Common use of Claims for Indemnity Clause in Contracts

Claims for Indemnity. Whenever a claim for Damages shall arise for which one party (“Indemnitee”) shall be entitled to indemnification hereunder, Indemnitee shall notify the other party(s) (“Indemnitor”) in writing within thirty (30) days of the first receipt of notice of such claim, and in any event within such shorter period as may be necessary for Indemnitor to take appropriate action to resist such claim; provided that the failure to give notice as herein provided shall not relieve Indemnitor of its obligation to indemnify Indemnitee except to the extent that Indemnitor shall have been prejudiced in its ability to defend such claim. Notwithstanding anything in this Agreement to the contrary, written notice of any Indemnitee’s claim for indemnification for breach of representations and warranties must be given within the survival period for such representations and warranties set forth in Section 9.1, and any indemnity claim for breaches of representations and warranties which has not been noticed in writing by such date shall be time-barred, irrespective of whether such claim was known or unknown by such date to the party seeking indemnification. Each notice shall specify all facts known to Indemnitee giving rise to such indemnity rights and shall estimate the amount of the liability arising therefrom. If Indemnitee is duly notified of a dispute, the parties shall attempt to settle and compromise the same, or if unable to do so within thirty (30) days (or such longer period as they may agree) of Indemnitor’s delivery of notice of a dispute, either party may seek judicial resolution of the dispute. Any rights of indemnification established by reason of such settlement, compromise or arbitration shall promptly thereafter be paid and satisfied by Indemnitor.

Claims for Indemnity. Whenever a claim for Damages shall arise for which one any party (“Indemnitee”) shall be entitled to indemnification hereunder, Indemnitee the indemnified party shall notify the other party(s) (“Indemnitor”) indemnifying party in writing within thirty (30) days of the indemnified party's first receipt of notice of of, or the indemnified party's obtaining actual knowledge of, such claim, and in any event within such shorter period as may be necessary for Indemnitor the indemnifying party or parties to take appropriate action to resist such claim; provided that the failure to give notice as herein provided shall not relieve Indemnitor of its obligation to indemnify Indemnitee except to the extent that Indemnitor shall have been prejudiced in its ability to defend such claim. Notwithstanding anything in this Agreement to the contrary, written notice of any Indemnitee’s claim for indemnification for breach of representations and warranties must be given within the survival period for such representations and warranties set forth in Section 9.1, and any indemnity claim for breaches of representations and warranties which has not been noticed in writing by such date shall be time-barred, irrespective of whether such claim was known or unknown by such date to the party seeking indemnification. Each Such notice shall specify all facts known to Indemnitee the indemnified party giving rise to such indemnity rights and shall estimate (to the extent reasonably possible) the amount of the potential liability arising therefrom. If Indemnitee is the indemnifying party shall be duly notified of a such dispute, the parties shall attempt to settle and compromise the samesame or may agree to submit the same to American Arbitration Association arbitration in Orlando, or Florida or, if unable or unwilling to do so within thirty (30) days (or such longer period as they may agree) of Indemnitor’s delivery of notice of a dispute, either party may seek judicial resolution any of the dispute. Any foregoing, such dispute shall be settled by appropriate litigation, and any rights of indemnification established by reason of such settlement, compromise compromise, arbitration or arbitration litigation shall promptly thereafter be paid and satisfied by Indemnitorthose indemnifying parties obligated to make indemnification hereunder in such amount as shall be necessary to satisfy all applicable Losses determined in accordance with such settlement and compromise, or by final nonappealable order or judgment of the applicable judicial or arbitration panel. Losses which take the form of litigation or arbitration costs and expenses (including reasonable attorneys' fees) which are not incurred in connection with an action or demand by a third party against the indemnified party or any of its Affiliates, shall not be paid on an ongoing basis as incurred, but rather all such costs and expenses incurred by the prevailing party in any such action shall be paid by the other party thereto.

Claims for Indemnity. Whenever a claim for Damages shall arise for which one party (“Indemnitee”) shall be entitled to indemnification hereunder, Indemnitee shall notify the other party(s) (“Indemnitor”) in writing within thirty (30) days of the first receipt of notice of such claim, and in any event within such shorter period as may be necessary for Indemnitor to take appropriate action to resist such claim; provided that the failure to give notice as herein provided shall not relieve Indemnitor of its obligation to indemnify Indemnitee except to the extent that Indemnitor shall have been prejudiced in its ability to defend such claim. Notwithstanding anything in this Agreement to the contrary, written notice of any Indemnitee’s claim for indemnification for breach of representations and warranties must be given within the survival period for such representations and warranties set forth in Section 9.16.1, and any indemnity claim for breaches of representations and warranties which has not been noticed in writing by such date shall be time-barred, irrespective of whether such claim was known or unknown by such date to the party seeking indemnification. Each notice shall specify all facts known to Indemnitee giving rise to such indemnity rights and shall estimate the amount of the liability arising therefrom. If Indemnitee is duly notified of a dispute, the parties shall attempt to settle and compromise the same, or if unable to do so within thirty (30) days (or such longer period as they may agree) of Indemnitor’s delivery of notice of a dispute, either party may seek judicial resolution of such dispute shall be settled by mediation or binding arbitration in the disputemanner set forth in Section 10.13. Any rights of indemnification established by reason of such settlement, compromise or arbitration shall promptly thereafter be paid and satisfied by Indemnitor.

