Common use of Conditions of Indemnification Clause in Contracts

Conditions of Indemnification. (a) A party entitled to indemnification hereunder (the “Indemnified Party”) shall notify the party or parties liable for such indemnification (the “Indemnified Party”) in writing of any Claim or potential liability for Taxes (“Tax Claim”) which the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement. Such notice shall be given within a reasonable (taking into account the nature of the Claim or Tax Claim) period of time after the Indemnified Party has actual knowledge there­of. The Indemnifying Party shall satisfy its obligations under this Article 8 within forty days after receipt of subsequent written notice from the Indemni­fied Party if an amount is specified therein, or prompt­ly following receipt of subsequent written notice or notices specifying the amount of such Claim or Tax Claim additions thereto; provided, however, that for so long as the Indemnifying Party is in good faith defend­ing a Claim or Tax Claim pursuant to Section 8.3(b) hereof, its obligation to indemnify the Indemnified Party with respect thereto shall be suspended (other than with respect to any costs, expenses or other liabilities incurred by the Indemnified Party prior to the assumption of the defense by the Indemnifying Party). Failure to provide a notice of Claim or Tax Claim within the time period referred to above shall not constitute a defense to a Claim or Tax Claim or release the Indemnifying Party from any obligation hereunder to the extent that such failure does not prejudice the position of the Indemnifying Party.

Conditions of Indemnification. (a) A party entitled The Parties’ indemnification obligations under this Section 17 are subject to indemnification hereunder (the “Indemnified Party”) shall notify the party or parties liable for such Party seeking indemnification (i) notifying the “Indemnified Party”) other, indemnifying Party promptly in writing of any an Illumina Infringement Claim or potential liability for Taxes (“Tax Third Party Claim”) which the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement. Such notice shall be given within a reasonable (taking into account the nature of the Claim or Tax Claim) period of time after the Indemnified Party has actual knowledge there­of. The Indemnifying Party shall satisfy its obligations under this Article 8 within forty days after receipt of subsequent written notice from the Indemni­fied Party if an amount is specified therein, or prompt­ly following receipt of subsequent written notice or notices specifying the amount of such Claim or Tax Claim additions thereto; provided, however, that for so long as the Indemnifying Party is case may be, (provided that a delay in good faith defend­ing a Claim or Tax Claim pursuant to Section 8.3(b) hereof, its obligation to indemnify the Indemnified Party with respect thereto shall be suspended (other than with respect to any costs, expenses or other liabilities incurred by the Indemnified Party prior to the assumption of the defense by the Indemnifying Party). Failure to provide a notice of Claim or Tax Claim within the time period referred to above providing shall not constitute a defense to a Claim or Tax Claim or release relieve the Indemnifying other Party from any obligation hereunder of its indemnification obligations except to the extent that it is prejudiced by such failure does delay) (ii) giving indemnifying Party exclusive control and authority over the defense of such Claim, (iii) not prejudice the position admitting infringement of any Intellectual Property Right without prior written consent of the Indemnifying indemnifying Party, (iv) not entering into any settlement or compromise of any such action without the indemnifying Party’s prior written consent not to be unreasonably withheld, conditioned, or delayed, and (v) providing all reasonable assistance to the indemnifying Party that the indemnifying Party requests and ensuring that its officers, directors, representatives and employees and other indemnitees likewise provide assistance (provided that indemnifying Party reimburses the indemnified Party(ies) for its/their reasonable out-of-pocket expenses incurred in providing such assistance). An indemnifying Party will not enter into or otherwise consent to an adverse judgment or order, or make any admission as to liability or fault that would adversely affect the indemnified Party, or settle a dispute without the prior written consent of the indemnified Party, which consent not to be unreasonably withheld, conditioned, or delayed.

Conditions of Indemnification. (a) A party entitled to indemnification hereunder (the “"Indemnified Party”") shall notify the party or parties liable for such indemnification (the “"Indemnified Party”") in writing of any Claim or potential liability for Taxes (“"Tax Claim”") which the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement. Such notice shall be given within a reasonable (taking into account the nature of the Claim or Tax Claim) period of time after the Indemnified Party has actual knowledge there­ofthereof. The Indemnifying Party shall satisfy its obligations under this Article 8 7 within forty days after receipt of subsequent written notice from the Indemni­fied Indemnified Party if an amount is specified therein, or prompt­ly promptly following receipt of subsequent written notice or notices specifying the amount of such Claim or Tax Claim additions thereto; provided, however, that for so long as the Indemnifying Party is in good faith defend­ing defending a Claim or Tax Claim pursuant to Section 8.3(b7.3(b) hereof, its obligation to indemnify the Indemnified Party with respect thereto shall be suspended (other than with respect to any costs, expenses or other liabilities incurred by the Indemnified Party prior to the assumption of the defense by the Indemnifying Party). Failure to provide a notice of Claim or Tax Claim within the time period referred to above shall not constitute a defense to a Claim or Tax Claim or release the Indemnifying Party from any obligation hereunder to the extent that such failure does not prejudice the position of the Indemnifying Party.

