Agreement and the Merger Agreement and, on the first (1st) Business Day after the expiration of such 30-day period, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only to the extent of) the Escrowed Funds; provided, that before making such payment to Parent, Escrow Agent shall have received from Parent written notice that such thirty (30) calendar day period has elapsed and by (X) the Board by a majority vote of a quorum consisting of directors who were not parties to the Proceeding described in the Indemnification Notice, or (Y) Independent Counsel (as hereinafter defined), agreed to by the Company, in a written opinion (which counsel shall be appointed if such a quorum is not obtainable), that Parent the Indemnitee has not received met the relevant standards for indemnification under this Agreement. Independent Counsel may be appointed by a Dispute Notice from Sellermajority vote of a quorum consisting of directors, notwithstanding that any such directors are parties to the Proceeding described in the Indemnification Notice. (c) If and when a determination with respect to the Indemnitee's lack of entitlement to indemnification hereunder is made pursuant to Section 5(b), the person or persons or entity making such determination shall first presume that the Indemnitee is entitled to indemnification under this Agreement and shall thereafter have the burden of persuasion by clear and convincing evidence that the Indemnitee has not met the applicable standard of conduct to be entitled to indemnification under this Agreement, the Company's articles of incorporation, the bylaws and other obligations of the Company to indemnify the Indmnitee pursuant to which the Indemnitee is claiming the right to indemnification. The Escrow Agent Anyone seeking to overcome this presumption shall have the burden ofproofand the burden ofpersuasion by clear and convincing evidence. Neither the failure ofthe Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper under the circumstances because the Indemnitee has met the applicable standard ofconduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard ofconduct. (d) To the maximum extent permitted by applicable law, the Indemnitee shall be deemed to have acted in good faith ifthe Indemnitee's action was based on the records or books of account of the Enterprise (as hereinafter defined), including financial statements, or on information supplied to the Indemnitee by the officers ofthe Enterprise in the course oftheir duties, or on the advice oflegal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not inquire into be imputed to the Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or consider whether not the foregoing provisions of this Section 5(d) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a Claim manner he reasonably believed to be in or Claim Notice complies not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden ofproofand the burden ofpersuasion by clear and convincing evidence. (e) The Indemnitee shall reasonably cooperate with the requirements person, persons or entity making such determination with respect to the Indemnitee's lack of entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Independent Counsel or member ofthe Board shall act reasonably and in good faith in making a determination regarding the Indemnitee's lack of entitlement to indemnification under this Agreement. Any costs or expenses (including attorneys' fees and disbursements) incurred by the Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the Merger determination as to the Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold the Indemnitee harmless therefrom. (f) The Company acknowledges that a settlement or other disposition short offinal judgment may be successful ifit permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding or any claim, issue or matter therein to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such Proceeding or claim, issue or matter therein with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding or claim, issue or matter therein; provided, however, that the Indemnitee shall not be entitled to indemnification under this Agreement with respect to any settlement unless the Company shall have consented to such settlement, which consent shall not be unreasonably withheld. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (g) The termination ofany Proceeding or ofany claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests ofthe Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his conduct was unlawful. (h) The Company will be entitled to participate in the Proceeding at its own expense.

Claims for Indemnification. If Parent delivers In the event it shall appear that an event giving rise to Seller indemnification hereunder shall have occurred or is threatened, Indemnitee promptly shall give Indemnitor written notice thereof, stating that such event has occurred or is threatened, describing such event in reasonable detail and specifying or reasonably estimating the amount of the Loss and the method of computation thereof, all with reasonable particularity and containing a notice reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises (the “Notice of Claim”). For purposes hereof, any claim for indemnification shall be deemed to have been made as of the date on which the Notice of Claim is delivered. (i) In the event Indemnitor shall in good faith dispute the validity of all or any amount of a claim for indemnification pursuant to Article XII or Article XIII of the Merger Agreement (each, a “Claim” and each such notice, a “Claim Notice”), Parent shall also send a copy of such notice to the Escrow Agent, which notice shall include a certification by Parent that a copy of such notice has been delivered to Seller. Without limiting the Merger Agreement, each Claim Notice shall as set forth the aggregate amount of the Damages (as defined in the Merger Agreement) claimed by Parent or an estimate thereof to the extent then known (the “Indemnity Claim Amount”). If Seller desires to dispute such Notice of Claim, Seller shall deliver to Parent and the Escrow Agent (which notice to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) Indemnitor shall, within thirty (30) calendar days following receipt by Seller of delivery of the applicable Claim Notice. If Seller timely delivers a Dispute Notice to Parent and the Escrow Agent regarding an applicable of Claim, execute and deliver to Indemnitee a notice setting forth with reasonable particularity the Escrow Agent grounds and basis upon which the claim and/or amount of Loss is disputed (the “Dispute Statement”). (ii) In the event Indemnitor shall make payment with respect to such Claim only in accordance with Joint Instructions delivered pursuant to Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received by the Escrow Agent not within such 30-day period, then the Indemnity Claim Amount as set forth in the applicable Claim Notice shall be deemed established for purposes of this Agreement and the Merger Agreement and, on the first (1st) Business Day after the expiration of such 30-day period, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only to the extent of) the Escrowed Funds; provided, that before making such payment to Parent, Escrow Agent shall have received from Parent written notice that such thirty (30) calendar day period has elapsed and that Parent has not received deliver to Indemnitee a Dispute Statement, then the amount of the claim described in the Notice from Seller. The Escrow Agent of Claim or the portion thereof not disputed shall be deemed to be admitted (the “Admitted Liability”) and shall, upon the incurring of such Loss, immediately be due and payable to Indemnitee by Indemnitor. (iii) In the event Indemnitor shall within the thirty (30) calendar day period deliver to Indemnitee a Dispute Statement, then the portion of the claim described in the Notice of Claim disputed by Indemnitor (the “Disputed Liability”) shall not inquire into be due and payable, except in accordance with a final and unappealable judgment or consider whether decision of a Claim court or Claim Notice complies with arbitration tribunal of competent jurisdiction, or a written agreement by Indemnitor and Indemnitee stipulating the requirements amount of the Merger AgreementAdmitted Liability.

Claims for Indemnification. If Parent delivers In the event it shall appear that an event giving rise to Seller indemnification hereunder shall have occurred or is threatened, Indemnitee promptly shall give Indemnitor written notice thereof, stating that such event has occurred or is threatened, describing such event in reasonable detail and specifying or reasonably estimating the amount of the Loss and the method of computation thereof, all with reasonable particularity and containing a notice reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises (the "Notice of Claim"). For purposes hereof, any claim for indemnification shall be deemed to have been made as of the date on which the Notice of Claim is delivered. (i) In the event Indemnitor shall in good faith dispute the validity of all or any amount of a claim for indemnification pursuant to Article XII or Article XIII of the Merger Agreement (each, a “Claim” and each such notice, a “Claim Notice”), Parent shall also send a copy of such notice to the Escrow Agent, which notice shall include a certification by Parent that a copy of such notice has been delivered to Seller. Without limiting the Merger Agreement, each Claim Notice shall as set forth the aggregate amount of the Damages (as defined in the Merger Agreement) claimed by Parent or an estimate thereof to the extent then known (the “Indemnity Claim Amount”). If Seller desires to dispute such Notice of Claim, Seller shall deliver to Parent and the Escrow Agent (which notice to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) Indemnitor shall, within thirty (30) calendar days following receipt by Seller of delivery of the applicable Claim Notice. If Seller timely delivers a Dispute Notice to Parent and the Escrow Agent regarding an applicable of Claim, execute and deliver to Indemnitee a notice setting forth with reasonable particularity the Escrow Agent grounds and basis upon which the claim and/or amount of Loss is disputed (the "Dispute Statement"). (ii) In the event Indemnitor shall make payment with respect to such Claim only in accordance with Joint Instructions delivered pursuant to Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received by the Escrow Agent not within such 30-day period, then the Indemnity Claim Amount as set forth in the applicable Claim Notice shall be deemed established for purposes of this Agreement and the Merger Agreement and, on the first (1st) Business Day after the expiration of such 30-day period, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only to the extent of) the Escrowed Funds; provided, that before making such payment to Parent, Escrow Agent shall have received from Parent written notice that such thirty (30) calendar day period has elapsed and that Parent has not received deliver to Indemnitee a Dispute Statement, then the amount of the claim described in the Notice from Seller. The Escrow Agent of Claim or the portion thereof not disputed shall be deemed to be admitted (the "Admitted Liability") and shall, upon the incurring of such Loss, immediately be due and payable to Indemnitee by Indemnitor. (iii) In the event Indemnitor shall within the thirty (30) calendar day period deliver to Indemnitee a Dispute Statement, then the portion of the claim described in the Notice of Claim disputed by Indemnitor (the "Disputed Liability") shall not inquire into be due and payable, except in accordance with a final and unappealable judgment or consider whether decision of a Claim court or Claim Notice complies with arbitration tribunal of competent jurisdiction, or a written agreement by Indemnitor and Indemnitee stipulating the requirements amount of the Merger AgreementAdmitted Liability.