Claims for Indemnity. Whenever For purposes of this Article 11, a party making a claim for Damages indemnity under this Agreement is hereinafter referred to as an “Indemnified Party” and the party against whom such claim is asserted is hereinafter referred to as the “Indemnifying Party.” All claims by any Indemnified Party under this Agreement shall arise be asserted and resolved in accordance with the following provisions. If any claim or demand for which one party (“Indemnitee”) an Indemnifying Party would be liable to an Indemnified Party is asserted against or sought to be collected from such Indemnified Party by such third party, said Indemnified Party shall be entitled to indemnification hereunder, Indemnitee shall with reasonable promptness notify the other party(s) (“Indemnitor”) in writing within thirty (30) days the Indemnifying Party of such claim or demand stating with reasonable specificity the circumstances of the first Indemnified Party’s claim for indemnification; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party. After receipt of notice by the Indemnifying Party of such claimnotice, then upon reasonable notice from the Indemnifying Party to the Indemnified Party, or upon the request of the Indemnified Party, the Indemnifying Party shall defend, manage and conduct any proceedings, negotiations or communications involving any claimant whose claim is the subject of the Indemnified Party’s notice to the Indemnifying Party as set forth above, and in any event within shall take all actions necessary, including but not limited to the posting of such shorter period bond or other security as may be necessary for Indemnitor required by any governmental agency, so as to take appropriate enable the claim to be defended against or resolved without expense or other action by the Indemnified Party. Upon request of the Indemnifying Party, the Indemnified Party shall, to resist such claim; provided that the failure to give notice as herein provided shall not relieve Indemnitor of its obligation to indemnify Indemnitee except extent it may legally do so and to the extent that Indemnitor shall have been prejudiced it is compensated in its ability advance by the Indemnifying Party for any costs and expenses thereby incurred, (i) take such action as the Indemnifying Party may reasonably request in connection with such action, (ii) allow the Indemnifying Party to defend dispute such claim. Notwithstanding anything action in this Agreement the name of the Indemnified Party and to conduct a defense to such action on behalf of the Indemnified Party, and (iii) render to the contrary, written notice of any Indemnitee’s claim for indemnification for breach of representations Indemnifying Party all such assistance as the Indemnifying Party may reasonably request in connection with such dispute and warranties must be given within the survival period for such representations and warranties set forth in Section 9.1, and any indemnity claim for breaches of representations and warranties which has not been noticed in writing by such date shall be time-barred, irrespective of whether such claim was known or unknown by such date to the party seeking indemnification. Each notice shall specify all facts known to Indemnitee giving rise to such indemnity rights and shall estimate the amount of the liability arising therefrom. If Indemnitee is duly notified of a dispute, the parties shall attempt to settle and compromise the same, or if unable to do so within thirty (30) days (or such longer period as they may agree) of Indemnitor’s delivery of notice of a dispute, either party may seek judicial resolution of the dispute. Any rights of indemnification established by reason of such settlement, compromise or arbitration shall promptly thereafter be paid and satisfied by Indemnitordefense.

Claims for Indemnity. Whenever a (a) A claim for Damages indemnity under Sections 3.1 or 3.2 of this Agreement may be made by the claiming party at any time prior to the first anniversary of the Effective Time by the giving of written notice thereof to the other party. Such written notice shall arise set forth in reasonable detail the basis upon which such claim for indemnity is made. In the event that any such claim is made within such prescribed 12 month period, the indemnity relating to such claim shall survive until such claim is finally resolved. The foregoing indemnities shall terminate and be of no further force and effect as to any claims not made within such 12 month period, provided that this section shall not relieve Purchaser of any of its obligations with respect to liabilities and obligations expressly assumed hereunder. (b) In the event that any person or entity not a party to this Agreement shall make or threaten any demand, claim, action, suit, protest, or other proceeding or litigation which may result in any liability, damage or loss to one party hereto of the kind for which one such party (“Indemnitee”) shall be is entitled to indemnification hereunderpursuant to Section 3.1 or 3.2 hereof, Indemnitee then, after written notice is provided by the indemnified party to the indemnifying party of such demand, claim or lawsuit, the indemnifying party shall notify have the option, at its cost and expense, to retain counsel for the indemnified party to defend any such demand, claim, action, suit, protest, or other party(s) proceeding or litigation. In the event that the indemnifying party shall fail to respond within five business days after receipt of such notice of any such demand, claim, action, protest, or other proceeding or litigation, then the indemnified party shall retain counsel and conduct the defense of such demand, claim, action, protest, or other proceeding or litigation as it may in its discretion deem proper, at the cost and expense of the indemnifying party. In effecting the settlement or compromise of any such proceeding, an indemnified party shall act in good faith, shall consult with the indemnifying party and shall enter into only such settlement as the indemnifying party shall approve (“Indemnitor”) in writing the indemnifying party's approval will be implied if it does not respond within thirty (30) ten business days of the first its receipt of the notice of such claim, and in any event within such shorter period as may be necessary for Indemnitor to take appropriate action to resist such claim; provided that the failure to give notice as herein provided shall not relieve Indemnitor of its obligation to indemnify Indemnitee except to the extent that Indemnitor shall have been prejudiced in its ability to defend such claim. Notwithstanding anything in this Agreement to the contrary, written notice of any Indemnitee’s claim for indemnification for breach of representations and warranties must be given within the survival period for such representations and warranties set forth in Section 9.1, and any indemnity claim for breaches of representations and warranties which has not been noticed in writing by such date shall be time-barred, irrespective of whether such claim was known proposed settlement or unknown by such date to the party seeking indemnification. Each notice shall specify all facts known to Indemnitee giving rise to such indemnity rights and shall estimate the amount of the liability arising therefrom. If Indemnitee is duly notified of a dispute, the parties shall attempt to settle and compromise the same, or if unable to do so within thirty (30) days (or such longer period as they may agree) of Indemnitor’s delivery of notice of a dispute, either party may seek judicial resolution of the dispute. Any rights of indemnification established by reason of such settlement, compromise or arbitration shall promptly thereafter be paid and satisfied by Indemnitorcompromise).