Conditions of Indemnification. (ai) A The obligations and liabilities of Target Parent (in this Section 6.11 referred to as the "indemnifying party") to any other party entitled (in this Section 6.11 referred to indemnification hereunder (as the “Indemnified Party”"party to be indemnified") shall notify under Section 6.11(a) with respect to Damages resulting from the party assertion of liability or other claims by third parties liable for such indemnification (the “Indemnified Party”) in writing of any Claim or potential liability for Taxes (“Tax Claim”) which the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement. Such notice shall be given within a subject to the following terms and conditions: (A) With reasonable (taking into account the nature of the Claim or Tax Claim) period of time after the Indemnified Party has actual knowledge there­of. The Indemnifying Party shall satisfy its obligations under this Article 8 within forty days promptness after receipt of subsequent notice of any claim by a third party, the party to be indemnified shall give the indemnifying party written notice from the Indemni­fied Party if an amount is specified therein, or prompt­ly following receipt of subsequent written notice or notices specifying the amount thereof together with a copy of such Claim claim, process or Tax Claim additions theretoother legal pleading, and the indemnifying party shall have the right to undertake the defense thereof by representatives of its own choosing and at its own expense; provided, however, that the party to be indemnified may participate in the defense with counsel of its own choice and at its own expense. If the indemnifying party undertakes such defense, the indemnified party shall cooperate with the indemnifying party in such defense and make available to the indemnifying party, at such party's expense, all witnesses, pertinent records, materials and information in its possession or under its control relating thereto as is reasonably requested by the indemnifying party. -25- 30 (B) If the indemnifying party does not elect to defend against such claim, the party to be indemnified will (upon further notice to the indemnifying party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for so long as the Indemnifying Party account and risk of the indemnifying party and at the indemnifying party's expense, subject to the right of the indemnifying party, to assume the defense of such claims at any time prior to settlement, compromise or final determination thereof. (C) Anything in this Section 6.11 to the contrary notwithstanding, the indemnifying party shall not settle any claim without the consent of the party to be indemnified unless such settlement involves only the payment of money and the claimant provides to the party to be indemnified a release from all liability in respect of such claim. If the settlement of the claim involves more than the payment of money, the indemnifying party shall not settle the claim without the prior consent of the party to be indemnified, which consent shall not be unreasonably withheld. (ii) In the event that the party to be indemnified asserts the existence of Damages (but excluding Damages resulting from the assertion of liability or other claims by third parties), it shall give written notice to the indemnifying party. Such written notice shall state that it is being given pursuant to this Section 6.11, specify the nature and amount of the Damages asserted and indicate the date on which such assertion shall be deemed accepted and the amount of the Damages deemed valid Damages (such date to be established in accordance with the next sentence). If the indemnifying party, within sixty days after the mailing of notice by the party to be indemnified shall not given written notice to the party to be indemnified announcing its intention to contest such assertion of the party to be indemnified, such assertion shall be deemed accepted and the amount of Damages shall be deemed valid Damages. In the event, however, that the indemnifying party contests the assertion of Damages by giving such written notice to the party to be indemnified within said period, then if the parties hereto, acting in good faith defend­ing a Claim or Tax Claim pursuant to Section 8.3(b) hereoffaith, its obligation to indemnify the Indemnified Party with respect thereto shall be suspended (other than cannot reach agreement with respect to any costssuch Damages within thirty days after such notice, expenses or other liabilities incurred the contested assertion of Damages shall be resolved by a court having jurisdiction in the Indemnified Party prior to the assumption of the defense by the Indemnifying Partymatter. (c). Failure to provide a notice of Claim or Tax Claim within the time period referred to above shall not constitute a defense to a Claim or Tax Claim or release the Indemnifying Party from any obligation hereunder to the extent that such failure does not prejudice the position of the Indemnifying Party.

Conditions of Indemnification. (a) A party entitled to indemnification hereunder (the “"Indemnified Party”") shall notify the party or parties liable for such indemnification (the “Indemnified "Indemnifying Party”") in writing of any Claim or potential liability for Taxes (“"Tax Claim”") which the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement. Such notice shall be given within a reasonable (taking into account the nature of the Claim or Tax Claim) period of time after the Indemnified Party has actual knowledge there­ofthereof. The Indemnifying Party shall satisfy its obligations under this Article 8 11 within forty days after receipt of subsequent written notice from the Indemni­fied Indemnified Party if an amount is specified therein, or prompt­ly promptly following receipt of subsequent written notice or notices specifying the amount of such Claim or Tax Claim additions thereto; provided, however, that for so long as the Indemnifying Party is in good faith defend­ing defending a Claim or Tax Claim pursuant to Section 8.3(b) hereof, its obligation to indemnify the Indemnified Party with respect thereto shall be suspended (other than with respect to any costs, expenses or other liabilities incurred by the Indemnified Party prior to the assumption of the defense by the Indemnifying Party). Failure to provide a notice of Claim or Tax Claim within the time period referred to above shall not constitute a defense to a Claim or Tax Claim or release the Indemnifying Party from any obligation hereunder to the extent that such failure does not prejudice the position of the Indemnifying Party.

Conditions of Indemnification. (a) A party entitled to indemnification hereunder (the “"Indemnified Party”") shall notify the party or parties liable for such indemnification (the “"Indemnified Party”") in writing of any Claim or potential liability for Taxes (“"Tax Claim”") which the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement. Such notice shall be given within a reasonable (taking into account the nature of the Claim or Tax Claim) period of time after the Indemnified Party has actual knowledge there­ofthereof. The Indemnifying Party shall satisfy its obligations under this Article 8 within forty days after receipt of subsequent written notice from the Indemni­fied Indemnified Party if an amount is specified therein, or prompt­ly promptly following receipt of subsequent written notice or notices specifying the amount of such Claim or Tax Claim additions thereto; provided, however, that for so long as the Indemnifying Party is in good faith defend­ing defending a Claim or Tax Claim pursuant to Section 8.3(b) hereof, its obligation to indemnify the Indemnified Party with respect thereto shall be suspended (other than with respect to any costs, expenses or other liabilities incurred by the Indemnified Party prior to the assumption of the defense by the Indemnifying Party). Failure to provide a notice of Claim or Tax Claim within the time period referred to above shall not constitute a defense to a Claim or Tax Claim or release the Indemnifying Party from any obligation hereunder to the extent that such failure does not prejudice the position of the Indemnifying Party.

