Common use of General Indemnification Provisions Clause in Contracts

General Indemnification Provisions. (a) The Indemnifying Party shall pay the Indemnified Party immediately available funds on an as-incurred basis for any Losses for which the Indemnified Party is entitled to indemnification hereunder. Any such indemnification payments shall include interest at the rate of 5% per annum (computed on the basis of a 360-day year) from the date any such Losses are suffered or sustained by the Indemnified Party. (b) If and to the extent that any provision of Section 5.1 is unenforceable for any reason, each Party hereto agrees to make the maximum contribution to the payment and satisfaction of any Losses as to which such Party would otherwise have been responsible for indemnification which is permissible under applicable Law. (c) Each Indemnifying Party hereby waives (i) presentment, demand, protest, notice of protest, notice of dishonor and notice of nonpayment; (ii) the right, if any, to the benefit of, or to direct the application of, any security hypothecated to Indemnified Party (if any), until all indemnification liability of another Indemnifying Party to Indemnified Party, howsoever arising, shall have been satisfied; (iii) the right to require the Indemnified Party to proceed against another Indemnifying Party, or to pursue any other remedy in Indemnified Party’s power (if any); and agrees that Indemnified Party may proceed against Indemnifying Party directly and independently of any other Indemnifying Party, and that any extension, forbearance, amendment, or acceptance, release or substitution of security, or any impairment or suspension of Indemnified Party’s remedies or rights against another Indemnifying Party or the cessation of the liability for indemnification hereunder of another Indemnifying Party for any reason other than full satisfaction of the indemnification obligation at issue, shall not in anywise affect the liability of Indemnifying Party hereunder.

General Indemnification Provisions. (a) The Indemnifying Party shall pay the Indemnified Party immediately available funds on an as-incurred basis for any Losses for which the Indemnified Party is entitled to indemnification hereunder. Any such indemnification payments shall include interest at the rate of 5% per annum (computed on the basis of a 360-day year) from the date any such Losses are suffered or sustained by the Indemnified Party. (b) If and to the extent that any provision of Section 5.1 4.01 is unenforceable for any reason, each Party hereto agrees to make the maximum contribution to the payment and satisfaction of any Losses as to which such Party would otherwise have been responsible for indemnification which is permissible under applicable Law. (c) Each Indemnifying Party hereby waives (i) presentment, demand, protest, notice of protest, notice of dishonor and notice of nonpayment; (ii) the right, if any, to the benefit of, or to direct the application of, any security hypothecated to Indemnified Party (if any), until all indemnification liability of another Indemnifying Party to Indemnified Party, howsoever arising, shall have been satisfied; (iii) the right to require the Indemnified Party to proceed against another Indemnifying Party, or to pursue any other remedy in Indemnified Party’s power (if any); and agrees that Indemnified Party may proceed against Indemnifying Party directly and independently of any other Indemnifying Party, and that any extension, forbearance, amendment, or acceptance, release or substitution of security, or any impairment or suspension of Indemnified Party’s remedies or rights against another Indemnifying Party or the cessation of the liability for indemnification hereunder of another Indemnifying Party for any reason other than full satisfaction of the indemnification obligation at issue, shall not in anywise affect the liability of Indemnifying Party hereunder.

General Indemnification Provisions. (a) The Indemnifying Party shall pay the Indemnified Party immediately available funds on an as-incurred basis for any Losses for which the Indemnified Party is entitled to indemnification hereunder. Any such indemnification payments shall include interest at the rate of 5% per annum compounded annually (computed on the basis of a 360-day year) from the date any such Losses are suffered or sustained by the Indemnified Party. (b) If and to the extent that any provision of Section 5.1 is unenforceable for any reason, each Party hereto agrees to make the maximum contribution to the payment and satisfaction of any Losses as to which such Party would otherwise have been responsible for indemnification which is permissible under applicable Law. (c) Each Indemnifying Party hereby waives (i) presentment, demand, protest, notice of protest, notice of dishonor and notice of nonpayment; (ii) the right, if any, to the benefit of, or to direct the application of, any security hypothecated to Indemnified Party (if any), until all indemnification liability of another Indemnifying Party to Indemnified Party, howsoever arising, shall have been satisfied; (iii) the right to require the Indemnified Party to proceed against another Indemnifying Party, or to pursue any other remedy in Indemnified Party’s power (if any); and agrees that Indemnified Party may proceed against Indemnifying Party directly and independently of any other Indemnifying Party, and that any extension, forbearance, amendment, or acceptance, release or substitution of security, or any impairment or suspension of Indemnified Party’s remedies or rights against another Indemnifying Party or the cessation of the liability for indemnification hereunder of another Indemnifying Party for any reason other than full satisfaction of the indemnification obligation at issue, shall not in anywise affect the liability of Indemnifying Party hereunder.