Claims for Indemnification. (i) If at any time prior to the Survival Date, the IP Rep Survival Date or Fundamental Rep Survival Date, as applicable, Parent delivers determines in good faith that any Indemnified Party has a bona fide claim for indemnification pursuant to Seller this Article VIII, Parent may deliver to the Stockholder Representative a notice certificate signed by a representative of Parent (any certificate delivered in accordance with the provisions of this Section 8.3(e)(i), an “Officer’s Claim Certificate”): (A) stating that an Indemnified Party has a claim for indemnification pursuant to this Article XII VIII (or Article XIII that with respect to any Tax matters, any Tax Authority has raised such Tax matter in audit of Parent or its subsidiaries (including the Surviving Corporation and its Subsidiaries), which could give rise to indemnifiable Losses); (B) to the extent possible, contain a good faith non-binding, preliminary estimate of the Merger Agreement amount of all indemnifiable Losses to which such Indemnified Party claims to be entitled to receive under this Article VIII, which shall be the amount of Losses such Indemnified Party has so incurred or suffered or could reasonably be expected to incur or suffer in the future; and (eachC) specifying in reasonable detail (based upon the information then possessed by Parent) the material facts known to the Indemnified Party giving rise to such claim. No delay or failure in providing such Officer’s Claim Certificate prior to the Survival Date, the IP Rep Survival Date or Fundamental Rep Survival Date, as applicable, shall affect an Indemnified Party’s rights hereunder, unless the Indemnifying Parties demonstrate actual material damage caused by such delay or failure, and then only to the extent thereof. (ii) If the Stockholder Representative in good faith objects to any claim made by Parent in any Officer’s Claim Certificate, then the Stockholder Representative shall deliver a “Claim” and each such notice, written notice (a “Claim Dispute Notice”), ) to Parent shall also send a copy during the 30-day period commencing upon receipt by the Stockholder Representative of such notice to the Escrow Agent, which notice shall include a certification by Parent that a copy of such notice has been delivered to SellerOfficer’s Claim Certificate. Without limiting the Merger Agreement, each The Claim Dispute Notice shall set forth in reasonable detail the aggregate amount principal basis for the dispute of the Damages (as defined any claim made by Parent in the Merger Agreement) claimed by Parent or an estimate thereof to the extent then known (the “Indemnity Officer’s Claim Amount”)Certificate. If Seller desires to dispute such Claim, Seller shall the Stockholder Representative does not deliver to Parent and the Escrow Agent (which notice to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following receipt by Seller of the applicable Claim Notice. If Seller timely delivers a Dispute Notice to Parent and the Escrow Agent regarding an applicable Claim, the Escrow Agent shall make payment with respect prior to such Claim only in accordance with Joint Instructions delivered pursuant to Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received by the Escrow Agent within such 30-day period, then the Indemnity Claim Amount as set forth in the applicable Claim Notice shall be deemed established for purposes of this Agreement and the Merger Agreement and, on the first (1st) Business Day after the expiration of such 30-day period, the Escrow Agent then each claim for indemnification set forth in such Officer’s Claim Certificate shall pay be deemed to Parent (or have been conclusively determined in Parent’s designeefavor for purposes of this Article VIII on the terms set forth in the Officer’s Claim Certificate. (iii) If the Stockholder Representative delivers a Claim Dispute Notice, then Parent and the Stockholder Representative shall attempt in good faith to resolve any such Indemnity objections raised by the Stockholder Representative in such Claim Amount from Dispute Notice. If Parent and the Stockholder Representative agree to a resolution of such objection, then a memorandum setting forth the matters conclusively determined by Parent and the Stockholder Representative shall be prepared and signed by both parties. (and only to iv) If no such resolution can be reached during the extent of) the Escrowed Funds; provided, that before making such payment to Parent, Escrow Agent shall have received from Parent written notice that such thirty (30) calendar 45-day period has elapsed following Parent’s receipt of a given Claim Dispute Notice, then upon the expiration of such 45-day period, either Parent or the Stockholder Representative may bring suit to resolve the objection in accordance with Sections 10.10 and that Parent has not received a Dispute Notice from Seller. The Escrow Agent shall not inquire into or consider whether a Claim or Claim Notice complies with the requirements of the Merger Agreement10.12.

Claims for Indemnification. If Parent delivers to Seller a notice of a (i) Whenever any claim shall arise for indemnification pursuant to Article XII or Article XIII under this Section 11.2, NIT shall describe such claim in a written notice ("Notice of the Merger Agreement (each, a “Claim” and each such notice, a “Claim Notice”), Parent shall also send a copy of such notice ") to the Escrow Agent, which notice shall include a certification by Parent that a copy of such notice has been delivered to Seller. Without limiting the Merger Agreement, each Claim Notice shall set forth the aggregate amount of the Damages Representatives (as defined in Section 11.6 below) and, when known, specify the Merger Agreement) claimed by Parent facts constituting the basis for such claim and the amount or an estimate of the amount of such claim. Each Notice of Claim shall (A) be signed by a proper representative of NIT, (B) contain a description of the claim, (C) specify the amount of such claim, and (D) state that, in the opinion of the signer thereof, such Notice of Claim is valid under the terms of Section 11 hereof and is being given by NIT in good faith. (ii) NIT shall give the Representatives prompt notice of any claim for indemnification hereunder resulting from, or in connection with, any claim or legal proceeding by a person who is not a party to this Agreement ("Third Party Claim") and, with respect to any Third Party Claim, NIT shall undertake the defense thereof by representatives reasonably satisfactory to NIT and the Representatives. NIT shall not have the right to settle or compromise or enter into any binding agreement to settle or compromise, or consent to entry of any judgment arising from, any such claim or proceeding in its sole discretion without the prior written consent of the Representatives. The Representatives shall have the right to participate in any such defense of a Third Party Claim with advisory counsel of their own choosing at their own expense. In the event NIT, within a reasonable time after notice of any Third Party Claim, fails to defend, the Representatives shall have the right to undertake the defense, compromise or settlement of such Third Party Claim on behalf of, and for the account of, the Stockholders, at the expense and risk of the Stockholders to the extent then known (the “Indemnity Claim Amount”). If Seller desires to dispute such Claim, Seller shall deliver to Parent and the Escrow Agent (which notice to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following receipt by Seller of the applicable Claim Notice. If Seller timely delivers a Dispute Notice to Parent and the Escrow Agent regarding an applicable Claim, the Escrow Agent shall make payment with respect to such Claim only in accordance with Joint Instructions delivered pursuant to Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received by the Escrow Agent within such 30-day period, then the Indemnity Claim Amount as their liability set forth in Section 11. The Representatives, without NIT's written consent, shall not settle or compromise any such Third Party Claim or consent to entry of any judgment that does not include, as an unconditional term thereof, the applicable Claim Notice shall be deemed established for purposes of this Agreement and giving by the Merger Agreement andclaimant or the plaintiff to NIT and/or NIT's subsidiary or subsidiaries, on or affiliate or affiliates, as the first (1st) Business Day after the expiration case may be, an unconditional release from all liability in respect of such 30-day period, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only Third Party Claim. Notwithstanding any provision herein to the extent of) the Escrowed Funds; providedcontrary, that before making such payment failure of NIT to Parent, Escrow Agent shall have received from Parent written give any notice that such thirty (30) calendar day period has elapsed and that Parent has not received a Dispute Notice from Seller. The Escrow Agent of any Third Party Claim required by this Section 11 shall not inquire into constitute a waiver of NIT's right to indemnification or consider whether a Claim or Claim Notice complies with the requirements of the Merger Agreementdefense to any claim by NIT hereunder.