Conditions of Indemnification. In the event any indemnified party has a reasonable good faith basis for asserting a Claim for Damages, such party shall give prompt written notice to the other parties hereto, briefly setting forth the basis of the Claim and the amount thereof (a) A party entitled to indemnification hereunder (or, if not then determinable, a reasonable good faith estimate of the “Indemnified Party”) shall notify the party or parties liable for such indemnification (the “Indemnified Party”amount thereof) in writing reasonable detail. The indemnifying party shall have the right to undertake the defense of any Claim or potential liability for Taxes (“Tax Claim”) which by representatives chosen by it. If the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement. Such notice shall be given indemnifying party, within a reasonable (taking into account the nature of the Claim or Tax Claim) period of time after notice of any such Claim, fails to defend the Indemnified Party indemnified party against which such Claim has actual knowledge there­of. The Indemnifying Party been asserted, the indemnified party shall satisfy its obligations under this Article 8 within forty days after receipt of subsequent written (upon further notice from to the Indemni­fied Party if an amount is specified thereinindemnifying party) have the right to undertake the defense, compromise or prompt­ly following receipt of subsequent written notice or notices specifying the amount settlement of such Claim on behalf of and for the account and risk of the indemnifying party subject to the right of the indemnifying party to assume the defense of such Claim at any time prior to settlement, compromise or Tax Claim additions thereto; providedfinal determination thereof. If, howeverin the opinion of the indemnified party’s legal counsel, that for so long as the Indemnifying Party is in good faith defend­ing a Claim or Tax Claim pursuant to Section 8.3(b) hereof, its obligation to indemnify the Indemnified Party with respect thereto shall be suspended (other than conflict of interest with respect to any costsClaim exists between the indemnified party against which a Claim has been asserted and the indemnifying party, then such indemnified party shall have the right to retain its own counsel with respect to such Claim; provided that the reasonable fees and expenses or other liabilities incurred by of such counsel shall be at the Indemnified Party prior to the assumption expense of the defense by the Indemnifying Party). Failure to provide a notice of Claim or Tax Claim within the time period referred to above shall not constitute a defense to a Claim or Tax Claim or release the Indemnifying Party from any obligation hereunder to the extent that such failure does not prejudice the position of the Indemnifying Partyindemnifying party.

Conditions of Indemnification. (a) A party entitled to indemnification hereunder (the “"Indemnified Party”") shall notify the party or parties liable for such indemnification (the “Indemnified "Indemnifying Party”") in writing of any Claim or potential liability for Taxes (“"Tax Claim”") which the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement. Such notice shall be given within a reasonable (taking into account the nature of the Claim or Tax Claim) period of time after the Indemnified Party has actual knowledge there­ofthereof. The Indemnifying Party shall satisfy its obligations under this Article 8 within forty days after receipt of subsequent written notice from the Indemni­fied Indemnified Party if an amount is specified therein, or prompt­ly promptly following receipt of subsequent written notice or notices specifying the amount of such Claim or Tax Claim additions thereto; provided, however, that for so long as the Indemnifying Party is in good faith defend­ing defending a Claim or Tax Claim pursuant to Section 8.3(b) hereof, its obligation to indemnify the Indemnified Party with respect thereto shall be suspended (other than with respect to any costs, expenses or other liabilities incurred by the Indemnified Party prior to the assumption of the defense by the Indemnifying Party). Failure to provide a notice of Claim or Tax Claim within the time period referred to above shall not constitute a defense to a Claim or Tax Claim or release the Indemnifying Party from any obligation hereunder to the extent that such failure does not prejudice the position of the Indemnifying Party.

Conditions of Indemnification. (a) A party entitled to indemnification hereunder (the “Indemnified Party”) shall notify the party or parties liable for such indemnification (the “Indemnified Party”) in writing of any Claim or potential liability for Taxes (“Tax Claim”) which the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement. Such notice shall be given within a reasonable (taking into account the nature of the Claim or Tax Claim) period of time after the Indemnified Party has actual knowledge there­ofthereof. The Indemnifying Party shall satisfy its obligations under this Article 8 within forty days after receipt of subsequent written notice from the Indemni­fied Indemnified Party if an amount is specified therein, or prompt­ly promptly following receipt of subsequent written notice or notices specifying the amount of such Claim or Tax Claim additions thereto; provided, however, that for so long as the Indemnifying Party is in good faith defend­ing defending a Claim or Tax Claim pursuant to Section 8.3(b) hereof, its obligation to indemnify the Indemnified Party with respect thereto shall be suspended (other than with respect to any costs, expenses or other liabilities incurred by the Indemnified Party prior to the assumption of the defense by the Indemnifying Party). Failure to provide a notice of Claim or Tax Claim within the time period referred to above shall not constitute a defense to a Claim or Tax Claim or release the Indemnifying Party from any obligation hereunder to the extent that such failure does not prejudice the position of the Indemnifying Party.