Claims for Indemnity. Whenever a claim for Damages shall arise for which one party the (the “IndemniteeIndemnified Party”) shall be entitled to indemnification hereunder, Indemnitee the Indemnified Party shall notify the other party(sparty hereto (the “Indemnifying Party”) (“Indemnitor”in cases where the Indemnifying Party is the Equity Recipients, by notice to the Stockholders’ Representatives, with a copy to the Escrow Agent) in writing (an “Indemnification Notice”) describing the claim and the basis therefor; provided, however, that the failure to provide an Indemnification Notice shall not affect the right of the Indemnified Party to indemnification hereunder except to the extent that such failure prejudices the ability of the Indemnifying Party to defend any claim. The right of the Indemnified Party to indemnification, as set forth in the Indemnification Notice, shall be deemed agreed to by the Indemnifying Party unless, within thirty (30) days after the mailing of such notice, the Indemnifying Party shall notify the Indemnified Party (and the Escrow Agent if the Indemnifying Party is the Equity Recipients) in writing (an “Objection Notice”) that it disputes the right of the first receipt of notice of such claim, and in any event within such shorter period as may be necessary for Indemnitor Indemnified Party to take appropriate action to resist such claim; provided that the failure to give notice as herein provided shall not relieve Indemnitor of its obligation to indemnify Indemnitee except to the extent that Indemnitor shall have been prejudiced in its ability to defend such claim. Notwithstanding anything in this Agreement to the contrary, written notice of any Indemnitee’s claim for indemnification for breach of representations and warranties must be given within the survival period for such representations and warranties set forth in Section 9.1, and any indemnity claim for breaches of representations and warranties which has not been noticed in writing by such date shall be time-barred, irrespective of whether such claim was known or unknown by such date to the party seeking indemnification. Each notice shall specify all facts known to Indemnitee giving rise to such indemnity rights and shall estimate If the amount of the liability arising therefrom. If Indemnitee is duly notified of a disputeIndemnified Party receives an Objection Notice, the parties Parties shall attempt to settle and compromise the same. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute within 30 days following the Indemnified Party’s receipt of the Objection Notice from the Indemnifying Party, then either the Indemnified Party or if unable the Indemnifying Party may, by written notice to do so the other, demand arbitration of the matter unless the amount of the Damages is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both the Indemnified Party and Indemnifying Party agree to arbitration; and in such event the matter shall be settled by arbitration conducted by a single arbitrator. The Indemnified Party and Indemnifying Party shall jointly select an arbitrator within thirty (30) 30 days (or such longer period as they may agree) of Indemnitor’s after the delivery of such written notice of to arbitrate. If the Indemnified Party and Indemnifying Party fail to agree upon an arbitrator within such 30 days, the parties shall each select one arbitrator, and the two arbitrators so selected shall select a dispute, either party may seek judicial resolution third arbitrator. The decision of the dispute. Any rights arbitrator so selected as to the validity and amount of indemnification established by reason of such settlementany claim for Damages shall be binding and conclusive upon the parties to this Agreement, compromise or arbitration and the arbitrator shall promptly thereafter be paid and satisfied by Indemnitordeliver a copy of its written decision to the Escrow Agent following such decision.

Claims for Indemnity. (a) Whenever a claim for Damages shall arise for which one party (“Indemnitee”) shall be entitled to indemnification hereunder, Indemnitee shall notify the other party(s) party or parties (each, an “Indemnitor”) in writing within thirty (30) days of the first receipt of notice of such claim, and in any event within such shorter period as may be necessary for Indemnitor to take appropriate action to resist such claim; provided that the failure to give notice as herein provided shall not relieve Indemnitor of its obligation to indemnify Indemnitee except to the extent that Indemnitor shall have been materially prejudiced in its ability to defend such claim. Notwithstanding anything in this Agreement to the contrary, written notice of any Indemnitee’s claim for indemnification for breach of representations and warranties must be given within the survival period for such representations and warranties set forth in Section 9.1, and any indemnity claim for breaches of representations and warranties which has not been noticed in writing by such date shall be time-barred, irrespective of whether such claim was known or unknown by such date to the party seeking indemnification. Each Such notice shall specify all material facts known to Indemnitee giving rise to such indemnity rights and shall estimate the amount of the liability arising therefrom. If The right of Indemnitee is duly notified of a disputeto indemnification and the estimated amount thereof, the parties as set forth in this notice, shall attempt be deemed agreed to settle and compromise the sameby Indemnitor unless, or if unable to do so within thirty (30) days (or such longer period as they may agree) of Indemnitor’s delivery of notice of a dispute, either party may seek judicial resolution of after the dispute. Any rights of indemnification established by reason mailing of such settlementnotice, compromise Indemnitor shall notify Indemnitee in writing that it disputes the right of Indemnitee to indemnification, or arbitration shall promptly thereafter be paid and satisfied by Indemnitorthat Indemnitor elects to defend such claim in the manner provided in Section 9.4(b) below.