General Indemnification Provisions. (a) For the purposes of this Section 7.4, the term “Indemnitee” shall refer to the Person or Persons indemnified, or entitled, or claiming to be entitled, to be indemnified, pursuant to the provisions of this Article VII, as the case may be; and the term “Indemnitor” shall refer to the Person or Persons having the obligation to indemnify pursuant to this Article VII. The Indemnifying Party shall pay the Indemnified Party immediately available funds on an as-term “Losses” is not limited to matters asserted by third parties, but includes Losses incurred basis for any Losses for which the Indemnified Party is entitled to indemnification hereunder. Any such indemnification payments shall include interest at the rate of 5% per annum (computed on the basis of a 360-day year) from the date any such Losses are suffered or sustained by an Indemnitee in the Indemnified Partyabsence of third party claims, and payments by the Indemnitee shall not be a condition precedent to recovery. (b) If An Indemnitee shall give the Indemnitor notice of any matter which an Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement as soon as practicable after the Indemnitee becomes aware of such matter, stating the amount of Losses, if known, and the method of computation thereof, all with reasonable particularity and containing a reference to the extent provisions of this Agreement in respect of which such right of indemnification is claimed or arises. With respect to Losses arising from a claim of any third party that any provision of Section 5.1 is unenforceable for any reason, each Party hereto agrees to make the maximum contribution are subject to the indemnification provided for in this Article (“Third Party Claim”), the Indemnitee shall give the Indemnitor notice of such Third Party Claim as promptly as practicable (and in any event within fifteen (15) calendar days after the service of the citation or summons) and shall permit the Indemnitor, at its option, to participate in the defense of such Third Party Claim by counsel of its own choice and at its expense. The Indemnitor shall also be entitled, at its option, to assume and control the defense of such Third Party Claim at its cost, risk and expense and through counsel acceptable to Indemnitee acting reasonably if it gives notice, within fifteen (15) calendar days after receiving notice of such claim from the Indemnitee, of his or its intention to do so to the Indemnitee, unless the named parties to such action or proceeding include both the Indemnitor and the Indemnitee and the Indemnitee has been advised in writing by counsel that there may be one or more legal defenses available to such Indemnitee that are different from or additional to those available to the Indemnitor. In the event the Indemnitor exercises its right to undertake the defense against any such Third Party Claim as provided above, the Indemnitee shall cooperate with the Indemnitor in such defense and make available to the Indemnitor, at the Indemnitor’s expense, all witnesses, pertinent records, materials and information in its possession or under its control relating thereto as is reasonably required by the Indemnitor. Similarly, in the event the Indemnitee is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnitor shall cooperate with the Indemnitee in such defense and make available to it all such witnesses, records, materials and information in its possession or under its control relating thereto as is reasonably required by the Indemnitee. No such Third Party Claim, except the settlement thereof which involves the payment of money only and satisfaction for which the Indemnitee is fully indemnified by the Indemnitor, may be settled by the Indemnitor without the written consent of any Losses as the Indemnitee, which consent will not be unreasonably withheld. If the Indemnitor fails to assume the defense of such Third Party Claim within fifteen (15) calendar days after receipt of the notice thereof, the Indemnitee against which such Party would otherwise have claim has been responsible for indemnification which is permissible under applicable Law. asserted will (c) Each Indemnifying Party hereby waives (i) presentment, demand, protest, upon delivering notice of protest, notice of dishonor and notice of nonpayment; (ii) the right, if any, to such effect to the benefit of, or to direct the application of, any security hypothecated to Indemnified Party (if any), until all indemnification liability of another Indemnifying Party to Indemnified Party, howsoever arising, shall Indemnitor) have been satisfied; (iii) the right to require undertake, at the Indemnified Party to proceed against another Indemnifying PartyIndemnitor’s cost and expense in accordance with this Article IX, the defense, compromise or to pursue any other remedy in Indemnified Party’s power (if any); settlement of such claim on behalf of and agrees that Indemnified Party may proceed against Indemnifying Party directly for the account and independently of any other Indemnifying Party, and that any extension, forbearance, amendment, or acceptance, release or substitution of security, or any impairment or suspension of Indemnified Party’s remedies or rights against another Indemnifying Party or the cessation risk of the liability for indemnification hereunder of another Indemnifying Party for any reason other than full satisfaction of the indemnification obligation at issue, shall not Indemnitor in anywise affect the liability of Indemnifying Party hereunderaccordance with this Article VII.