Conditions of Indemnification. The obligations and liabilities of Parent, on the one hand, and the BBT Shareholders, on the other hand, as indemnifying parties (aeach, an "INDEMNIFYING PARTY") A to indemnify the BBT Shareholders or Parent, as applicable (each, an "INDEMNIFIED PARTY"), under SECTION 6.2 with respect to Claims made by third parties shall be subject to the following terms and conditions: The Indemnified Party shall give written notice to the Indemnifying Party of any Damages with respect to which it seeks indemnification promptly after the discovery by such party of any matters giving rise to such Claim for indemnification; PROVIDED, HOWEVER, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under SECTION 6.2 unless it shall have been prejudiced by the omission to provide such notice. In case any Claim is brought against an Indemnified Party, the Indemnifying Party shall be entitled to indemnification hereunder (participate in the “defense thereof and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnified Party”) shall notify , and after notice from the party or parties Indemnifying Party of its election so to assume the defense thereof, the Indemnifying Party will not be liable for such indemnification (the “Indemnified Party”) in writing of any Claim or potential liability for Taxes (“Tax Claim”) which to the Indemnified Party has determined has given under SECTION 6.2 for any legal or could give rise to a right of indemnification under this Agreement. Such notice shall be given within a reasonable (taking into account the nature of the Claim or Tax Claim) period of time after other expense subsequently incurred by the Indemnified Party has actual knowledge there­ofin connection with the defense thereof; PROVIDED, HOWEVER, that (i) if the Indemnifying Party shall elect not to assume the defense of such claim or action or (ii) if the Indemnified Party reasonably determines that there may be a conflict between the positions of the Indemnifying Party and the Indemnified Party in defending such Claim, then separate counsel shall be entitled to participate in and conduct such defense, and the Indemnifying Party shall be liable for any reasonable legal or other expenses incurred by the Indemnified Party in connection with such defense (but not more than one counsel). The Indemnifying Party shall satisfy not be liable for any settlement of any Claim effected without its obligations under this Article 8 within forty days after receipt of subsequent written notice from the Indemni­fied Party if an amount is specified thereinconsent, or prompt­ly following receipt of subsequent written notice or notices specifying the amount of such Claim or Tax Claim additions thereto; provided, however, that for so long as the which consent shall not be unreasonably withheld. The Indemnifying Party is in good faith defend­ing a shall not, without the Indemnified Party's prior written consent, which consent shall not be unreasonably withheld, settle or compromise any Claim or Tax Claim pursuant to Section 8.3(b) hereof, its obligation to indemnify which the Indemnified Party with is a party or consent to entry of any judgment in respect thereto shall thereof. The Indemnifying Party further agrees that it will not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof in any pending or threatened Claim in respect of which indemnification may be suspended sought hereunder (other than with respect to any costs, expenses whether or other liabilities incurred by not the Indemnified Party prior is an actual or potential party to the assumption such Claim) unless such settlement or compromise includes an unconditional release of the defense by the Indemnifying Party). Failure to provide a notice of Claim or Tax Claim within the time period referred to above shall not constitute a defense to a Claim or Tax Claim or release the Indemnifying Indemnified Party from any obligation hereunder to the extent that all liability arising out of such failure does not prejudice the position of the Indemnifying PartyClaim.

Conditions of Indemnification. (a) A party entitled to indemnification hereunder (the “"Indemnified Party”") shall notify the party or parties liable for such indemnification (the “"Indemnified Party”") in writing of any Claim or potential liability for Taxes (“"Tax Claim”") which the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement. Such notice shall be given within a reasonable (taking into account the nature of the Claim or Tax Claim) period of time after the Indemnified Party has actual knowledge there­ofthereof. The Indemnifying Party shall satisfy its obligations under this Article 8 within forty days after receipt of subsequent written notice from the Indemni­fied Indemnified Party if an amount is specified therein, or prompt­ly promptly following receipt of subsequent written notice or notices specifying the amount of such Claim or Tax Claim additions thereto; provided, however, that for so long as the Indemnifying Party is in good faith defend­ing defending a Claim or Tax Claim pursuant to Section 8.3(b9.3(b) hereof, its obligation to indemnify the Indemnified Party with respect thereto shall be suspended (other than with respect to any costs, expenses or other liabilities incurred by the Indemnified Party prior to the assumption of the defense by the Indemnifying Party). Failure to provide a notice of Claim or Tax Claim within the time period referred to above shall not constitute a defense to a Claim or Tax Claim or release the Indemnifying Party from any obligation hereunder to the extent that such failure does not prejudice the position of the Indemnifying Party.

Conditions of Indemnification. (a) A party entitled to indemnification hereunder (the “"Indemnified Party”") shall notify the party or parties liable for such indemnification (the “Indemnified "Indemnifying Party”") in writing of any Claim or potential liability for Taxes (“Tax Claim”) which the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement. Such notice shall be given within a reasonable (taking into account the nature of the Claim or Tax Claim) period of time after the Indemnified Party has actual knowledge there­ofthereof. The Indemnifying Party shall satisfy its obligations under this Article 8 X within forty twenty days after receipt of subsequent written notice from the Indemni­fied Indemnified Party if an amount is specified therein, or prompt­ly promptly following receipt of subsequent written notice or notices specifying the amount of such Claim or Tax Claim additions thereto; provided, however, that for so long as the Indemnifying Party is in good faith defend­ing defending a Claim or Tax Claim pursuant to Section 8.3(b10.2(b) hereof, its obligation to indemnify the Indemnified Party with respect thereto shall be suspended (other than with respect to any costs, expenses or other liabilities incurred by the Indemnified Party prior to the assumption of the defense by the Indemnifying Party). Failure to provide a notice of Claim or Tax Claim within the time period referred to above shall not constitute a defense to a Claim or Tax Claim or release the Indemnifying Party from any obligation hereunder to the extent that such failure does not prejudice the position of the Indemnifying Party.