Claims for Indemnity. (a) Whenever a claim for Damages shall arise for which one party (“"Indemnitee”") shall be entitled to indemnification hereunder, Indemnitee shall notify the other party(s) party or parties (“each, an "Indemnitor”") in writing within thirty (30) days of the first receipt of notice of such claim, and in any event within such shorter period as may be necessary for Indemnitor to take appropriate action to resist such claim; provided that the failure to give notice as herein provided shall not relieve Indemnitor of its obligation to indemnify Indemnitee except to the extent that Indemnitor shall have been materially prejudiced in its ability to defend such claim. Notwithstanding anything in this Agreement to the contrary, written notice of any Indemnitee’s claim for indemnification for breach of representations and warranties must be given within the survival period for such representations and warranties set forth in Section 9.1, and any indemnity claim for breaches of representations and warranties which has not been noticed in writing by such date shall be time-barred, irrespective of whether such claim was known or unknown by such date to the party seeking indemnification. Each Such notice shall specify all material facts known to Indemnitee giving rise to such indemnity rights and shall estimate the amount of the liability arising therefrom. If The right of Indemnitee is duly notified of a disputeto indemnification and the estimated amount thereof, the parties as set forth in this notice, shall attempt be deemed agreed to settle and compromise the sameby Indemnitor unless, or if unable to do so within thirty (30) days (or such longer period as they may agree) of Indemnitor’s delivery of notice of a dispute, either party may seek judicial resolution of after the dispute. Any rights of indemnification established by reason mailing of such settlementnotice, compromise Indemnitor shall notify Indemnitee in writing that it disputes the right of Indemnitee to indemnification, or arbitration shall promptly thereafter be paid and satisfied by Indemnitorthat Indemnitor elects to defend such claim in the manner provided in Section 8.4(b).

Claims for Indemnity. (a) Whenever a claim for Damages shall arise for which one party (“"Indemnitee”") shall be entitled to indemnification hereunder, Indemnitee shall notify the other party(s) party (“"Indemnitor”") in writing within thirty (30) days of the first receipt of notice of such claim, and in any event within such shorter period as may be necessary for Indemnitor to take appropriate action to resist such claim; provided that the failure to give notice as herein provided shall not relieve Indemnitor of its obligation to indemnify Indemnitee except to the extent that Indemnitor shall have been materially prejudiced in its ability to defend such claim. Notwithstanding anything in this Agreement to the contrary, written notice of any Indemnitee’s claim for indemnification for breach of representations and warranties must be given within the survival period for such representations and warranties set forth in Section 9.1, and any indemnity claim for breaches of representations and warranties which has not been noticed in writing by such date shall be time-barred, irrespective of whether such claim was known or unknown by such date to the party seeking indemnification. Each Such notice shall specify all facts known to Indemnitee giving rise to such indemnity rights and shall estimate the amount of the liability arising therefrom. The right of Indemnitee to indemnification and the estimated amount thereof, as set forth in this notice, shall be deemed agreed to by Indemnitor unless, within thirty (30) days after the mailing of such notice, Indemnitor shall notify Indemnitee in writing that it disputes the right of Indemnitee to indemnification, or that Indemnitor elects to defend such claim in the manner provided in Section 10.3(b). If Indemnitee is shall be duly notified of a such dispute, the parties shall attempt to settle and compromise the same, or if unable to do so within thirty twenty (3020) days (or such longer period as they may agree) of Indemnitor’s 's delivery of notice of a dispute, either party may seek judicial resolution of the dispute. Any such dispute shall be settled by binding arbitration as provided in Section 11.4, and any rights of indemnification established by reason of such settlement, compromise or arbitration shall promptly thereafter be paid and satisfied by Indemnitor.