General Indemnification Provisions. An Indemnified Party shall promptly give the Indemnifying Party notice of any matter which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, stating the amount of the Loss, if known, and method of computation thereof, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations and liabilities of an Indemnifying Party under this Article with respect to Losses arising from claims of any third party that are subject to the indemnification provided for in this Article (a"Third Party Claims") The shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claim, the Indemnified Party shall give the Indemnifying Party prompt notice of such Third Party Claim and shall permit the Indemnifying Party, at its option, to participate in the defense of such Third Party Claim by counsel of its own choice and at its expense. If, however, the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claims (subject to the limitations set forth herein), then the Indemnifying Party shall pay be entitled, at its option, to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives prompt notice of intention to do so to the Indemnified Party. In the event the Indemnifying Party exercises its right to undertake the defense against any such Third Party Claim as provided above, the Indemnified Party immediately shall cooperate with the Indemnifying Party in such defense and make available funds on an as-incurred basis for to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in its possession or under its control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any Losses such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to it all such witnesses, records, materials and information in its possession or under its control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim, except the settlement thereof which involves the payment of money only and for which the Indemnified Party is entitled to indemnification hereundertotally indemnified by the Indemnifying Party, may be settled by the Indemnifying Party without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld). Any such indemnification payments Similarly, no Third Party Claim which is being defended in good faith by the Indemnifying Party shall include interest at the rate of 5% per annum (computed on the basis of a 360-day year) from the date any such Losses are suffered or sustained be settled by the Indemnified Party. (b) If and to Party without the extent that any provision written consent of Section 5.1 is unenforceable for any reason, each Party hereto agrees to make the maximum contribution to the payment and satisfaction of any Losses as to which such Party would otherwise have been responsible for indemnification which is permissible under applicable Law. (c) Each Indemnifying Party hereby waives (i) presentment, demand, protest, notice of protest, notice of dishonor and notice of nonpayment; (ii) the right, if any, to the benefit of, or to direct the application of, any security hypothecated to Indemnified Party (if any), until all indemnification liability of another Indemnifying Party to Indemnified Party, howsoever arising, shall have been satisfied; (iii) the right to require the Indemnified Party to proceed against another Indemnifying Party, or to pursue any other remedy in Indemnified Party’s power (if any); and agrees that Indemnified Party may proceed against Indemnifying Party directly and independently of any other Indemnifying Party, and that any extension, forbearance, amendment, or acceptance, release or substitution of security, or any impairment or suspension of Indemnified Party’s remedies or rights against another Indemnifying Party or the cessation of the liability for indemnification hereunder of another Indemnifying Party for any reason other than full satisfaction of the indemnification obligation at issue, which consent shall not in anywise affect the liability of Indemnifying Party hereunderbe unreasonably withheld).

General Indemnification Provisions. (a) Chemring shall deliver a Notice of Claim to ADG whether for its own Losses or for the Losses of any other Indemnified Party. No delay on the part of Chemring in giving ADG a Notice of Claim shall affect the indemnification obligations of the ADG Parties hereunder, except to the extent ADG can demonstrate such failure materially prejudiced ADG. (b) The Indemnifying indemnification obligations and liabilities under this Article VI with respect to Losses arising from claims of any third party against an Indemnified Party, including any governmental agency (“Third-Party Claims”), shall pay be governed by and contingent upon the following additional terms and conditions. Chemring will defend any Third-Party Claim, and the reasonable out-of-pocket costs and expenses incurred by Chemring or any Indemnified Party immediately available funds on an as-incurred basis for any in connection with such defense (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) will be included in the Losses for which the Indemnified Parties may seek indemnification pursuant to a claim for indemnification made by such Indemnified Parties pursuant to this Article VI. ADG will have the right to receive copies of all pleadings, notices and communications with respect to any Third-Party is entitled to indemnification hereunder. Any such indemnification payments shall include interest at the rate of 5% per annum (computed on the basis of a 360-day year) from the date any such Losses are suffered or sustained by the Indemnified Party. (b) If and Claim to the extent that receipt of such documents by ADG does not affect any provision of Section 5.1 is unenforceable for any reason, each Party hereto agrees to make the maximum contribution privilege relating to the Indemnified Parties and may participate at its own expense in settlement negotiations with respect to such Third-Party Claim. No Indemnified Party will enter into any settlement of a Third-Party Claim without ADG’s prior written consent (which consent will not be unreasonably withheld, conditioned or delayed, it being understood that such approval shall not be withheld if such settlement involves solely the payment and satisfaction of a reasonable amount of monetary damages); provided, however, that if ADG has consented in writing to any Losses as such settlement, then ADG will be deemed to which such have accepted the related indemnification claim by the Indemnified Party would otherwise have been responsible for indemnification pursuant to this Article VI for the amount of such settlement. Notwithstanding the foregoing, if ADG reasonably determines in good faith that Chemring is not diligently defending any Third-Party Claim, then, after ADG has given notice to Chemring of the same and a reasonable opportunity to cure, ADG may elect to defend such Third-Party Claim, in which is permissible under applicable Law. (c) Each Indemnifying Party hereby waives event (i) presentmentChemring will have the right to receive copies of all pleadings, demandnotices and communications to the extent that receipt of such documents by Chemring does not affect any privilege relating to the ADG Parties and may participate at its own expense in settlement negotiations with respect to such Third-Party Claim, protest, notice of protest, notice of dishonor and notice of nonpayment; (ii) the rightADG shall obtain Chemring’s prior written approval before entering into any settlement of such Third-Party Claim, if any, to the benefit of, or to direct the application of, any security hypothecated to Indemnified Party (if any), until all indemnification liability of another Indemnifying Party to Indemnified Party, howsoever arising, shall have been satisfied; (iii) the right to require the Indemnified Party to proceed against another Indemnifying Party, or to pursue any other remedy in Indemnified Party’s power (if any); and agrees that Indemnified Party may proceed against Indemnifying Party directly and independently of any other Indemnifying Party, and that any extension, forbearance, amendment, or acceptance, release or substitution of security, or any impairment or suspension of Indemnified Party’s remedies or rights against another Indemnifying Party or the cessation of the liability for indemnification hereunder of another Indemnifying Party for any reason other than full satisfaction of the indemnification obligation at issue, which approval shall not be unreasonably withheld, conditioned or delayed (it being understood that such approval shall not be withheld if such settlement involves the payment of a reasonable amount of monetary damages that does not exceed the then-current balance in anywise affect the liability of Indemnifying Party hereunderEscrow Account).