Conditions of Indemnification. (a) A party entitled to indemnification hereunder (the “Indemnified Party”) shall notify the party or parties liable for such indemnification (the “Indemnified Indemnifying Party”) in writing of any Claim or potential liability for Taxes (“Tax Claim”) which the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement. Such notice shall be given within a reasonable (taking into account the nature of the Claim or Tax Claim) period of time after the Indemnified Party has actual knowledge there­ofthereof. The Indemnifying Party shall satisfy its obligations under this Article 8 11 within forty days after receipt of subsequent written notice from the Indemni­fied Indemnified Party if an amount is specified therein, or prompt­ly promptly following receipt of subsequent written notice or notices specifying the amount of such Claim or Tax Claim additions thereto; provided, however, that for so long as the Indemnifying Party is in good faith defend­ing defending a Claim or Tax Claim pursuant to Section 8.3(b) hereof, its obligation to indemnify the Indemnified Party with respect thereto shall be suspended (other than with respect to any costs, expenses or other liabilities incurred by the Indemnified Party prior to the assumption of the defense by the Indemnifying Party). Failure to provide a notice of Claim or Tax Claim within the time period referred to above shall not constitute a defense to a Claim or Tax Claim or release the Indemnifying Party from any obligation hereunder to the extent that such failure does not prejudice the position of the Indemnifying Party.

Conditions of Indemnification. (a) A party entitled to indemnification hereunder (the “"Indemnified Party”") shall notify the party or parties liable for such indemnification (the “"Indemnified Party”") in writing of any Claim or potential liability for Taxes (“Tax Claim”) which the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement. Such notice shall be given within a reasonable (taking into account the nature of the Claim or Tax Claim) period of time after the Indemnified Party has actual knowledge there­ofthereof. The Indemnifying Party shall satisfy its obligations under this Article 8 7 within forty days after receipt of subsequent written notice from the Indemni­fied Indemnified Party if an amount is specified therein, or prompt­ly promptly following receipt of subsequent written notice or notices specifying the amount of such Claim or Tax Claim additions thereto; provided, however, that for so long as the Indemnifying Party is in good faith defend­ing defending a Claim or Tax Claim pursuant to Section 8.3(b7.3(b) hereof, its obligation to indemnify the Indemnified Party with respect thereto shall be suspended (other than with respect to any costs, expenses or other liabilities incurred by the Indemnified Party prior to the assumption of the defense by the Indemnifying Party). Failure to provide a notice of Claim or Tax Claim within the time period referred to above shall not constitute a defense to a Claim or Tax Claim or release the Indemnifying Party from any obligation hereunder to the extent that such failure does not prejudice the position of the Indemnifying Party.

Conditions of Indemnification. (a) A party entitled to indemnification hereunder (the “Indemnified Party”) shall notify the party or parties liable for such indemnification (the “Indemnified Indemnifying Party”) in writing of any Claim or potential liability for Taxes (“Tax Claim”) which the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement. Such notice shall be given within a reasonable (taking into account the nature of the Claim or Tax Claim) period of time after the Indemnified Party has actual knowledge there­of. The Indemnifying Party shall satisfy its obligations under this Article 8 11 within forty days after receipt of subsequent written notice from the Indemni­fied Party if an amount is specified therein, or prompt­ly following receipt of subsequent written notice or notices specifying the amount of such Claim or Tax Claim additions thereto; provided, however, that for so long as the Indemnifying Party is in good faith defend­ing a Claim or Tax Claim pursuant to Section 8.3(b) hereof, its obligation to indemnify the Indemnified Party with respect thereto shall be suspended (other than with respect to any costs, expenses or other liabilities incurred by the Indemnified Party prior to the assumption of the defense by the Indemnifying Party). Failure to provide a notice of Claim or Tax Claim within the time period referred to above shall not constitute a defense to a Claim or Tax Claim or release the Indemnifying Party from any obligation hereunder to the extent that such failure does not prejudice the position of the Indemnifying Party.

Conditions of Indemnification. (a) A party entitled to indemnification hereunder (the “"Indemnified Party”") shall will notify the party or parties liable for such indemnification (the “Indemnified "Indemnifying Party”") in writing of any Claim or potential liability for Taxes (“"Tax Claim”") which the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement. Such notice shall will be given within a reasonable (taking into account the nature of the Claim or Tax Claim) period of time after the Indemnified Party has actual knowledge there­ofKnowledge thereof. The Indemnifying Party shall will satisfy its obligations under this Article 8 within forty days after receipt of subsequent written notice from the Indemni­fied Indemnified Party if an amount is specified therein, or prompt­ly promptly following receipt of subsequent written notice or notices specifying the amount of such Claim or Tax Claim additions thereto; provided, however, that for so long as the Indemnifying Party is in good faith defend­ing defending a Claim or Tax Claim pursuant to Section 8.3(b) hereof, its obligation to indemnify the Indemnified Party with respect thereto shall will be suspended (other than with respect to any costs, expenses or other liabilities incurred by the Indemnified Party prior to the assumption of the defense by the Indemnifying Party). Failure to provide a notice of Claim or Tax Claim within the time period referred to above shall will not constitute a defense to a Claim or Tax Claim or release the Indemnifying Party from any obligation hereunder to the extent that such failure does not prejudice the position of the Indemnifying Party.