Claims for Indemnity. Whenever a claim for Damages shall arise for which one party (“"Indemnitee”") shall be entitled to indemnification hereunder, Indemnitee shall notify the other party(s) party (“"Indemnitor”") in writing within thirty (30) 30 days of the first receipt of notice of such claim, and in any event within such shorter period as may be necessary for Indemnitor to take appropriate action to resist such claim; provided that the failure to give notice as herein provided shall not relieve Indemnitor of its obligation to indemnify Indemnitee except to the extent that Indemnitor shall have been prejudiced in its ability to defend such claim. Notwithstanding anything in this Agreement to the contrary, written notice of any Indemnitee’s claim for indemnification for breach of representations and warranties must be given within the survival period for such representations and warranties set forth in Section 9.1, and any indemnity claim for breaches of representations and warranties which has not been noticed in writing by such date shall be time-barred, irrespective of whether such claim was known or unknown by such date to the party seeking indemnification. Each Such notice shall specify all facts known to Indemnitee giving rise to such indemnity rights and shall estimate the amount of the liability arising therefrom. The right of Indemnitee to indemnification and the estimated amount thereof, as set forth in this notice, shall be deemed agreed to by Indemnitor unless, within 30 days after the mailing of such notice, Indemnitor shall notify Indemnitee in writing that it disputes the right of Indemnitee to indemnification, or that Indemnitor elects to defend such claim in the manner provided in Section 5.03(d) below. If Indemnitee is shall be duly notified of a such dispute, the parties shall attempt to settle and compromise the same, or if unable to do so within thirty (30) 20 days (or such longer period as they may agree) of Indemnitor’s 's delivery of notice of a dispute, either party may seek judicial resolution such dispute shall be settled by binding arbitration before a single arbitrator in the City and County of Denver, State of Colorado, in proceedings conducted by the dispute. Any American Arbitration Association and pursuant to such organization's rules for commercial disputes, and any rights of indemnification established by reason of such settlement, compromise or arbitration shall promptly thereafter be paid and satisfied by Indemnitor.

Claims for Indemnity. Whenever a claim for Damages shall arise for which one party (“Indemnitee”"Indemnified Party") shall be entitled to indemnification hereunderunder this Article VI, Indemnitee the Indemnified Party shall notify the other party(s) party (“Indemnitor”"Indemnifying Party") in writing within thirty ten (3010) days of the first receipt of notice of such claim, and in any event event, if practicable, within such shorter period as may be necessary for Indemnitor the Indemnifying Party to take appropriate action to resist respond to such claim; provided provided, however, that the failure of the Indemnified Party to give provide notice as herein provided stated above shall not relieve Indemnitor be prejudicial to the rights of its obligation to indemnify Indemnitee except the Indemnified Party hereunder only to the extent that Indemnitor shall have been prejudiced in its ability to defend such claim. Notwithstanding anything in this Agreement it is prejudicial to the contrary, written notice of any Indemnitee’s claim for indemnification for breach of representations and warranties must be given within the survival period for such representations and warranties set forth in Section 9.1, and any indemnity claim for breaches of representations and warranties which has not been noticed in writing by such date shall be time-barred, irrespective of whether such claim was known or unknown by such date to the party seeking indemnificationIndemnifying Party. Each Such notice shall specify all facts known to Indemnitee the Indemnified Party giving rise to such indemnity rights and shall estimate the amount of the liability arising therefrom. If Indemnitee is duly notified The right of a disputethe Indemnified Party to indemnification as set forth in such notice shall be deemed agreed to by the Indemnifying Party unless, within twenty (20) days after the mailing of such notice (or, if practicable, within such shorter period as may be necessary for the Indemnified Party to take appropriate action to respond to such claim), the parties Indemnifying Party shall notify the Indemnified Party in writing that it disputes the right of the Indemnified Party to indemnification, or that the Indemnifying Party elects to defend such claim in the manner provided in Section 6.3(b). If the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party disputes its obligation to indemnify the Indemnified Party, the Indemnifying Party and the Indemnified Party shall attempt to settle and compromise the samesuch dispute, or if unable to do so within thirty (30) days (or such longer period as they may agree) of Indemnitor’s the Indemnifying Party's delivery of notice of a disputedispute (or, either party if practicable, within such shorter period as may seek judicial resolution of be necessary for the dispute. Any rights of indemnification established Indemnified Party to take appropriate action to respond to such claim), such dispute shall be settled by reason of such settlement, compromise or binding arbitration shall promptly thereafter be paid and satisfied by Indemnitorin accordance with Section 11.9.

Claims for Indemnity. Whenever a claim for Damages shall arise The Indemnifying Party shall, within 10 business days of its receipt of written notice from the Indemnified Party setting forth in reasonable detail the amount of Losses for which one party the Indemnified Party is entitled to indemnification under this Article 9 (“Indemnitee”such amount being hereinafter referred to as the "INDEMNIFIABLE LOSS") examine in good faith the Indemnified Party's written notice and, if it deems appropriate, send a written notice to the Indemnified Party disputing all or part of the amount Indemnifiable Losses claimed by the Indemnified Party in such notice (a "CONTESTED AMOUNT"). If the Indemnifying Party does not dispute the amount of Indemnifiable Losses within such 10 business day period, the Indemnified Party shall be entitled to indemnification hereunder, Indemnitee shall notify the other party(s) (“Indemnitor”) in writing within thirty (30) days of the first receipt of notice full and prompt payment of such claim, amount of Indemnifiable Losses and in any such event within shall have the right to off-set such shorter period as may be necessary for Indemnitor to take appropriate action to resist such claim; provided that amounts from the failure to give notice as herein provided shall not relieve Indemnitor of its obligation to indemnify Indemnitee except Notes. If the Indemnifying Party submits to the extent that Indemnitor shall have been prejudiced in its ability to defend such claim. Notwithstanding anything in this Agreement to the contrary, Indemnified Party a written notice of any Indemnitee’s claim for indemnification for breach of representations and warranties must be given within the survival period for such representations and warranties set forth in Section 9.1, and any indemnity claim for breaches of representations and warranties which has not been noticed in writing by such date shall be time-barred, irrespective of whether such claim was known or unknown by such date to the party seeking indemnification. Each notice shall specify all facts known to Indemnitee giving rise to such indemnity rights and shall estimate the amount dispute of the liability arising therefromContested Amount, the Indemnified Party and the Indemnifying Party shall negotiate in good faith to resolve such dispute for a period of two (2) weeks. If Indemnitee is duly notified of a the parties are unable to resolve their dispute, the parties Indemnified Party shall attempt be entitled to settle prompt payment of any un-Contested Amount and compromise shall be entitled to payment of any Contested Amount, if any, on the samedate that a court of competent jurisdiction shall enter a final judgment, order or decree related to such Contested Amount. For purposes hereof, the Indemnifiable Loss shall include the amounts so paid, or if unable determined to do so within thirty be owing, by the Indemnified Party together with costs and reasonable attorneys' fees and interest on the foregoing items at the annual rate of ten percent (3010%) days (or such longer period as they may agree) of Indemnitor’s delivery from the date of notice of a disputethat the Indemnifiable Loss is due from the Indemnifying Party to the Indemnified Party as provided above, either party may seek judicial resolution of until the disputeIndemnifiable Loss shall be paid. Any rights of indemnification established by reason of If such settlementIndemnified Party does not prevail in its enforcement action hereunder, compromise or arbitration it shall promptly thereafter be paid and satisfied by Indemnitorreimburse the Indemnifying Party's reasonable costs in such action.