General Indemnification Provisions. (ai) The Indemnifying Party indemnified party shall pay promptly notify the Indemnified Party immediately available funds on an as-incurred basis for indemnifying party of any Losses claim, demand, action or proceeding for which indemnification is sought under Section 5.1(b), (c) or (d) of this Agreement (such notice to state the Indemnified Party is entitled to indemnification hereunder. Any such indemnification payments shall include interest at the rate of 5% per annum (computed on the nature and basis of the claim, demand, action or proceeding and, if determinable, a 360good faith, non-day yearbinding estimate of the amount relating thereto) from and, if such claim, demand, action or proceeding is a claim, demand, action or proceeding by a third party ("Third Party Claim"), the date any such Losses are suffered or sustained by indemnifying party will have the Indemnified Party. (b) If and right, at its own expense, to assume the defense thereof using counsel reasonably acceptable to the extent indemnified party, except in the case of a claim that any provision of Section 5.1 is unenforceable for any reasonrelates to Taxes, each Party hereto agrees to make the maximum contribution to the payment and satisfaction of any Losses as to which the Surviving Corporation shall assume the defense, and the Shareholders may, at their sole expense, participate in such defense. The indemnified party shall have the right to participate, at its own expense, with respect to any such Third Party would otherwise have been responsible Claim. After the indemnifying party has notified the indemnified party of its intention to undertake to defend or settle any such asserted liability, and for indemnification so long as the indemnifying party diligently pursues such defense, the indemnifying party shall not be liable for any additional legal expenses incurred by the indemnified party in connection with any defense or settlement of such asserted liability. In connection with any such Third Party Claim, the parties hereto shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such Third Party Claim shall be settled without prior written consent of the indemnified party, which consent may not be unreasonably withheld; provided, however, that if a firm, written offer is permissible under applicable Law. (c) Each Indemnifying made to settle any such Third Party hereby waives Claim and the indemnifying party proposes to accept such settlement and the indemnified party refuses to consent to such settlement, then: (i) presentment, demand, protest, notice of protest, notice of dishonor and notice of nonpaymentthe indemnifying party shall pay such amount to the indemnified party; (ii) the rightindemnifying party shall be excused from, if anyand the indemnified party shall be solely responsible for, to the benefit of, or to direct the application of, any security hypothecated to Indemnified all further defense of such Third Party (if any), until all indemnification liability of another Indemnifying Party to Indemnified Party, howsoever arising, shall have been satisfiedClaim; and (iii) the right maximum liability of the indemnifying party relating to require such Third Party Claim shall be the Indemnified amount of the proposed settlement, if the amount thereafter recovered from the indemnified party on such Third Party Claim is greater that the amount of the proposed settlement, and, to proceed against another Indemnifying Partythis end, the indemnified party shall reimburse the indemnifying party for any additional costs of defense which it subsequently incurs with respect to such claims and all additional costs of settlement or judgment. (ii) Any payment pursuant to pursue this Article V shall be made not later than thirty (30) days after receipt by the indemnifying party of written notice from the indemnified party stating that an indemnifiable amount has been paid to a third party, and specifying the amount thereof and the amount of the indemnity payment requested. (iii) In calculating any other remedy loss relating to claims, damages, liabilities, obligations, losses, costs or expenses set forth herein, there shall be deducted any insurance actually recovered by VillageEDOCS, Merger Sub or the Surviving Corporation in Indemnified Party’s power (if any); and agrees that Indemnified Party may proceed against Indemnifying Party directly and independently respect thereof, net of any other Indemnifying Party, and that any extension, forbearance, amendment, or acceptance, release or substitution of security, or any impairment or suspension of Indemnified Party’s remedies or rights against another Indemnifying Party or expenses incurred in recovering such monies from the cessation of the liability for indemnification hereunder of another Indemnifying Party for any reason other than full satisfaction of the indemnification obligation at issue, shall not in anywise affect the liability of Indemnifying Party hereunderinsurance carrier.