Claims for Indemnification. If Parent delivers The representations, warranties, covenants and agreements in this Agreement shall survive the Closing subject to Seller the limitations set forth herein and shall not be affected by any investigation made by the parties hereto prior to the date hereof or the Closing Date. The party seeking indemnification (the "Indemnified Party") shall give the party from whom indemnification is sought (the "Indemnifying Party") a written notice ("Notice of a claim for indemnification pursuant to Article XII or Article XIII Claim") within sixty (60) days of the Merger Agreement (eachdiscovery of any loss, a “Claim” and each such noticeliability, a “Claim Notice”)claim or expense in respect of which the right to indemnification contained in this Article 9 may be claimed; provided, Parent shall also send a copy of however, that the failure to give such notice to the Escrow Agent, which notice within such sixty (60) day period shall include a certification by Parent that a copy of such notice has been delivered to Seller. Without limiting the Merger Agreement, each Claim Notice shall set forth the aggregate amount of the Damages (as defined not result in the Merger Agreement) claimed by Parent waiver or an estimate thereof loss of any right to the extent then known (the “Indemnity Claim Amount”). If Seller desires to dispute bring such Claimclaim hereunder after such period unless, Seller shall deliver to Parent and the Escrow Agent (which notice to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following receipt by Seller of the applicable Claim Notice. If Seller timely delivers a Dispute Notice to Parent and the Escrow Agent regarding an applicable Claim, the Escrow Agent shall make payment with respect to such Claim only in accordance with Joint Instructions delivered pursuant to Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received by the Escrow Agent within such 30-day period, then the Indemnity Claim Amount as set forth in the applicable Claim Notice shall be deemed established for purposes of this Agreement and the Merger Agreement and, on the first (1st) Business Day after the expiration of such 30-day period, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only to the extent ofthat, the 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, the Indemnified Party may give written notice (a "Notice of Possible Claim") of such claim to the Escrowed FundsIndemnifying Party, regardless of whether a loss has arisen from such claim. A party shall have no liability under this Article 9 for a breach of any representation or warranty, unless a Notice of Claim or Notice of Possible Claim therefore is delivered by the Indemnified Party prior to the date that is eighteen (18) months after the Closing Date; provided, however, that before making such payment as to Parentany liability arising pursuant to Sections 3.9, Escrow Agent shall have received from Parent written notice that such thirty (30) calendar day period has elapsed and that Parent has not received a Dispute 3.11, 3.21 or 3.23 or Article 4 hereof, any Notice from Seller. The Escrow Agent shall not inquire into or consider whether a of Claim or Notice of Possible Claim Notice complies with must be delivered by the requirements Indemnified Party not later than ninety (90) days after the expiration of the Merger Agreementapplicable statute of limitations (including any extensions) therefor. Any Notice of Claim or Notice of Possible 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 alleged basis for the claim and the amount of liability asserted or anticipated to be asserted by reason of the claim.

Claims for Indemnification. If Parent delivers to Seller a notice of a claim The procedures for indemnification pursuant to Article XII or Article XIII of the Merger under this Agreement will be as follows: (each, a) The Parent Indemnitee seeking indemnification hereunder (a “Claim” and each such noticeClaimant”) will promptly give notice to the Company of any demand, suit, assertion of liability or claim. If the claim relates to an action, suit or proceeding filed by another Person against the Claimant (a “Claim NoticeThird-Party Claim”), Parent shall also send a copy then such notice will be given by the Claimant within twenty (20) Business Days after written notice of such notice action, suit or proceeding is given to the Escrow AgentClaimant and will include true, which notice shall include a certification by Parent that a copy correct and complete copies of all suit, service and claim documents. The failure or delay of the Claimant to provide any such notice has been delivered to Seller. Without limiting or deliver such copies will not release the Merger Agreement, each Claim Notice shall set forth the aggregate amount Company from any of the Damages its obligations under this Article IX unless (as defined in the Merger Agreement) claimed by Parent or an estimate thereof and then solely to the extent then known that) the Company is materially prejudiced thereby. (the “Indemnity Claim Amount”). If Seller desires b) With respect to dispute such Claim, Seller shall deliver to claims solely between a Parent Indemnitee and the Escrow Agent (which Company, the notice to by the Escrow Agent Claimant shall describe the claim in reasonable detail, shall include a certification by Seller copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that a copy of such notice has been delivered to Parent) written or may be sustained by the Claimant. Following receipt of notice disputing such Claim (each from the Claimant of a “Dispute Notice”) within claim, the Company will have thirty (30) calendar days following receipt by Seller to make such investigation of the applicable Claim Noticeclaim as the Company reasonably deems necessary or desirable, and the Claimant agrees to make available to the Company and its authorized Representatives all information relevant and necessary to substantiate the claim, except to the extent any attorney-client privilege would thereby be vitiated. If Seller timely delivers a Dispute Notice to Parent the Claimant and the Escrow Agent regarding an applicable ClaimCompany agree at or prior to the expiration of such thirty (30)-day period to the validity and amount of such claim, then the Escrow Agent shall make payment with respect Company will promptly pay to such Claim only in accordance with Joint Instructions delivered pursuant the Claimant the full amount of the claim, subject to Section 3.1 or a Final Order the terms and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicablelimitations hereof. If no Dispute Notice is received by the Escrow Agent Claimant and the Company do not reach any lviii such agreement within such 30-day thirty (30)-day period, then the Indemnity Claim Amount Claimant may seek an appropriate remedy at law or in equity, as set forth in applicable, subject to the applicable Claim Notice terms and limitations hereof. If the Company fails to respond to the Claimant within such thirty (30)-day period then the Company shall be deemed established for purposes of this Agreement and the Merger Agreement and, on the first (1st) Business Day after the expiration of such 30-day period, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only have agreed to the extent of) the Escrowed Funds; provided, that before making such payment to Parent, Escrow Agent shall have received from Parent written notice that such thirty (30) calendar day period has elapsed and that Parent has not received a Dispute Notice from Seller. The Escrow Agent shall not inquire into or consider whether a Claim or Claim Notice complies with the requirements full amount of the Merger Agreementclaim.