Claims for Indemnity. Whenever a claim for Damages shall arise for which one party (“Indemnitee”the "Indemnified Party") shall be entitled to indemnification hereunder, Indemnitee the Indemnified Party shall notify the other party(s) party hereto (“Indemnitor”the "Indemnifying Party") in writing within thirty (30) 30 days of the first receipt of notice of such claim, and in any event within such shorter period as may be necessary for Indemnitor the Indemnifying Party to take appropriate action to resist such claim; provided that the failure to give notice as herein provided shall not relieve Indemnitor of its obligation to indemnify Indemnitee except to the extent that Indemnitor shall have been prejudiced in its ability to defend such claim. Notwithstanding anything in this Agreement to the contrary, written notice of any Indemnitee’s claim for indemnification for breach of representations and warranties must be given within the survival period for such representations and warranties set forth in Section 9.1, and any indemnity claim for breaches of representations and warranties which has not been noticed in writing by such date shall be time-barred, irrespective of whether such claim was known or unknown by such date to the party seeking indemnification. Each Such notice shall specify all facts known to Indemnitee the Indemnified Party giving rise to such indemnity rights and shall estimate the amount of the liability arising therefrom. The right of the Indemnified Party to indemnification and the estimated amount thereof, as set forth in this notice, shall be deemed agreed to by the Indemnifying Party unless, within 30 days after the mailing of such notice, the Indemnifying Party shall notify the Indemnified Party in writing that it disputes the right of the Indemnified Party to indemnification. If Indemnitee is the Indemnified Party shall be duly notified of a such dispute, the parties shall attempt to settle and compromise the same, or if unable to do so within thirty (30) 20 days (or such longer period as they may agree) of Indemnitor’s the Indemnifying Party's delivery of notice of a dispute, either party may seek judicial resolution such dispute shall be settled by binding arbitration before a single arbitrator in the County of Hamixxxx, Xxate of Ohio, in proceedings conducted by the dispute. Any American Arbitration Association and pursuant to such organization's rules for commercial disputes, and any rights of indemnification established by reason of such settlement, compromise or arbitration shall promptly thereafter be paid and satisfied by Indemnitorthe Indemnifying Party.

Claims for Indemnity. Whenever a claim for Damages shall arise for which one party (“Indemnitee”) an Indemnified Party shall be entitled to indemnification hereunderhereunder other than a third party claim addressed by Section 10.2(d), Indemnitee such Indemnified Party shall notify the other party(s) (“Indemnitor”) Indemnifying Party in writing within thirty (30) days of the first receipt of notice of such claim, and in any event within such shorter period as may be necessary for Indemnitor the Indemnifying Party to take appropriate action to resist such claim; provided that the failure to give notice as herein provided shall not relieve Indemnitor of its obligation to indemnify Indemnitee except to the extent that Indemnitor shall have been prejudiced in its ability to defend such claim. Notwithstanding anything in this Agreement to the contrary, written notice of any Indemnitee’s claim for indemnification for breach of representations and warranties must be given within the survival period for such representations and warranties set forth in Section 9.1, and any indemnity claim for breaches of representations and warranties which has not been noticed in writing by such date shall be time-barred, irrespective of whether such claim was known or unknown by such date to the party seeking indemnification. Each Such notice shall specify all in reasonable detail the facts and circumstances known to Indemnitee giving rise the Indemnified Party regarding the claim and shall explain in reasonable detail the basis on which the Indemnified Party claims a right to such indemnity rights indemnity, including citation to relevant sections of Agreement for Exchange of Stock KonaTel and Apeiron this Agreement, and, if estimable, shall estimate the amount of the liability arising therefrom. The failure to provide such notice shall not result in a waiver of any right to indemnification hereunder except to the extent, and only to the extent, the Indemnifying Party is able to demonstrate it was prejudiced by such failure. If Indemnitee is the Indemnifying Party shall be duly notified of a disputesuch indemnity claim, the parties shall attempt to settle and compromise the same, or if unable to do so within thirty (30) days (or such longer period as they may agree) of Indemnitorthe Indemnified Party’s delivery of notice of a disputeindemnity claim, either party the parties may seek judicial resolution of the disputepursue such legal proceedings as may be lawfully available to them. Any rights of indemnification established by reason of such settlement, compromise settlement or arbitration proceedings shall promptly thereafter be paid and satisfied by Indemnitorthe Indemnifying Party promptly after such date that the indemnified amount is finally determined.