General Indemnification Provisions. (a) The Indemnifying indemnified party shall promptly notify the indemnifying party of any claim, demand, action or proceeding for which indemnification is sought under Section 6.2 or 6.3 of this Agreement (such notice to state the nature and basis of the claim, demand, action or proceeding and, if determinable, a good faith, non-binding estimate of the amount relating thereto) and, if such claim, demand, action or proceeding is a claim, demand, action or proceeding, by a third party ("Third Party Claim"), the indemnifying party will have the right, at its own expense, to assume the defense thereof using counsel reasonably acceptable to the indemnified party. The indemnified party shall have the right to participate, at its own expense, with respect to any such Third Party Claim. After the indemnifying party has notified the indemnified party of its intention to undertake to defend or settle any such asserted liability, and for so long as the indemnifying party diligently pursues such defense, the indemnifying party shall not be liable for any additional legal expenses incurred by the indemnified party in connection with any defense or settlement of such asserted liability. Notwithstanding anything to the contrary contained in this Section 6.4(a), if the indemnified party shall have been advised in writing by outside counsel that it may have one or more legal defenses available to it which are different from or additional to those available to the indemnifying party, in which case, if the indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such Third Party Claim, but the indemnifying party shall be entitled, at its expense, to participate in the defense of such Third Party Claim. In connection with any Third Party Claim, the parties hereto shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such Third Party Claim shall be settled without prior written consent of the indemnified party, which consent may not be unreasonably withheld, provided, however, that if a firm, written offer is made (and has not been revoked or modified) to settle any such Third Party Claim (a "Settled Claim") entirely for cash (and such settlement offer includes a full release of the indemnified party), and the indemnifying party proposes to accept such settlement and the indemnified party refuses to consent to such settlement, then: (i) the indemnifying party shall pay such amount in cash to the Indemnified Party immediately available funds on an as-incurred basis indemnified party (net of any applicable deductible amount as set forth in Section 6.5(a) hereof); (ii) the indemnifying party shall be excused from, and the indemnified party shall be solely responsible for, all further defense of the Settled Claim; and (iii) the maximum liability of the indemnifying party relating to the Settled Claim shall be the amount of the proposed settlement. The indemnified party shall reimburse the indemnifying party for any Losses for additional costs of defense which the Indemnified Party is entitled indemnifying party subsequently incurs with respect to indemnification hereunder. Any such indemnification payments shall include interest at Settled Claim and all additional costs of the rate of 5% per annum (computed on indemnifying party relating to the basis of a 360-day year) from the date any such Losses are suffered settlement or sustained by the Indemnified Partyjudgment thereof. (b) If and Any payment pursuant to the extent that any provision of Section 5.1 is unenforceable for any reason, each Party hereto agrees to make the maximum contribution to the payment and satisfaction of any Losses as to which such Party would otherwise have been responsible for indemnification which is permissible under applicable Law. (c) Each Indemnifying Party hereby waives (i) presentment, demand, protest, notice of protest, notice of dishonor and notice of nonpayment; (ii) the right, if any, to the benefit of, or to direct the application of, any security hypothecated to Indemnified Party (if any), until all indemnification liability of another Indemnifying Party to Indemnified Party, howsoever arising, this Article VI shall have been satisfied; (iii) the right to require the Indemnified Party to proceed against another Indemnifying Party, or to pursue any other remedy in Indemnified Party’s power (if any); and agrees that Indemnified Party may proceed against Indemnifying Party directly and independently of any other Indemnifying Partybe payable immediately upon, and in no event made later than 30 days after, receipt by the indemnifying party of written notice from the indemnified party stating that any extensionan indemnifiable amount has been paid to a third party, forbearance, amendment, or acceptance, release or substitution of security, or any impairment or suspension of Indemnified Party’s remedies or rights against another Indemnifying Party or and specifying the cessation amount thereof and the amount of the liability for indemnification hereunder of another Indemnifying Party for any reason other than full satisfaction of the indemnification obligation at issue, shall not in anywise affect the liability of Indemnifying Party hereunderindemnity payment requested.