Conditions of Indemnification. (a) A party entitled to indemnification hereunder (the “"Indemnified Party”") shall notify the party or parties liable for such indemnification (the “Indemnified "Indemnifying Party”") in writing of any Claim or potential liability for Taxes (“Tax Claim”) which the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement. Such notice shall be given within a reasonable (taking into account the nature of the Claim or Tax Claim) period of time after the Indemnified Party has actual knowledge there­ofthereof. The Indemnifying Party shall satisfy its obligations under this Article 8 IX within forty ten (10) days after receipt of subsequent written notice from the Indemni­fied Indemnified Party if an amount is specified therein, or prompt­ly promptly following receipt of subsequent written notice or notices specifying the amount of such Claim or Tax Claim additions thereto; provided, however, that for so long as the Indemnifying Party is in good faith defend­ing defending a Claim or Tax Claim pursuant to Section 8.3(b9.2(b) hereof, its obligation to indemnify the Indemnified Party with respect thereto shall be suspended (other than with respect to any costs, expenses or other liabilities incurred by the Indemnified Party prior to the assumption of the defense by the Indemnifying Party). Failure to provide a notice of Claim or Tax Claim within the time period referred to above shall not constitute a defense to a Claim or Tax Claim or release the Indemnifying Party from any obligation hereunder to the extent that such failure does not prejudice the position of the Indemnifying Party.

Conditions of Indemnification. (a) A party entitled to indemnification hereunder (the “Indemnified Party”) shall notify the party or parties liable for such indemnification (the “Indemnified Indemnifying Party”) in writing of any Claim or potential liability for Taxes (“Tax Claim”) which the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement. Such notice shall be given within a reasonable (taking into account the nature of the Claim or Tax Claim) period of time after the Indemnified Party has actual knowledge there­ofthereof. The Indemnifying Party shall satisfy its obligations under this Article 8 within forty days after receipt of subsequent written notice from the Indemni­fied Indemnified Party if an amount is specified therein, or prompt­ly promptly following receipt of subsequent written notice or notices specifying the amount of such Claim or Tax Claim additions thereto; provided, however, that for so long as the Indemnifying Party is in good faith defend­ing defending a Claim or Tax Claim pursuant to Section 8.3(b) hereof, its obligation to indemnify the Indemnified Party with respect thereto shall be suspended (other than with respect to any costs, expenses or other liabilities incurred by the Indemnified Party prior to the assumption of the defense by the Indemnifying Party). Failure to provide a notice of Claim or Tax Claim within the time period referred to above shall not constitute a defense to a Claim or Tax Claim or release the Indemnifying Party from any obligation hereunder to the extent that such failure does not prejudice the position of the Indemnifying Party.

Conditions of Indemnification. The obligations and liabilities of Merger Sub, on the one hand, and the Equity Holders, on the other hand, as indemnifying parties (aeach, an “Indemnifying Party”) A party entitled to indemnification hereunder indemnify DBA Group Indemnified Parties or Merger Sub Indemnified Parties, as applicable (the each, an “Indemnified Party”) ), under Section 7.2 with respect to Claims made by third parties shall notify be subject to the party or parties liable for such indemnification (following terms and conditions: The Indemnified Party shall give written notice to the “Indemnified Party”) in writing Indemnifying Party of any Claim or potential liability for Taxes (“Tax Claim”) Damages with respect to which it seeks indemnification promptly after the Indemnified Party has determined has given or could give discovery by such party of any matters giving rise to a right of indemnification under this Agreement. Such notice shall be given within a reasonable (taking into account the nature of the Claim or Tax Claim) period of time after the Indemnified Party has actual knowledge there­of. The Indemnifying Party shall satisfy its obligations under this Article 8 within forty days after receipt of subsequent written notice from the Indemni­fied Party if an amount is specified therein, or prompt­ly following receipt of subsequent written notice or notices specifying the amount of such Claim or Tax Claim additions theretofor indemnification; provided, however, that for so long the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under Section 7.2 unless it shall have been prejudiced by the omission to provide such notice. In case any Claim is brought against an Indemnified Party, the Indemnifying Party shall be entitled to participate in good faith defend­ing a Claim or Tax Claim pursuant the defense thereof and, to Section 8.3(b) hereofthe extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnified Party, and after notice from the Indemnifying Party of its obligation election so to indemnify assume the defense thereof, the Indemnifying Party will not be liable to the Indemnified Party with respect thereto shall be suspended (other than with respect to under Section 7.2 for any costs, expenses legal or other liabilities expense subsequently incurred by the Indemnified Party prior to the assumption of in connection with the defense by the Indemnifying Party). Failure to provide a notice of Claim or Tax Claim within the time period referred to above shall not constitute a defense to a Claim or Tax Claim or release thereof; provided, however, that (i) if the Indemnifying Party from any obligation hereunder shall elect not to assume the extent defense of such claim or action or (ii) if the Indemnified Party reasonably determines that such failure does not prejudice there may be a conflict between the position positions of the Indemnifying Party and the Indemnified Party in defending such Claim, then separate counsel shall be entitled to participate in and conduct such defense, and the Indemnifying Party shall be liable for any reasonable legal or other expenses incurred by the Indemnified Party in connection with such defense (but not more than one counsel). The Indemnifying Party shall not be liable for any settlement of any Claim effected without its written consent, which consent shall not be unreasonably withheld. The Indemnifying Party shall not, without the Indemnified Party’s prior written consent, which consent shall not be unreasonably withheld, settle or compromise any Claim to which the Indemnified Party is a party or consent to entry of any judgment in respect thereof. The Indemnifying Party further agrees that it will not, without the Indemnified Party’s prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof in any pending or threatened Claim in respect of which indemnification may be sought hereunder (whether or not the Indemnified Party is an actual or potential party to such Claim) unless such settlement or compromise includes an unconditional release of the Indemnified Party from all liability arising out of such Claim.