Claims for Indemnity. Whenever a claim for Damages shall -------------------- arise for which one party (“"Indemnitee”") shall be entitled to indemnification ---------- hereunder, Indemnitee shall notify the other party(s) party hereto (“"Indemnitor”") in ---------- writing within thirty (30) 30 days of the first receipt of notice of such claim, and in any event within such shorter period as may be necessary for Indemnitor to take appropriate action to resist such claim; provided that the failure to give notice as herein provided shall not relieve Indemnitor of its obligation to indemnify Indemnitee except to the extent that Indemnitor shall have been prejudiced in its ability to defend such claim. Notwithstanding anything in this Agreement to the contrary, written notice of any Indemnitee’s claim for indemnification for breach of representations and warranties must be given within the survival period for such representations and warranties set forth in Section 9.1, and any indemnity claim for breaches of representations and warranties which has not been noticed in writing by such date shall be time-barred, irrespective of whether such claim was known or unknown by such date to the party seeking indemnification. Each Such notice shall specify all facts known to Indemnitee giving rise to such indemnity rights and rights. The right of Indemnitee to indemnification, as set forth in this notice, shall estimate be deemed agreed to by Indemnitor unless, within 30 days after the amount mailing of such notice, Indemnitor shall notify Indemnitee in writing that it disputes the liability arising therefromright of Indemnitee to indemnification. If Indemnitee is shall be duly notified of a such dispute, the parties shall attempt to settle and compromise the same, or if unable to do so within thirty (30) 20 days (or such longer period as they may agree) of Indemnitor’s 's delivery of notice of a dispute, either party may seek judicial resolution of such dispute shall be settled by binding arbitration before a single arbitrator, in proceedings conducted by the dispute. Any AAA and pursuant to such organization's rules for commercial disputes, and any rights of indemnification established by reason of such settlement, compromise or arbitration shall promptly thereafter be paid and satisfied by Indemnitor. Unless otherwise agreed by the parties, arbitration will be held in Los Angeles, California.

Claims for Indemnity. Whenever a claim for Damages shall arise -------------------- for which one party (“"Indemnitee”") shall be entitled to indemnification ---------- hereunder, Indemnitee shall notify the other party(s) party (“"Indemnitor”") in writing ---------- within thirty (30) 30 days of the first receipt of notice of such claim, and in any event within such shorter period as may be necessary for Indemnitor to take appropriate action to resist such claim; provided that the failure to give notice as herein provided shall not relieve Indemnitor of its obligation to indemnify Indemnitee except to the extent that Indemnitor shall have been prejudiced in its ability to defend such claim. Notwithstanding anything in this Agreement to the contrary, written notice of any Indemnitee’s claim for indemnification for breach of representations and warranties must be given within the survival period for such representations and warranties set forth in Section 9.1, and any indemnity claim for breaches of representations and warranties which has not been noticed in writing by such date shall be time-barred, irrespective of whether such claim was known or unknown by such date to the party seeking indemnification. Each Such notice shall specify all facts known to Indemnitee giving rise to such indemnity rights and shall estimate the amount of the liability arising therefrom. The right of Indemnitee to indemnification and the estimated amount thereof, as set forth in this notice, shall be deemed agreed to by Indemnitor unless, within 30 days after the mailing of such notice, Indemnitor shall notify Indemnitee in writing that it disputes the right of Indemnitee to indemnification, or that Indemnitor elects to defend such claim in the manner provided in Section 12.3(d), below. If Indemnitee is shall be duly notified of a such dispute, the parties shall attempt to settle and compromise the same, or if unable to do so within thirty (30) 20 days (or such longer period as they may agree) of Indemnitor’s 's delivery of notice of a dispute, either party may seek judicial resolution such dispute shall be settled by binding arbitration before a single arbitrator in the County of Dallas, State of Texas, in proceedings conducted by the dispute. Any American Arbitration Association and pursuant to such organization's rules for commercial disputes, and any rights of indemnification established by reason of such settlement, compromise or arbitration shall promptly thereafter be paid and satisfied by Indemnitor.

Claims for Indemnity. Whenever a claim for Damages shall arise for which one party (“"Indemnitee”") shall be entitled to indemnification hereunder, Indemnitee shall notify the other party(s) party (“"Indemnitor”") in writing within thirty (30) days of the first receipt of notice of such claim, and in any event within such shorter period as may be necessary for Indemnitor to take appropriate action to resist such claim; provided that the failure to give notice as herein provided shall not relieve Indemnitor of its obligation to indemnify Indemnitee except to the extent that Indemnitor shall have been prejudiced in its ability to defend such claim. Notwithstanding anything in this Agreement to the contrary, written notice of any Indemnitee’s claim for indemnification for breach of representations and warranties must be given within the survival period for such representations and warranties set forth in Section 9.1, and any indemnity claim for breaches of representations and warranties which has not been noticed in writing by such date shall be time-barred, irrespective of whether such claim was known or unknown by such date to the party seeking indemnification. Each Such notice shall specify all facts known to Indemnitee giving rise to such indemnity rights and shall estimate the amount of the liability arising therefrom. If Indemnitee is duly notified of a such dispute, the parties shall attempt to settle and compromise the same, or if unable to do so within thirty (30) days (or such longer period as they may agree) of Indemnitor’s 's delivery of notice of a dispute, either party may seek judicial resolution of such dispute shall be settled by binding arbitration in the disputemanner set forth in Section 13.4. Any rights of indemnification established by reason of such settlement, compromise or arbitration shall promptly thereafter be paid and satisfied by Indemnitor.