Claims for Indemnification. If Parent delivers The Escrow Agent shall make disbursements as provided in this Section 1.4(b) from the Escrow Account to satisfy the Seller a notice of a claim for Parties’ indemnification obligations pursuant to Article XII or IX of the Merger Agreement. (i) At any time prior to the Indemnity Escrow Fund Distribution Date (as defined below), Buyer (on behalf of any Buyer Indemnitee) may, in accordance with the Agreement, from time to time serve upon the Escrow Agent and Seller Representative a written notice demanding payment in connection with a good faith claim pursuant to Article XIII IX of the Merger Agreement (each such notice, a “Demand”), which Demand shall state a good faith estimate of the amount of the Base Escrow Amount to be reserved against such claim (each, a “Claim” and each such notice, a “Claim Notice”). (ii) Seller Representative may reply to any Demand made under Section 1.4(b)(i) hereof by written notice given to Buyer, Parent shall also send with a copy of such notice to the Escrow Agent, which notice shall include state whether Seller Representative agrees or disagrees that the Claim asserted by Buyer is a certification by Parent that a copy of such notice has been delivered valid Claim under the Agreement and/or agrees or disagrees with respect to Seller. Without limiting the Merger Agreement, each Claim Notice shall set forth the aggregate amount of the Damages (as defined in the Merger Agreement) claimed by Parent or an estimate thereof to the extent then known (the “Indemnity Claim Amount”)Claim. If Seller desires to dispute Representative expressly agrees such Claim, Seller shall deliver to Parent Claim is valid and the Escrow Agent (which notice agrees as to the Escrow Agent shall include a certification by Seller that a copy amount of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following receipt by Seller of the applicable Claim Notice. If Seller timely delivers a Dispute Notice to Parent and the Escrow Agent regarding an applicable Claim, the Escrow Agent shall make payment disburse to Buyer from the Base Escrow Amount the amount of the Claim and the Base Escrow Amount shall be reduced to the extent thereof. If, within [thirty (30)] calendar days after the date of receipt by Seller Representative of the Demand from Buyer, the Escrow Agent and Buyer have not received a notice from Seller Representative that asserts that a good faith dispute exists with respect to such Claim only (a “Dispute Notice”), then the Escrow Agent shall disburse to Buyer from the Base Escrow Amount the amount of the Claim and the Base Escrow Amount shall be reduced to the extent thereof. If in the Dispute Notice Seller Representative expressly acknowledges that a portion of the Claim is a valid Claim and agrees with the amount attributable to the portion of the Claim so expressly acknowledged, then the Escrow Agent shall disburse to Buyer the amount so agreed to by Seller Representative. (iii) If a Dispute Notice is given by Seller Representative in accordance with Joint Instructions delivered pursuant to Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any 1.4(b)(ii) hereof, then the amount of the Claim Notice or less the amount (if any) expressly acknowledged in the Dispute Notice delivered by Seller Representative as due Buyer and disbursed to it was simultaneously delivered to Seller or ParentBuyer, shall be treated as applicable. If no Dispute Notice is received a disputed claim (the “Disputed Claim”) and the amount of such Disputed Claim shall be held by the Escrow Agent within as an undivided portion of the Base Escrow Amount (which amount shall continue to be available to satisfy other Claims) until the earlier to occur of (A) the Escrow Agent’s receipt of a Joint Written Instruction with respect to such 30Disputed Claim or (B) the Escrow Agent’s receipt of a final, non-day periodappealable judgment, then order or decree of a court of competent jurisdiction that decided the Indemnity Disputed Claim Amount (a “Final Judgment”). The Escrow Agent shall receive and may conclusively rely upon an opinion of counsel to the effect that any such Final Judgment is final, non-appealable and from a court of competent jurisdiction. The aggregate of all Disputed Claims and all Claims with respect to which the deadline for delivery of a Dispute Notice has not passed is sometimes referred to herein as set the “Reserve.” Upon Escrow Agent’s receipt of either a Joint Written Instruction or a Final Judgment with respect to any Disputed Claim, (x) if such Joint Written Instruction or a Final Judgment sets forth any amounts that are to be paid in the applicable Claim Notice shall be deemed established for purposes favor of this Agreement and the Merger Agreement and, on the first Buyer (1st) Business Day after the expiration of such 30-day periodor other Buyer Indemnitee), the Escrow Agent shall pay within three (3) business days of the date of such receipt disburse such amount to Parent Buyer (or Parent’s designee) such Indemnity Claim Amount from other Buyer Indemnitee), and (and only to the extent ofy) the Escrowed Funds; provided, that before making such payment to Parent, Escrow Agent shall have received from Parent written notice that such thirty (30) calendar day period has elapsed reduce the amount of the Reserve to an amount equal to the aggregate of all then-existing Disputed Claims and that Parent has not received all Claims with respect to which the deadline for delivery of a Dispute Notice from Seller. The has not passed, and (z) if the Indemnity Escrow Fund Distribution Date has occurred, then the Escrow Agent shall not inquire into or consider whether a Claim or Claim Notice complies with the requirements within three (3) business days of the Merger Agreementdate of such receipt disburse to Seller Representative (on behalf of the Seller Parties) an amount equal to the Escrow Property less any Reserve. (iv) On [___________, 2016] NTD: Insert date that is the eighteen-month anniversary of the Effective Time. (the “Indemnity Escrow Fund Distribution Date”), the Escrow Agent shall disburse to Seller Representative (on behalf of the Seller Parties) the remaining funds in the Escrow Property then held by the Escrow Agent less the aggregate amount of the Reserve as of the Indemnity Escrow Fund Distribution Date. Any such Reserve shall be distributed in accordance with Section 1.4(b)(iii) hereof. (v) Other than pursuant to the terms expressly set forth herein, the Escrow Agent shall make such distributions from the Escrow Property to Seller Representative or Buyer only as shall be specified in a Joint Written Instruction delivered to the Escrow Agent.

Claims for Indemnification. If Parent delivers Except for Third Party Claims described in Section 13.3(b) below, if an event giving rise to Seller a indemnification hereunder shall have occurred or is threatened, then the party seeking indemnification (“Indemnified Party”) promptly shall deliver to the party from whom indemnity is sought (“Indemnifying Party”) written notice of a claim for indemnification pursuant to Article XII thereof, stating that such event has occurred or Article XIII is threatened, describing such event in reasonable detail and specifying or reasonably estimating the amount of the Merger Agreement prospective Loss (each, which estimate or specification shall be non-binding) and the method of computation thereof (a “Claim” and each such notice, a “Claim Notice”), Parent shall also send all with reasonable particularity and containing a copy of such notice reference to the Escrow Agent, provisions of this Agreement in respect of which notice shall include a certification by Parent that a copy such right of such notice indemnification is claimed or has been delivered to Seller. Without limiting the Merger Agreement, each Claim Notice shall set forth the aggregate amount of the Damages (as defined in the Merger Agreement) claimed by Parent or an estimate thereof to the extent then known arisen (the “Indemnity Claim AmountNotice of Claim”). If Seller desires For purposes hereof, any Claim for indemnification shall be deemed to dispute such Claim, Seller shall deliver to Parent and the Escrow Agent (which notice to the Escrow Agent shall include a certification by Seller that a copy of such notice has have been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following receipt by Seller made as of the applicable date on which the Notice of Claim Notice. If Seller timely delivers a Dispute Notice to Parent and the Escrow Agent regarding an applicable Claim, the Escrow Agent shall make payment with respect to such Claim only is delivered in accordance with Joint Instructions delivered pursuant to the terms of this Section 3.1 13.3. (i) In the event the Indemnifying Party shall in good faith dispute the validity of all or any amount of a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received by the Escrow Agent within such 30-day period, then the Indemnity Claim Amount for indemnification as set forth in the applicable Notice of Claim, then such Indemnifying Party shall, within ten (10) days after delivery of the Notice of Claim, execute and deliver to the Indemnified Party a notice setting forth with reasonable particularity the grounds, amount of, and basis upon which the Claim is disputed (the “Dispute Statement”). (ii) In the event the Indemnifying Party shall within ten (10) days after receipt of the Notice of Claim deliver to the Indemnified Party a Dispute Statement, then the portion of the claim described in the Notice of Claim disputed by such Indemnifying Party (the “Disputed Liability”) shall not be due and payable from such Indemnifying Party except in accordance with (A) a final decision of an arbitrator pursuant to an arbitration instituted under Section 14.1 of this Agreement or (B) a written agreement between the Indemnified Party and such Indemnifying Party stipulating the amount of the Admitted Liability. (iii) In the event any Indemnifying Party shall not within ten (10) days after receipt of the Notice of Claim deliver to such Indemnifying Party a Dispute Statement identifying a Disputed Liability, then the amount of the claim described in the Notice of Claim, or if a Dispute Statement is delivered, the portion thereof not disputed as a Disputed Liability, shall be deemed established for purposes of this Agreement and to be admitted (the Merger Agreement and, on the first (1st“Admitted Liability”) Business Day after the expiration of such 30-day periodIndemnifying Party and shall, upon the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (incurring of an actual Loss arising therefrom, immediately be due and only to the extent of) the Escrowed Funds; provided, that before making such payment to Parent, Escrow Agent shall have received from Parent written notice that such thirty (30) calendar day period has elapsed and that Parent has not received a Dispute Notice from Seller. The Escrow Agent shall not inquire into or consider whether a Claim or Claim Notice complies with the requirements of the Merger Agreementpayable.