Conditions of Indemnification. The obligations and liabilities of Parent, on the one hand, and the BBT Shareholders, on the other hand, as indemnifying parties (aeach, an “INDEMNIFYING PARTY”) A to indemnify the BBT Shareholders or Parent, as applicable (each, an “INDEMNIFIED PARTY”), under SECTION 6.2 with respect to Claims made by third parties shall be subject to the following terms and conditions: The Indemnified Party shall give written notice to the Indemnifying Party of any Damages with respect to which it seeks indemnification promptly after the discovery by such party of any matters giving rise to such Claim for indemnification; PROVIDED, HOWEVER, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under SECTION 6.2 unless it shall have been prejudiced by the omission to provide such notice. In case any Claim is brought against an Indemnified Party, the Indemnifying Party shall be entitled to indemnification hereunder (participate in the “defense thereof and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnified Party”) shall notify , and after notice from the party or parties Indemnifying Party of its election so to assume the defense thereof, the Indemnifying Party will not be liable for such indemnification (the “Indemnified Party”) in writing of any Claim or potential liability for Taxes (“Tax Claim”) which to the Indemnified Party has determined has given under SECTION 6.2 for any legal or could give rise to a right of indemnification under this Agreement. Such notice shall be given within a reasonable (taking into account the nature of the Claim or Tax Claim) period of time after other expense subsequently incurred by the Indemnified Party has actual knowledge there­ofin connection with the defense thereof; PROVIDED, HOWEVER, that (i) if the Indemnifying Party shall elect not to assume the defense of such claim or action or (ii) if the Indemnified Party reasonably determines that there may be a conflict between the positions of the Indemnifying Party and the Indemnified Party in defending such Claim, then separate counsel shall be entitled to participate in and conduct such defense, and the Indemnifying Party shall be liable for any reasonable legal or other expenses incurred by the Indemnified Party in connection with such defense (but not more than one counsel). The Indemnifying Party shall satisfy not be liable for any settlement of any Claim effected without its obligations under this Article 8 within forty days after receipt of subsequent written notice from the Indemni­fied Party if an amount is specified thereinconsent, or prompt­ly following receipt of subsequent written notice or notices specifying the amount of such Claim or Tax Claim additions thereto; provided, however, that for so long as the which consent shall not be unreasonably withheld. The Indemnifying Party is in good faith defend­ing a shall not, without the Indemnified Party’s prior written consent, which consent shall not be unreasonably withheld, settle or compromise any Claim or Tax Claim pursuant to Section 8.3(b) hereof, its obligation to indemnify which the Indemnified Party with is a party or consent to entry of any judgment in respect thereto shall thereof. The Indemnifying Party further agrees that it will not, without the Indemnified Party’s prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof in any pending or threatened Claim in respect of which indemnification may be suspended sought hereunder (other than with respect to any costs, expenses whether or other liabilities incurred by not the Indemnified Party prior is an actual or potential party to the assumption such Claim) unless such settlement or compromise includes an unconditional release of the defense by the Indemnifying Party). Failure to provide a notice of Claim or Tax Claim within the time period referred to above shall not constitute a defense to a Claim or Tax Claim or release the Indemnifying Indemnified Party from any obligation hereunder to the extent that all liability arising out of such failure does not prejudice the position of the Indemnifying PartyClaim.