Claims for Indemnity. Whenever a claim for Damages shall arise for which one any party (“Indemnitee”) shall be entitled to indemnification hereunder, Indemnitee the indemnified party shall notify the other party(s) (“Indemnitor”) indemnifying party in writing within thirty (30) days of the indemnified party's first receipt of notice of of, or the indemnified party's knowledge of, such claim, and in any event within such shorter period as may be necessary for Indemnitor the indemnifying party or parties to take appropriate action to resist such claim; provided PROVIDED HOWEVER, that if notice is given after thirty (30) days and the failure to give late notice as herein provided does not in any way prejudice the rights of the other party hereto then this indemnity shall not relieve Indemnitor of its obligation to indemnify Indemnitee except to the extent that Indemnitor shall have been prejudiced in its ability to defend such claimnevertheless be enforceable. Notwithstanding anything in this Agreement to the contrary, written notice of any Indemnitee’s claim for indemnification for breach of representations and warranties must be given within the survival period for such representations and warranties set forth in Section 9.1, and any indemnity claim for breaches of representations and warranties which has not been noticed in writing by such date shall be time-barred, irrespective of whether such claim was known or unknown by such date to the party seeking indemnification. Each Such notice shall specify all facts known to Indemnitee the indemnified party giving rise to such indemnity rights and shall estimate (to extent reasonably possible) the amount of the liability arising therefrom. If Indemnitee is duly notified of a dispute, During the parties shall attempt to settle and compromise the same, or if unable to do so within thirty (30) days (or such longer day period as they may agree) from and after the giving of Indemnitor’s delivery of any notice of a disputeunder this Section 10.2, either party may seek judicial resolution the relevant parties shall in good faith attempt to settle and/or compromise the subject matter of the dispute. Any subject claim, and in the event that the relevant parties are unable to effect any such settlement or compromise within such thirty (30) day period, then such dispute (unless same relates to a third party claim) shall be promptly submitted by the relevant parties to arbitration held in Rhode Island in accordance with the rules of the Rhode Island American Arbitration Association then obtaining, the results of which shall be binding upon all relevant parties, and any rights of indemnification thereby established by reason of such settlement, compromise or arbitration shall promptly thereafter be paid and or satisfied by Indemnitorthe indemnifying parties in accordance with any pertinent provisions of this Agreement. To the extent required, judgment upon any arbitration award hereunder may be entered in any court having jurisdiction. In the event that any arbitration shall be required hereunder, the parties hereby agree that the same shall be conducted in good faith and with all reasonable diligence.

Claims for Indemnity. Whenever a claim for Damages The indemnified party shall arise for which one party (“Indemnitee”) shall be entitled endeavor to indemnification hereunder, Indemnitee shall notify the other party(s) (“Indemnitor”) indemnifying party in writing within thirty (30) business days of the indemnified party’s first receipt of notice of of, or the indemnified party’s obtaining actual knowledge of, such claim, and in any event within such shorter period as may be necessary for Indemnitor the indemnifying party or parties to take appropriate action to resist such claim; provided provided, however, that the failure to give notice notify or delay in notifying the Shareholder Representative or Buyer, as herein provided shall the case may be, will not relieve Indemnitor the indemnifying party of its obligation obligations pursuant to indemnify Indemnitee Section 9.1(a) or (b), except to the extent that Indemnitor shall have been prejudiced in its ability to defend such claim. Notwithstanding anything in this Agreement to the contrary, written notice of any Indemnitee’s claim for indemnification for breach of representations and warranties must be given within the survival period for such representations and warranties set forth in Section 9.1, and any indemnity claim for breaches of representations and warranties which has not been noticed in writing by such date shall be time-barred, irrespective of whether such claim was known or unknown by such date to the party seeking indemnificationis materially prejudiced as a result thereof. Each Such notice shall specify all facts known to Indemnitee the indemnified party giving rise to such indemnity rights and shall estimate (to the extent reasonably possible) the amount of the potential liability arising therefrom. If Indemnitee is the indemnifying party shall be duly notified of a such dispute, the parties shall attempt to settle and compromise the samesame or may submit the same to arbitration in accordance with Section 15.3 below or, or if unable or unwilling to do so within thirty (30) days (or such longer period as they may agree) of Indemnitor’s delivery of notice of a dispute, either party may seek judicial resolution any of the dispute. Any foregoing, such dispute shall be settled by appropriate litigation, and any rights of indemnification established by reason of such settlement, compromise compromise, arbitration or arbitration litigation shall promptly thereafter be paid and satisfied by Indemnitorthose indemnifying parties obligated to make indemnification hereunder. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.