General Indemnification Provisions. (a) The Indemnifying Party indemnified party shall pay promptly notify the Indemnified Party immediately available funds on an as-incurred basis for indemnifying party of any Losses claim, demand, action or proceeding for which indemnification is sought under Section 6.2 or 6.3 of this Agreement and, if such claim, demand, action or proceeding is a third party claim, demand, action or proceeding, the Indemnified Party indemnifying party will have the right, at its own expense, to assume the defense thereof, using counsel reasonably acceptable to the indemnified party. The indemnified party shall have the right to participate, at its own expense, with respect to any such third party claim, demand, action or proceeding. In connection with any such third party claim, demand, action or proceeding, the parties thereto shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such third party claim, demand, action or proceeding shall be settled without prior written consent of the indemnified party, provided, however, that if a firm, written offer is entitled made to indemnification hereunder. Any settle any such indemnification payments third party claim, demand, action or proceeding and the indemnifying party proposes to accept such settlement and the indemnified party refuses to consent to such settlement, then: (i) the indemnifying party shall include interest at be excused from, and the rate indemnified party shall be solely responsible for, all further defense of 5% per annum such third party claim, demand, action or proceeding; and (computed on ii) the basis maximum liability of a 360-day year) the indemnifying party relating to such third party claim, demand, action, or proceeding shall be the amount of the proposed settlement if the amount thereafter recovered from the date any indemnified party on such Losses are suffered third party claim, demand, action or sustained by proceeding is greater that the Indemnified Partyamount of the proposed settlement. (b) If and Any indemnification payments to be made herein shall be limited to the extent amount of any liability or damage that remains after deducting therefrom any provision tax benefit to the indemnified party and any insurance proceeds and any indemnity, contribution or other similar payment recoverable by the indemnified party from any third person with respect thereto and adding thereto any tax liability resulting from the indemnity payment. A tax benefit or liability will be considered to be recognized by the indemnified party for purposes of Section 5.1 this section in the year in which the indemnity payment occurs, and the amount of the tax benefit or liability shall be determined by assuming that the indemnified party is unenforceable for any reason, each Party hereto agrees to make in the maximum contribution applicable statutory tax bracket after any deductions or any allowances reportable with respect to a payment hereunder, and assuming that the indemnification payment is treated for tax purposes as an adjustment to the payment and satisfaction of any Losses as to which such Party would otherwise have been responsible for indemnification which is permissible under applicable LawPurchase Price. (c) Each Indemnifying Party hereby waives (i) presentmentExcept as set forth in this Agreement, demandneither party is making any representation, protestwarranty, notice of protest, notice of dishonor and notice of nonpayment; (ii) the right, if any, covenant or agreement with respect to the benefit of, or to direct matters contained herein. Each of the application of, any security hypothecated to Indemnified Party (if any), until all indemnification liability of another Indemnifying Party to Indemnified Party, howsoever arising, shall have been satisfied; (iii) the right to require the Indemnified Party to proceed against another Indemnifying Party, or to pursue any other remedy in Indemnified Party’s power (if any); Shareholder and Purchaser hereby acknowledges and agrees that Indemnified Party may proceed against Indemnifying Party directly its sole and independently exclusive remedy with respect to any and all claims relating to the subject matter of this Agreement following the Closing shall be pursuant to the indemnification provisions set forth in this Article. Neither the Shareholder nor Purchaser shall have any liability to the other under this Article VI for consequential damages. Each of the Shareholder and Purchaser shall take, and shall cause to be taken, all reasonable steps to mitigate any losses for which it might be entitled to indemnification under this Article upon and after becoming aware of any other Indemnifying Party, and event that could reasonably expect to give rise to such losses. 790603v7 (d) Neither the Shareholder nor Purchaser shall be entitled to indemnification under this Agreement with respect to the breach of any extension, forbearance, amendmentrepresentation or warranty, or acceptancethe failure to comply with a covenant or agreement to be performed prior to Closing if, release on or substitution prior to the Closing Date, an executive officer of securitythe Shareholder (if it is the indemnified party) existing as of the Closing Date, or any impairment of Charles Hubbs, John Sopcisak or suspension of Indemnified Party’s remedies Thomas Kennelly (if Purchaser or rights against another Indemnifying Party or the cessation ▇▇▇ ▇▇▇▇▇▇▇▇▇s i▇ ▇▇▇ ▇▇▇▇▇▇▇fied ▇▇▇▇▇) ▇▇▇ ▇▇▇ual knowledge of the liability for indemnification hereunder existence of another Indemnifying Party for any reason such breach or failure. For purposes of this subsection (d), the term "actual knowledge" shall mean the actual awareness of a person and a person will be deemed to have knowledge of information communicated by or on behalf of either party to this Agreement to the other subsequent to April 1, 1998 in connection with the proposed sale of the Company (but not necessarily due to incidental knowledge acquired by a person in a capacity other than full satisfaction as a party prospectively involved in a transaction for the sale of the indemnification obligation at issue, shall not in anywise affect the liability of Indemnifying Party hereunderCompany).