Conditions of Indemnification. The obligations and liabilities of Parent, the Surviving Corporation and the Parent Shareholders, on the one hand, and Money Centers and Shareholder, on the other hand, as indemnifying parties (aeach, an "INDEMNIFYING PARTY") A party entitled to indemnification hereunder indemnify Money Centers, Parent and the Surviving Corporation, as applicable (each, an "INDEMNIFIED PARTY"), under Section 9.2 with respect to Claims made by Third Parties shall be subject to the “following terms and conditions: The Indemnified Party”) Party shall notify give written notice to the party or parties liable for such indemnification (the “Indemnified Party”) in writing Indemnifying Party of any Claim or potential liability for Taxes (“Tax Claim”) Damages with respect to which it seeks indemnification promptly after the Indemnified Party has determined has given or could give discovery by such party of any matters giving rise to a right of indemnification under this Agreement. Such notice shall be given within a reasonable (taking into account the nature of the Claim or Tax Claim) period of time after the Indemnified Party has actual knowledge there­of. The Indemnifying Party shall satisfy its obligations under this Article 8 within forty days after receipt of subsequent written notice from the Indemni­fied Party if an amount is specified therein, or prompt­ly following receipt of subsequent written notice or notices specifying the amount of such Claim or Tax Claim additions theretofor indemnification; provided, however, that for so long the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under Section 9.2 unless it shall have been prejudiced by the omission to provide such notice. In case any Claim is brought against an Indemnified Party, the Indemnifying Party shall be entitled to participate in good faith defend­ing a Claim or Tax Claim pursuant the defense thereof and, to Section 8.3(b) hereofthe extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnified Party, and after notice from the Indemnifying Party of its obligation election so to indemnify assume the defense thereof, the Indemnifying Party will not be liable to the Indemnified Party with respect thereto shall be suspended (other than with respect to under Section 9.2 for any costs, expenses legal or other liabilities expense subsequently incurred by the Indemnified Party prior to the assumption of in connection with the defense by the Indemnifying Party). Failure to provide a notice of Claim or Tax Claim within the time period referred to above shall not constitute a defense to a Claim or Tax Claim or release thereof; provided, however, that (i) if the Indemnifying Party from any obligation hereunder shall elect not to assume the extent defense of such claim or action or (ii) if the Indemnified Party reasonably determines that such failure does not prejudice there may be a conflict between the position positions of the Indemnifying Party and the Indemnified Party in defending such Claim, then separate counsel shall be entitled to participate in and conduct such defense, and the Indemnifying Party shall be liable for any reasonable legal or other expenses incurred by the Indemnified Party in connection with such defense (but not more than one counsel). The Indemnifying Party shall not be liable for any settlement of any Claim effected without its written consent, which consent shall not be unreasonably withheld. The Indemnifying Party shall not, without the Indemnified Party's prior written consent, which consent shall not be unreasonably withheld, settle or compromise any Claim to which the Indemnified Party is a party or consent to entry of any judgment in respect thereof. The Indemnifying Party further agrees that it will not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof in any pending or threatened Claim in respect of which indemnification may be sought hereunder (whether or not the Indemnified Party is an actual or potential party to such Claim) unless such settlement or compromise includes an unconditional release of the Indemnified Party from all liability arising out of such Claim.

Conditions of Indemnification. (a) A party entitled to indemnification hereunder (the “Indemnified Party”) shall notify the party or parties liable for such indemnification (the “Indemnified Indemnifying Party”) in writing of any Claim or potential liability for Taxes (“Tax Claim”) which the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement. Such notice shall be given within a reasonable (taking into account the nature of the Claim or Tax Claim) period of time after the Indemnified Party has actual knowledge there­ofthereof. The Indemnifying Party shall satisfy its obligations under this Article 8 within forty days after receipt of subsequent written notice from the Indemni­fied Indemnified Party if an amount is specified therein, or prompt­ly promptly following receipt of subsequent written notice or notices specifying the amount of such Claim or Tax Claim additions thereto; provided, however, that for so long as the Indemnifying Party is in good faith defend­ing defending a Claim or Tax Claim pursuant to Section 8.3(b) 9 hereof, its obligation to indemnify the Indemnified Party with respect thereto shall be suspended (other than with respect to any costs, expenses or other liabilities incurred by the Indemnified Party prior to the assumption of the defense by the Indemnifying Party). Failure to provide a notice of Claim or Tax Claim within the time period referred to above shall not constitute a defense to a Claim or Tax Claim or release the Indemnifying Party from any obligation hereunder to the extent that such failure does not prejudice the position of the Indemnifying Party.

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.04. (b) A party entitled to claiming indemnification hereunder under this Agreement (the “an "Indemnified Party”") shall promptly (i) notify the party or parties liable for such from whom indemnification is sought (the “Indemnified "Indemnifying Party”") in writing of any Claim third-party claim or potential liability for Taxes (“Tax Claim”) which claims asserted against the Indemnified Party has determined has given or ("Third Party Claim") that could give rise to a right of indemnification under this Agreement. Such Agreement and (ii) transmit to the Indemnifying Party a written notice shall be given within a ("Claim Notice") describing in reasonable (taking into account detail the nature of the Claim or Tax Third Party Claim) period , a copy of time after the Indemnified Party has actual knowledge there­of. The Indemnifying Party shall satisfy its obligations under this Article 8 within forty days after receipt all papers served with respect to that claim (if any), an estimate of subsequent written notice from the Indemni­fied Party if an amount is specified therein, or prompt­ly following receipt of subsequent written notice or notices specifying the amount of such damages attributable to the Third Party Claim or Tax to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for the Indemnified Party's request for indemnification under this Agreement. Except as set forth in Section 7.01, the failure to promptly deliver a Claim additions thereto; provided, however, that for so long as Notice shall not relieve the Indemnifying Party is in good faith defend­ing a Claim or Tax Claim pursuant of its obligations to Section 8.3(b) hereof, its obligation to indemnify the Indemnified Party with respect thereto shall be suspended (other than with respect to any costs, expenses or other liabilities incurred by the Indemnified Party prior to the assumption of the defense by the Indemnifying Party). Failure to provide a notice of related Third Party Claim or Tax Claim within the time period referred to above shall not constitute a defense to a Claim or Tax Claim or release the Indemnifying Party from any obligation hereunder except to the extent that such failure the resulting delay is materially prejudicial to the defense of that claim. Within 15 days after receipt of any Claim Notice (the "Election Period"), the Indemnifying Party shall notify the Indemnified Party (i) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article VII with respect to that Third Party Claim and (ii) if the Indemnifying Party does not prejudice dispute its potential liability to the position Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that Third Party Claim.