Claims for Indemnification. If Parent delivers to Seller a notice Whenever any claim shall arise for indemnification hereunder, the Party seeking indemnification (the "Indemnified Party") shall promptly notify the Party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the case of any such claim for indemnification, hereunder resulting from or in connection with any claim or legal proceedings of a claim for indemnification pursuant third party, the notice to Article XII the Indemnifying Party shall specify, if known, the amount or Article XIII an estimate of the Merger Agreement (eachamount of the liability arising there from. 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, a “Claim” and each which shall not be unreasonably withheld. If the Indemnifying Party is of the opinion that the Indemnified Party is not entitled to indemnification, or is not entitled to indemnification in the amount claimed in such notice, a “Claim Notice”)it shall deliver, Parent shall also send a copy of such notice to the Escrow Agent, which notice shall include a certification by Parent that a copy of such notice has been delivered to Seller. Without limiting the Merger Agreement, each Claim Notice shall set forth the aggregate amount of the Damages (as defined in the Merger Agreement) claimed by Parent or an estimate thereof to the extent then known (the “Indemnity Claim Amount”). If Seller desires to dispute such Claim, Seller shall deliver to Parent and the Escrow Agent (which notice to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following after the receipt by Seller of such notice, a written objection to such claim and written specifications in reasonable detail of the applicable Claim Noticeaspects or details objected to, and the grounds for such objection. If Seller the Indemnifying Party shall file timely delivers a Dispute Notice written notice of objection to Parent and the Escrow Agent regarding an applicable Claimany claim for indemnification, the Escrow Agent validity and amount of such claim shall make payment with respect to such Claim only in accordance with Joint Instructions delivered be determined by arbitration pursuant to Section 3.1 11(l) hereof. If timely notice of objection is not delivered or if a Final Order and Legal Opinion delivered claim by an Indemnified Party is admitted in writing by an Indemnifying Party or if an arbitration award is made in favor of an Indemnified Party pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent11(1), the Indemnified Party, as applicable. If no Dispute Notice is received a non-exclusive remedy, shall have the right to (i) receive from the Escrow Agent, upon five (5) days prior written notice to the other party by the Escrow Agent within of such 30release of funds, the amount of such claim or award on a dollar-day periodfor-dollar basis in order to satisfy such claim or award; (ii) set off the amount of such claim or award against any amount yet owed, then whether due or to become due, by the Indemnity Claim Amount as set forth in the applicable Claim Notice shall be deemed established for purposes Indemnified Party or any subsidiary thereof to any Indemnifying Party by reason of this Agreement and or any agreement or arrangement or contract to be entered into at the Merger Agreement and, on Closing; or (iii) recover the first (1st) Business Day after the expiration amount of such 30-day period, the Escrow Agent shall pay to Parent claim or award by using a combination of subparagraphs (or Parent’s designeei) such Indemnity Claim Amount from and (and only to the extent of) the Escrowed Funds; provided, that before making such payment to Parent, Escrow Agent shall have received from Parent written notice that such thirty (30) calendar day period has elapsed and that Parent has not received a Dispute Notice from Seller. The Escrow Agent shall not inquire into or consider whether a Claim or Claim Notice complies with the requirements of the Merger Agreementii).

Claims for Indemnification. If Parent delivers It is the intent of this Agreement to Seller a notice secure for the Indemnitee rights of a claim for indemnification pursuant to Article XII or Article XIII indemnity that are as favorable as may be permitted under applicable law, including without limitation the Florida Statues and public policy of the Merger Agreement (eachState of Florida. Accordingly, a “Claim” the parties agree that the following procedures and each such noticepresumptions shall apply in the event of any Proceeding or any claim, a “Claim Notice”), Parent shall also send a copy of such notice issue or matter therein with regard to the Escrow Agent, which notice shall include a certification by Parent that a copy of such notice has been delivered to Seller. Without limiting the Merger Indemnity will or could be sought under this under this Agreement, each Claim Notice shall set forth the aggregate amount Company's Charter or any other obligation whatsoever of the Damages Company to indemnify the Indemnittee or for which insurance coverage could be available: (as defined a) Whenever any Proceedings shall arise, to obtain indemnification under this Agreement, the Indemnitee shall notify the Company promptly in the Merger Agreement) claimed by Parent or an estimate thereof to the extent then known (the “Indemnity Claim Amount”). If Seller desires to dispute such Claim, Seller shall deliver to Parent writing and the Escrow Agent (which notice to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) in any event within thirty (30) calendar days following receipt by Seller after the Indemnitee has actual knowledge of the applicable Claim Notice. If Seller timely delivers a Dispute Notice to Parent and facts constituting the Escrow Agent regarding an applicable Claimbasis for such Proceeding or any claim, the Escrow Agent shall make payment issue or matter therein; provided, however, that with respect to any Proceeding (or any claim, issue or matter therein), that was initiated prior to the Effective Date, the Indemnitee shall notify the Company promptly in writing within the later of (X) ten (10) days after the effectiveness of this Agreement, and (Y) thirty (30) days after the Indemnitee has actual knowledge of the facts constituting the basis for such Claim only in accordance with Joint Instructions delivered pursuant Proceeding (or any claim, issue or matter therein) (such notice, the "Indemnification Notice"). The Indemnification Notice shall specify all facts known to Section 3.1 the Indemnitee giving rise to such indemnification right and the amount or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent an estimate of the amount of liability (including estimated expenses) arising therefrom. (b) Any indemnification under this Agreement shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If be made no Dispute Notice is received later than thirty (30) days after receipt by the Escrow Agent Company of the Indemnification Notice, unless a determination is made within such 30-day period, then the Indemnity Claim Amount as set forth in the applicable Claim Notice shall be deemed established for purposes of this Agreement and the Merger Agreement and, on the first (1st) Business Day after the expiration of such 30-day period, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only to the extent of) the Escrowed Funds; provided, that before making such payment to Parent, Escrow Agent shall have received from Parent written notice that such thirty (30) calendar day period has elapsed and by (X) the Board by a majority vote of a quorum consisting of directors who were not parties to the Proceeding described in the Indemnification Notice, or (Y) Independent Counsel (as hereinafter defined), agreed to by the Company, in a written opinion (which counsel shall be appointed if such a quorum is not obtainable), that Parent the Indemnitee has not received met the relevant standards for indemnification under this Agreement. Independent Counsel may be appointed by a Dispute Notice from Sellermajority vote of a quorum consisting of directors, notwithstanding that any such directors are parties to the Proceeding described in the Indemnification Notice. (c) If and when a determination with respect to the Indemnitee's lack of entitlement to indemnification hereunder is made pursuant to Section 5(b), the person or persons or entity making such determination shall first presume that the Indemnitee is entitled to indemnification under this Agreement and shall thereafter have the burden of persuasion by clear and convincing evidence that the Indemnitee has not met the applicable standard of conduct to be entitled to indemnification under this Agreement, the Company's articles of incorporation, the bylaws and other obligations of the Company to indemnify the Indmnitee pursuant to which the Indemnitee is claiming the right to indemnification. The Escrow Agent Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper under the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. (d) To the maximum extent permitted by applicable law, the Indemnitee shall be deemed to have acted in good faith if the Indemnitee's action was based on the records or books of account of the Enterprise (as hereinafter defined), including financial statements, or on information supplied to the Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not inquire into be imputed to the Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or consider whether not the foregoing provisions of this Section 5(d) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a Claim manner he reasonably believed to be in or Claim Notice complies not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (e) The Indemnitee shall reasonably cooperate with the requirements person, persons or entity making such determination with respect to the Indemnitee's lack of entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Independent Counsel or member of the Merger Board shall act reasonably and in good faith in making a determination regarding the Indemnitee's lack of entitlement to indemnification under this Agreement. Any costs or expenses (including attorneys' fees and disbursements) incurred by the Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to the Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold the Indemnitee harmless therefrom. (f) The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding or any claim, issue or matter therein to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such Proceeding or claim, issue or matter therein with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding or claim, issue or matter therein; provided, however, that the Indemnitee shall not be entitled to indemnification under this Agreement with respect to any settlement unless the Company shall have consented to such settlement, which consent shall not be unreasonably withheld. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (g) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his conduct was unlawful. (h) The Company will be entitled to participate in the Proceeding at its own expense.