General Indemnification Provisions. (a) The Indemnifying indemnified party shall promptly notify the indemnifying party of any claim, demand, action or proceeding for which indemnification is sought under Section 6.2 or 6.3 of this Agreement (such notice to state the nature and basis of the claim, demand, action or proceeding and, if determinable, a good faith, non-binding estimate of the amount relating thereto) and, if such claim, demand, action or proceeding is a claim, demand, action or proceeding by a third party ("Third Party Claim"), the indemnifying party will ----------------- have the right, at its own expense, to assume the defense thereof using counsel reasonably acceptable to the indemnified party, except in the case of a claim that relates to Taxes, as to which Purchaser shall assume the defense, and the Shareholders may, at their sole expense, participate in such defense. The indemnified party shall have the right to participate, at its own expense, with respect to any such Third Party Claim. After the indemnifying party has notified the indemnified party of its intention to undertake to defend or settle any such asserted liability, and for so long as the indemnifying party diligently pursues such defense, the indemnifying party shall not be liable for any additional legal expenses incurred by the indemnified party in connection with any defense or settlement of such asserted liability. In connection with any Third Party Claim, the parties thereto shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such Third Party Claim shall be settled without prior written consent of the indemnified party which consent may not be unreasonably withheld; provided, -------- however, that if a firm, written offer is made to settle any such Third Party ------- Claim and the indemnifying party proposes to accept such settlement and the indemnified party refuses to consent to such settlement, then: (i) the indemnifying party shall pay such amount to the Indemnified indemnified party; (ii) the indemnifying party shall be excused from, and the indemnified party shall be solely responsible for, all further defense of such Third Party immediately available funds Claim; and (iii) the maximum liability of the indemnifying party relating to such Third Party Claim shall be the amount of the proposed settlement, if the amount thereafter recovered from the indemnified party on an as-incurred basis such Third Party Claim is greater than the amount of the proposed settlement, and, to this end, the indemnified party shall reimburse the indemnifying party for any Losses for additional costs of defense which the Indemnified Party is entitled it subsequently incurs with respect to indemnification hereunder. Any such indemnification payments shall include interest at the rate claims and all additional costs of 5% per annum (computed on the basis of a 360-day year) from the date any such Losses are suffered settlement or sustained by the Indemnified Partyjudgment. (b) If and Any payment pursuant to this Article VI shall be made not later than thirty (30) days after receipt by the extent indemnifying party of written notice from the indemnified party stating that any provision of Section 5.1 is unenforceable for any reason, each Party hereto agrees an indemnifiable amount has been paid to make the maximum contribution to the payment and satisfaction of any Losses as to which such Party would otherwise have been responsible for indemnification which is permissible under applicable Law. (c) Each Indemnifying Party hereby waives (i) presentment, demand, protest, notice of protest, notice of dishonor and notice of nonpayment; (ii) the right, if any, to the benefit of, or to direct the application of, any security hypothecated to Indemnified Party (if any), until all indemnification liability of another Indemnifying Party to Indemnified Party, howsoever arising, shall have been satisfied; (iii) the right to require the Indemnified Party to proceed against another Indemnifying Party, or to pursue any other remedy in Indemnified Party’s power (if any); and agrees that Indemnified Party may proceed against Indemnifying Party directly and independently of any other Indemnifying Partya third party, and that any extension, forbearance, amendment, or acceptance, release or substitution of security, or any impairment or suspension of Indemnified Party’s remedies or rights against another Indemnifying Party or specifying the cessation amount thereof and the amount of the liability for indemnification hereunder of another Indemnifying Party for any reason other than full satisfaction of the indemnification obligation at issue, shall not in anywise affect the liability of Indemnifying Party hereunderindemnity payment requested.

General Indemnification Provisions. (a) Any of the Purchasers or Aether shall promptly notify the Seller of any claim, demand, action or proceeding for which indemnification is sought pursuant to Section 7.2 of this Agreement or, as applicable, Seller shall promptly notify Purchasers and Aether of any claim, demand, action or proceeding for which indemnification is sought pursuant to Section 7.3 of this Agreement ( either such notice the “Claim Notice”). Each Claim Notice shall state the nature and basis of the claim, demand, action or proceeding and, if determinable, a good faith, non-binding estimate of the amount relating thereto) and, if such claim, demand, action or proceeding is a Third Party Claim, the party or parties receiving the Claim Notice (collectively, for purposes of this Section 7.5, the “indemnifying party”) will have the right, at its own expense, to assume the defense thereof using counsel reasonably acceptable to the party or parties giving the Claim Notice (collectively, for purposes of this Section 7.5, the “indemnified party”). The Indemnifying indemnified party shall have the right to participate, at its own expense, with respect to any such Third Party Claim. After the indemnifying party has notified the indemnified party of its intention to undertake to defend or settle any such asserted liability, and for so long as the indemnifying party diligently pursues such defense, the indemnifying party shall not be liable for any additional legal expenses incurred by the indemnified party in connection with any defense or settlement of such asserted liability. In connection with any such Third Party Claim, the indemnifying party and the indemnified party shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such Third Party Claim shall be settled without prior written consent of the indemnified party, which consent may not be unreasonably withheld; provided, however, that if a firm, written offer is made to settle any such Third Party Claim and the indemnifying party proposes to accept such settlement and the indemnified party refuses to consent to such settlement, then: (i) the indemnifying party shall pay such amount to the Indemnified indemnified party; (ii) the indemnifying party shall be excused from, and the indemnified party shall be solely responsible for, all further defense of such Third Party immediately available funds Claim; and (iii) the maximum liability of the indemnifying party relating to such Third Party Claim shall be the amount paid to the indemnified party pursuant to (i) above even if the amount thereafter