Claims for Indemnification. (a) If Parent delivers prior to Seller a notice of a claim for indemnification pursuant to Article XII or Article XIII the Closing Date the Buyer obtains actual knowledge of the Merger Agreement (eachbreach of any representation, a “Claim” and each such notice, a “Claim Notice”), Parent shall also send a copy of such notice to warranty or covenant made by the Escrow AgentSellers in this Agreement, which notice breach shall, in Buyer's good faith estimation, cost less than $500,000 to cure, then the Buyer shall include a certification by Parent that a copy promptly notify the Sellers thereof in writing. If such breach is capable of such notice has been delivered being cured, the Sellers shall attempt to Sellercure the same at Sellers' sole cost and expense. Without limiting If the Merger Sellers are unable to cure the same after reasonable and diligent efforts, or if the same is not capable of being cured, Buyer shall consummate the Agreement, each Claim Notice shall set forth the aggregate amount of the and be entitled to seek indemnification for any Damages (as defined in the Merger Agreement) claimed by Parent or an estimate thereof to the extent then known (the “Indemnity Claim Amount”). If Seller desires to dispute such Claim, Seller shall deliver to Parent and the Escrow Agent (which notice to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following receipt by Seller of the applicable Claim Notice. If Seller timely delivers a Dispute Notice to Parent and the Escrow Agent regarding an applicable Claim, the Escrow Agent shall make payment with respect to such Claim only in accordance with Joint Instructions delivered suffered pursuant to Section 3.1 11.1 hereof. (b) If prior to the Closing Date the Buyer obtains actual knowledge of the breach of any representation, warranty or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received covenant made by the Escrow Agent within such 30-day periodSellers in this Agreement, which breach shall, in Buyer's good faith estimation, cost $500,000 or more to cure, then the Indemnity Claim Amount Buyer shall promptly notify the Sellers thereof in writing. If such breach is capable of being cured, the Sellers, in their sole discretion, may attempt to cure the same at Sellers' sole cost and expense. If the Sellers are unable or unwilling to cure the same, or if the same is not capable of being cured, Sellers or Buyer (if such party is not in material breach or default under this Agreement) may elect to terminate this Agreement upon five (5) days written notice. Buyer shall in either instance retain all its remedies for such breach. If neither Buyer nor Sellers elect to terminate the Agreement notwithstanding such breach, Buyer shall be entitled to seek indemnification for any Damages suffered as a result of such breach, except as set forth in Section 6.10. (c) In no event shall Sellers' liability for indemnification exceed the applicable Claim Notice Purchase Price. (d) Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the "indemnified party") shall promptly notify the other party (the "indemnifying party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the notice to the indemnifying party shall specify, if known, 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 shall not be deemed established for purposes of this Agreement unreasonably withheld) unless suit shall have been entered against it and the Merger Agreement and, on the first (1st) Business Day after the expiration indemnifying party shall not have taken control of such 30-day period, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only to the extent of) the Escrowed Funds; provided, that before making such payment to Parent, Escrow Agent shall have received from Parent written notice that such thirty (30) calendar day period has elapsed and that Parent has not received a Dispute Notice from Seller. The Escrow Agent shall not inquire into or consider whether a Claim or Claim Notice complies with the requirements of the Merger Agreementsuit after notification thereof as provided in this Section 11.3.

Claims for Indemnification. If Parent delivers to Seller a notice of Any Indemnitee making a claim for indemnification pursuant under this Article IX shall give COMARCO and the Company or the Buyer, as the case may be (the "Indemnifying Party"), written notice (the "Indemnification Notice") of any claim (including the receipt of any demand) or the commencement of any action with respect to Article XII or Article XIII of which indemnity may be sought by the Merger Agreement Indemnitee (eachindividually, a “"Claim” " and each such noticecollectively, a “Claim Notice”), Parent shall also send a copy the "Claims") as soon as reasonably practicable but in no event more than 30 days after the Indemnitee has received notice or obtained actual knowledge of such Claim (provided that failure to give such notice shall not limit the Indemnifying Party's indemnification obligation hereunder except to the Escrow Agentextent that the delay in giving, which or failure to give, the notice shall include a certification by Parent that a copy of such notice has been delivered adversely affects the Indemnifying Party's ability to Sellerdefend against the Claim). Without limiting To the Merger Agreementextent reasonably practicable, each Claim the Indemnification Notice shall set forth state the aggregate nature, basis and amount of the Damages indemnification claim and include any relevant supporting documentation. The right of the Indemnitee to indemnification for a Claim shall be deemed to be accepted by the Indemnifying Party (as defined the "Permitted Indemnification Claim") unless, within 30 days after the Indemnifying Party's receipt of the Indemnification Notice, the Indemnifying Party shall notify the Indemnitee in the Merger Agreement) claimed by Parent or an estimate thereof writing that it objects to the extent then known right of the Indemnitee to indemnification with respect to the Claim (the “Indemnity Claim Amount”"Indemnification Objection Notice"). If Seller desires to dispute the Indemnifying Party contests the propriety of any such Claimclaim described in the Indemnification Notice and/or the amount of Damages associated with such claim, Seller then the Indemnifying Party shall deliver to Parent and the Escrow Agent (which notice to the Escrow Agent shall include Indemnitee a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following receipt by Seller of detailing with reasonable specificity all objections the applicable Claim Notice. If Seller timely delivers a Dispute Notice to Parent and the Escrow Agent regarding an applicable Claim, the Escrow Agent shall make payment Indemnitee has with respect to such Claim only the claims contained in accordance with Joint Instructions delivered pursuant to Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim the Indemnification Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable("Indemnification Objection Notice"). If no Dispute the Indemnifying Party and the Indemnitee are unable to resolve the disputed matters described in the Indemnification Objection Notice is within 15 days after the date the Indemnitee received by the Escrow Agent within such 30-day periodIndemnification Objection Notice, then the Indemnity Claim Amount as disputed matters will be subject to the dispute resolution procedures set forth in Section 10.15 hereof. Any undisputed claims contained in the applicable Claim Indemnification Notice shall be deemed established for purposes to be final and binding upon the Indemnifying Party(ies) and shall constitute an Approved Claim and a Permitted Indemnification Claim. If the arbitrator's determination of this Agreement and the Merger Agreement and, on the first (1st) Business Day after the expiration any disputed claims results in all or any portion of such 30claim properly being subject to set-day periodoff or indemnification pursuant to this Article IX, such claim or portion thereof shall be final and binding upon the Escrow Agent Indemnifying Party(ies) and shall pay to Parent (or Parent’s designee) such Indemnity constitute an Approved Claim Amount from (and only to the extent of) the Escrowed Funds; provided, that before making such payment to Parent, Escrow Agent shall have received from Parent written notice that such thirty (30) calendar day period has elapsed and that Parent has not received and/or a Dispute Notice from Seller. The Escrow Agent shall not inquire into or consider whether a Claim or Claim Notice complies with the requirements of the Merger AgreementPermitted Indemnification Claim.

Claims for Indemnification. If Parent delivers It is the intent of this Agreement to Seller a notice secure for the Indemnitee rights of a claim for indemnification pursuant to Article XII or Article XIII indemnity that are as favorable as may be permitted under applicable law, including without limitation the Florida Statues and public policy of the Merger Agreement (eachState of Florida. Accordingly, a “Claim” the parties agree that the following procedures and each such noticepresumptions shall apply in the event of any Proceeding or any claim, a “Claim Notice”), Parent shall also send a copy of such notice issue or matter therein with regard to the Escrow Agent, which notice shall include a certification by Parent that a copy of such notice has been delivered to Seller. Without limiting the Merger Indemnity will or could be sought under this under this Agreement, each Claim Notice shall set forth the aggregate amount Company's Charter or any other obligation whatsoever of the Damages Company to indemnify the Indemnittee or for which insurance coverage could be available: (as defined a) Whenever any Proceedings shall arise, to obtain indemnification under this Agreement, the Indemnitee shall notify the Company promptly in the Merger Agreement) claimed by Parent or an estimate thereof to the extent then known (the “Indemnity Claim Amount”). If Seller desires to dispute such Claim, Seller shall deliver to Parent writing and the Escrow Agent (which notice to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) in any event within thirty (30) calendar days following receipt by Seller after the Indemnitee has actual knowledge of the applicable Claim Notice. If Seller timely delivers a Dispute Notice to Parent and facts constituting the Escrow Agent regarding an applicable Claimbasis for such Proceeding or any claim, the Escrow Agent shall make payment issue or matter therein; provided, however, that with respect to any Proceeding (or any claim, issue or matter therein), that was initiated prior to the Effective Date, the Indemnitee shall notify the Company promptly in writing within the later of (X) ten (10) days after the effectiveness of this Agreement, and (Y) thirty (30) days after the Indemnitee has actual knowledge of the facts constituting the basis for such Claim only in accordance with Joint Instructions delivered pursuant Proceeding (or any claim, issue or matter therein) (such notice, the "Indemnification Notice"). The Indemnification Notice shall specify all facts known to Section 3.1 the Indemnitee giving rise to such indemnification right and the amount or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent an estimate of the amount of liability (including estimated expenses) arising therefrom. (b) Any indemnification under this Agreement shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If be made no Dispute Notice is received later than thirty (30) days after receipt by the Escrow Agent Company of the Indemnification Notice, unless a determination is made within such 30-day period, then the Indemnity Claim Amount as set forth in the applicable Claim Notice shall be deemed established for purposes of this Agreement and the Merger Agreement and, on the first (1st) Business Day after the expiration of such 30-day period, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only to the extent of) the Escrowed Funds; provided, that before making such payment to Parent, Escrow Agent shall have received from Parent written notice that such thirty (30) calendar day period has elapsed and by (X) the Board by a majority vote of a quorum consisting of directors who were not parties to the Proceeding described in the Indemnification Notice, or (Y) Independent Counsel (as hereinafter defined), agreed to by the Company, in a written opinion (which counsel shall be appointed if such a quorum is not obtainable), that Parent the Indemnitee has not received met the relevant standards for indemnification under this Agreement. Independent Counsel may be appointed by a Dispute Notice from Sellermajority vote of a quorum consisting of directors, notwithstanding that any such directors are parties to the Proceeding described in the Indemnification Notice. (c) If and when a determination with respect to the Indemnitee's lack of entitlement to indemnification hereunder is made pursuant to Section 5(b), the person or persons or entity making such determination shall first presume that the Indemnitee is entitled to indemnification under this Agreement and shall thereafter have the burden of persuasion by clear and convincing evidence that the Indemnitee has not met the applicable standard of conduct to be entitled to indemnification under this Agreement, the Company's articles of incorporation, the bylaws and other obligations of the Company to indemnify the Indmnitee pursuant to which the Indemnitee is claiming the right to indemnification. The Escrow Agent Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper under the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. (d) To the maximum extent permitted by applicable law, the Indemnitee shall be deemed to have acted in good faith if the Indemnitee's action was based on the records or books of account of the Enterprise (as hereinafter defined), including financial statements, or on information supplied to the Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not inquire into be imputed to the Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or consider whether not the foregoing provisions of this Section 5(d) are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a Claim manner he reasonably believed to be in or Claim Notice complies not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (e) The Indemnitee shall reasonably cooperate with the requirements person, persons or entity making such determination with respect to the Indemnitee's lack of entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Independent Counsel or member of the Merger Board shall act reasonably and in good faith in making a determination regarding the Indemnitee's lack of entitlement to indemnification under this Agreement. Any costs or expenses (including attorneys' fees and disbursements) incurred by the Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to the Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold the Indemnitee harmless therefrom. (f) The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding or any claim, issue or matter therein to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including, without limitation, settlement of such Proceeding or claim, issue or matter therein with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding or claim, issue or matter therein; provided, however, that the Indemnitee shall not be entitled to indemnification under this Agreement with respect to any settlement unless the Company shall have consented to such settlement, which consent shall not be unreasonably withheld. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (e) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his conduct was unlawful. (h) The Company will be entitled to participate in the Proceeding at its own expense.

Claims for Indemnification. If Parent delivers to Seller Upon receipt by a party of a written notice of any action, suit, proceedings, claim, demand or assessment against it which might give rise to a claim for indemnification pursuant Damages, such party (the "Indemnitee") shall give written notice thereof to Article XII or Article XIII the other party (the "Indemnitor") indicating the nature of such claim and the Merger Agreement (eachbasis therefor; provided, however, that failure to give such notice shall not affect the Indemnitee's rights provided hereunder except to the extent the Indemnitor shall have been actually prejudiced as a “Claim” and each result of such noticefailure. The Indemnitor shall have the right, a “Claim Notice”)at its option, Parent shall also send a copy exercisable within 10 days after receipt of such notice to assume the Escrow Agentdefense of, at its own expense and by its own counsel, any such matter involving the asserted liability of the Indemnitee as to which the Indemnitor shall have acknowledged the right of the Indemnitee to payment by the Indemnitor, subject to the next sentence. If the Indemnitor shall undertake to compromise or defend any such asserted liability, it shall promptly notify the Indemnitee of its intention to do so, and the Indemnitee agrees to cooperate fully with the Indemnitor and its counsel in the compromise of, or defense against, any such asserted liability; provided, however, that the Indemnitor shall not settle any such asserted liability without the written consent of the Indemnitee. Notwithstanding an election to assume the defense of such action or proceeding, the Indemnitee shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, and the reasonable fees, costs and expenses of such separate counsel shall be payable by the Indemnitor, if (A) the Indemnitor shall not have employed counsel reasonably satisfactory to the Indemnitee to represent the Indemnitor within 20 days after notice of the institution of such action or proceeding or (B) the Indemnitor shall include a certification have authorized the Indemnitee to employ separate counsel at the Indemnitor's expense and the Indemnitor shall promptly assume and hold the Indemnitee harmless from and against the full amount of any Damage resulting therefrom. Notwithstanding anything herein to the contrary, the Indemnitor shall not be entitled to assume control of such defense but shall pay for the reasonable fees, costs and expenses of Indemnitee's legal counsel if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (ii) Indemnitee has been advised by Parent counsel that a copy reasonable likelihood exists of a conflict of interest between the Indemnitor, on the one hand, and Indemnitee on the other; (iii) the Indemnitor failed or is failing to vigorously prosecute or defend such notice has been delivered to Seller. Without limiting claim; (iv) the Merger Agreement, each Claim Notice shall set forth the aggregate amount of the Damages claim seeks an injunction or equitable relief against Indemnitee; or (as defined in the Merger Agreementv) claimed by Parent or Indemnitee reasonably believes an estimate thereof to the extent then known (the “Indemnity Claim Amount”). If Seller desires to dispute such Claim, Seller shall deliver to Parent and the Escrow Agent (which notice to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following receipt by Seller of the applicable Claim Notice. If Seller timely delivers a Dispute Notice to Parent and the Escrow Agent regarding an applicable Claim, the Escrow Agent shall make payment adverse determination with respect to the action, lawsuit, investigation, proceeding or other claim giving rise to such Claim only in accordance claim for indemnification would be detrimental to or injure the reputation or future business prospects of Indemnitee. In any event, the Indemnitee and its counsel shall cooperate with Joint Instructions delivered pursuant the Indemnitor and its counsel. The Indemnitee shall have the right at its own expense to Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received by the Escrow Agent within such 30-day period, then the Indemnity Claim Amount as set forth participate in the applicable Claim Notice shall be deemed established for purposes of this Agreement and the Merger Agreement and, on the first (1st) Business Day after the expiration defense of such 30-day period, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only to the extent of) the Escrowed Funds; provided, that before making such payment to Parent, Escrow Agent shall have received from Parent written notice that such thirty (30) calendar day period has elapsed and that Parent has not received a Dispute Notice from Seller. The Escrow Agent shall not inquire into or consider whether a Claim or Claim Notice complies with the requirements of the Merger Agreementasserted liability.

Claims for Indemnification. If Parent delivers to Seller a Any party hereto shall give the Stockholders or Purchaser, as the case may be (the “Indemnitor”), written notice of a claim for indemnification pursuant to Article XII or Article XIII of (the Merger Agreement (each, a “Claim” and each such notice, a “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 ( the “Claim” or the “Claims”), Parent shall also send within 45 days following Purchaser or any of the Stockholders becoming aware of the potential claim (or, in respect of any proceedings, including in particular any proceedings initiated by the tax or social administration, that require a copy response within a shorter period of such notice time, within a shorter period sufficient to enable the Escrow Agent, which notice shall include Stockholders to answer in a certification by Parent that a copy of such notice has been delivered to Sellertimely fashion). Without limiting the Merger Agreement, each The Claim Notice shall set forth state (i) the aggregate amount of the Damages Purchaser’s Recoverable Losses (as defined in the Merger Agreement) claimed by Parent or an estimate thereof assessed to the extent then known possible pursuant to Section 7.3 above) or Stockholders’ Recoverable Losses (the in either case, “Indemnity Claim AmountRecoverable Losses”). If Seller desires ) as to dispute such Claim, Seller shall deliver to Parent and the Escrow Agent which indemnification is being sought (which notice 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 is being made. The right 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 Indemnitor shall notify the claimant in writing that it objects to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered right to Parent) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following receipt by Seller of the applicable Claim Notice. If Seller timely delivers a Dispute Notice to Parent and the Escrow Agent regarding an applicable Claim, the Escrow Agent shall make payment indemnification with respect to such Claim only the Claim. Any delay in accordance with Joint Instructions delivered pursuant to Section 3.1 or sending a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received by the Escrow Agent within such 30-day period, then the Indemnity Claim Amount as set forth in the applicable Claim Notice shall be deemed established only result in damages for purposes of this Agreement and the Merger Agreement andparty receiving the late Claim Notice, on insofar as the first (1st) Business Day after the expiration of such 30-day period, the Escrow Agent shall pay latter is able to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only to the extent of) the Escrowed Funds; provided, that before making such payment to Parent, Escrow Agent shall have received from Parent written notice prove that such thirty (30) calendar day period has elapsed and that Parent has not received a Dispute Notice from Seller. The Escrow Agent shall not inquire into or consider whether a Claim or Claim Notice complies with the requirements of the Merger Agreementdelay adversely affected its interest.

Claims for Indemnification. If Parent delivers 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 Seller 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 applicable statute of limitations (including any extensions thereof) which will preclude assertion of Tax claims against the Company or the Surviving Corporation for matters existing on or prior to the date of this Agreement. The Party seeking indemnification (the "Indemnified Party") shall give the 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 or expense in respect of which the right to indemnification contained in this Article 11 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 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, the Indemnified Party may give written notice (a "Notice of Possible Claim") of such claim to the 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 claim for indemnification pursuant to Article XII representation or Article XIII warranty, unless a Notice of Claim or Notice of Possible Claim therefor is delivered by the Merger Agreement (each, a “Claim” and each such notice, a “Claim Notice”), Parent shall also send a copy of such notice Indemnified Party prior to the Escrow Agent, which notice shall include a certification by Parent that a copy of such notice has been delivered to Seller. Without limiting the Merger Agreement, each Claim Notice shall set forth the aggregate amount of the Damages Distribution Date (as defined in the Merger Escrow Agreement) claimed by Parent ); provided, however, that the limitations set forth in this Section 11.3 shall not apply to liability under this Article 11 for any intentional breach of a representation or an estimate thereof to warranty in this Agreement. Any Notice of Claim or Notice of Possible Claim shall set forth the extent then known (the “Indemnity Claim Amount”). If Seller desires to dispute such Claimrepresentations, Seller shall deliver to Parent warranties, covenants and the Escrow Agent (which notice to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following receipt by Seller of the applicable Claim Notice. If Seller timely delivers a Dispute Notice to Parent and the Escrow Agent regarding an applicable Claim, the Escrow Agent shall make payment agreements with respect to such Claim only in accordance with Joint Instructions delivered pursuant which the claim is made, the specific facts giving rise to Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received by an alleged basis for the Escrow Agent within such 30-day period, then the Indemnity Claim Amount as set forth in the applicable Claim Notice shall be deemed established for purposes of this Agreement claim and the Merger Agreement and, on the first (1st) Business Day after the expiration amount of such 30-day period, the Escrow Agent shall pay liability asserted or anticipated to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only to the extent of) the Escrowed Funds; provided, that before making such payment to Parent, Escrow Agent shall have received from Parent written notice that such thirty (30) calendar day period has elapsed and that Parent has not received a Dispute Notice from Seller. The Escrow Agent shall not inquire into or consider whether a Claim or Claim Notice complies with the requirements be asserted by reason of the Merger Agreementclaim.

Claims for Indemnification. (a) If Parent delivers a claim arises for indemnification hereunder, the Party and its Affiliated Parties entitled to Seller a indemnification (the “Indemnified Party”) shall notify the other Party (the “Indemnifying Party”) within twenty (20) days following notice of the claim and, when known, the facts constituting the basis for such claim; provided, however, that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its Obligation hereunder to the extent such failure does not materially prejudice the Indemnifying Party. To make a claim for claim, the Indemnified Party shall deliver to the Indemnifying Party a certificate (a “Claim Certificate”) which shall (i) state that the Indemnified Party is entitled to indemnification pursuant to Article XII or Article XIII this Agreement (referencing the pertinent section(s) of this Agreement); and (ii) specify in reasonable detail, to the extent known, each individual item of Loss for which the Indemnified Party is entitled to indemnification, the basis for any anticipated Liability, and to the extent known, the nature of the Merger Agreement (eachmisrepresentation, a “Claim” and breach or claim to which each such noticeitem is related and, a “Claim Notice”)if known, Parent shall also send a copy of such notice to the Escrow Agent, which notice shall include a certification by Parent that a copy of such notice has been delivered to Seller. Without limiting the Merger Agreement, each Claim Notice shall set forth the aggregate amount computation of the Damages amount (as defined in the Merger Agreement) claimed by Parent or an estimate thereof thereof) to which such Indemnified Party claims to be entitled hereunder. (b) If the Indemnifying Party objects to the extent then known indemnification specified in any Claim Certificate, the Indemnifying Party shall, within twenty (the “Indemnity Claim Amount”). If Seller desires to dispute such Claim20) days after receipt thereof, Seller shall deliver to Parent and the Escrow Agent (which Indemnified Party a notice to such effect, specifying in reasonable detail the Escrow Agent shall include a certification by Seller that a copy of basis for such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) objection. The Parties shall, within the thirty (30) calendar days following day period beginning on the date of receipt by Seller the Indemnified Party of the applicable Claim Noticesuch objection, attempt in good faith to resolve their dispute. If Seller the Parties timely delivers a Dispute Notice to Parent and the Escrow Agent regarding an applicable Claimresolve such dispute, the Escrow Agent Parties shall make payment with respect promptly prepare and sign a memorandum setting forth such agreement. Should the Parties be unable to such Claim only in accordance with Joint Instructions delivered pursuant to Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received by timely resolve the Escrow Agent within such 30-day perioddispute, then the Indemnity Claim Amount Indemnified Party shall be permitted to submit the same to dispute resolution as set forth in the applicable Claim Notice shall be deemed established for purposes of this Agreement and the Merger Agreement and, on the first (1st) Business Day after the expiration of such 30-day period, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only to the extent of) the Escrowed Funds; provided, that before making such payment to Parent, Escrow Agent shall have received from Parent written notice that such thirty (30) calendar day period has elapsed and that Parent has not received a Dispute Notice from Seller. The Escrow Agent shall not inquire into or consider whether a Claim or Claim Notice complies with the requirements of the Merger AgreementSection 10.9.

Claims for Indemnification. If Parent delivers to Seller a notice of a claim Whenever any Buyer's Claim shall arise for indemnification pursuant to under this Article XII or Article XIII X, I-FLOW shall notify the VMI Shareholders and the INFUSYSTEM Shareholders of the Merger Agreement (eachBuyer's Claim and, when known, the facts constituting the basis for such Claim. In the event of any Claim for indemnification hereunder resulting from or in connection with any legal proceedings by a “Claim” and each third party, such notice, a “Claim Notice”), Parent notice shall also send a copy specify, if known, the amount or an estimate of such notice to the Escrow Agent, which notice shall include a certification by Parent that a copy of such notice has been delivered to Seller. Without limiting the Merger Agreement, each Claim Notice shall set forth the aggregate amount of the Damages (as defined liability arising therefrom. I-FLOW and I-FLOWSUB shall give the VMI Shareholders and the INFUSYSTEM Shareholders a reasonable opportunity to defend any such Buyer's Claim at their own expense and with counsel of their own selection and reasonably acceptable to I-FLOW, provided that I-FLOW and I-FLOWSUB shall at all times also have the right to fully participate in the Merger Agreement) claimed by Parent or an estimate thereof to the extent then known (the “Indemnity Claim Amount”)defense at their own expense. If Seller desires to dispute such Claim, Seller shall deliver to Parent the VMI Shareholders and the Escrow Agent INFUSYSTEM Shareholders shall, within a reasonable time after notice, fail to defend, I-FLOW and I-FLOWSUB shall have the right to undertake the defense of, and to compromise or settle (which notice to exercising reasonable business judgment) the Escrow Agent Buyer's Claim on behalf, for the account, and at the risk of, the VMI Shareholders and the INFUSYSTEM Shareholders. I-FLOW shall include a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following receipt by Seller notify the VMI Shareholders and the INFUSYSTEM Shareholders in writing of the applicable existence of any Buyer's Claim Notice. If Seller timely delivers a Dispute Notice to Parent which the VMI Shareholders and the Escrow Agent regarding an applicable ClaimINFUSYSTEM Shareholders' indemnification would apply, but failure to so notify the Escrow Agent shall make payment with respect to such Claim only in accordance with Joint Instructions delivered pursuant to Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received by the Escrow Agent within such 30-day period, then the Indemnity Claim Amount as set forth in the applicable Claim Notice shall be deemed established for purposes of this Agreement VMI Shareholders and the Merger Agreement and, on the first (1st) Business Day after the expiration of such 30-day period, the Escrow Agent shall pay to Parent (or Parent’s designee) such Indemnity Claim Amount from (and only to the extent of) the Escrowed Funds; provided, that before making such payment to Parent, Escrow Agent shall have received from Parent written notice that such thirty (30) calendar day period has elapsed and that Parent has not received a Dispute Notice from Seller. The Escrow Agent shall not inquire into or consider whether a Claim or Claim Notice complies with the requirements of the Merger Agreement.INFUSYSTEM