recovered from the indemnified party on an as-incurred basis such Third Party Claim is greater than the amount of the proposed settlement. If, after the indemnifying party pays the indemnified party the amount described in (i) above, the indemnifying party incurs any additional costs with respect to such claims, including without limitation, additional costs of settlement or judgment, the indemnified party shall promptly reimburse the indemnifying party for any Losses for which all such costs. If the Indemnified indemnifying party does not notify the indemnified party within 15 days of receipt therefrom of written notice of a Third Party is entitled Claim that it intends to indemnification hereunder. Any so assume the defense thereof, or if the indemnifying party shall fail to so defend the same, the indemnified party may do so (and may settle such indemnification payments shall include interest action without approval of the indemnifying party at the rate sole expense of 5% per annum the indemnifying party (computed on and where the basis of indemnified party is a 360-day year) from Purchaser, the date any such Losses are suffered or sustained by the Indemnified PartyIndemnification Holdback may be used therefor)). (b) If and In calculating any Losses, there shall be deducted any insurance proceeds actually recovered by the indemnified party in respect thereof. The parties shall cooperate with each other in pursuing insurance claims with respect to the extent that any provision of Section 5.1 is unenforceable for any reason, each Party hereto agrees to make the maximum contribution to the payment and satisfaction of any Losses as to which such Party would otherwise have been responsible for indemnification which is permissible under applicable LawLosses. (c) Each Indemnifying Party hereby waives (i) presentment, demand, protest, notice of protest, notice of dishonor and notice of nonpayment; (ii) the right, if any, to the benefit of, or to direct the application of, any security hypothecated to Indemnified Party (if any), until all indemnification liability of another Indemnifying Party to Indemnified Party, howsoever arising, shall have been satisfied; (iii) the right to require the Indemnified Party to proceed against another Indemnifying Party, or to pursue any other remedy in Indemnified Party’s power (if any); and agrees that Indemnified Party may proceed against Indemnifying Party directly and independently of any other Indemnifying Party, and that any extension, forbearance, amendment, or acceptance, release or substitution of security, or any impairment or suspension of Indemnified Party’s remedies or rights against another Indemnifying Party or the cessation of the liability for indemnification hereunder of another Indemnifying Party for any reason other than full satisfaction of the indemnification obligation at issue, shall not in anywise affect the liability of Indemnifying Party hereunder.

General Indemnification Provisions. An Indemnified Party shall promptly give the Indemnifying Party notice of any matter which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, stating the amount of the Loss, if known, and method of computation thereof, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations and liabilities of an Indemnifying Party under this Article with respect to Losses arising from claims of any third party that are subject to the indemnification provided for in this Article (a"Third Party Claims") The shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claim, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim and shall permit the Indemnifying Party, at its option, to participate in the defense of such Third Party Claim by counsel of its own choice and at its expense. If, however, the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claims (subject to the limitations set forth herein), then the Indemnifying Party shall pay be entitled, at its option, to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives prompt notice of intention to do so to the Indemnified Party. In the event the Indemnifying Party exercises its right to undertake the defense against any such Third Party Claim as provided above, the Indemnified Party immediately shall cooperate with the Indemnifying Party in such defense and make available funds on an as-incurred basis for to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in its possession or under its control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the 44 Indemnified Party is, directly or indirectly, conducting the defense against any Losses such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to it all such witnesses, records, materials and information in its possession or under its control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim, except the settlement thereof which involves the payment of money only and for which the Indemnified Party is entitled to indemnification hereundertotally indemnified by the Indemnifying Party, may be settled by the Indemnifying Party without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld). Any such indemnification payments Similarly, no Third Party Claim which is being defended in good faith by the Indemnifying Party shall include interest at the rate of 5% per annum (computed on the basis of a 360-day year) from the date any such Losses are suffered or sustained be settled by the Indemnified Party. (b) If and to Party without the extent that any provision written consent of Section 5.1 is unenforceable for any reason, each Party hereto agrees to make the maximum contribution to the payment and satisfaction of any Losses as to which such Party would otherwise have been responsible for indemnification which is permissible under applicable Law. (c) Each Indemnifying Party hereby waives (i) presentment, demand, protest, notice of protest, notice of dishonor and notice of nonpayment; (ii) the right, if any, to the benefit of, or to direct the application of, any security hypothecated to Indemnified Party (if any), until all indemnification liability of another Indemnifying Party to Indemnified Party, howsoever arising, shall have been satisfied; (iii) the right to require the Indemnified Party to proceed against another Indemnifying Party, or to pursue any other remedy in Indemnified Party’s power (if any); and agrees that Indemnified Party may proceed against Indemnifying Party directly and independently of any other Indemnifying Party, and that any extension, forbearance, amendment, or acceptance, release or substitution of security, or any impairment or suspension of Indemnified Party’s remedies or rights against another Indemnifying Party or the cessation of the liability for indemnification hereunder of another Indemnifying Party for any reason other than full satisfaction of the indemnification obligation at issue, which consent shall not in anywise affect the liability of Indemnifying Party hereunderbe unreasonably withheld).

General Indemnification Provisions. (a) The Indemnifying Party For the purposes of this Section 9.4, the term "Indemnitee" shall pay refer to the Indemnified Party immediately available funds on an as-incurred basis for any Losses for which the Indemnified Party is Person indemnified, or entitled, or claiming to be entitled to indemnification hereunder. Any be indemnified, pursuant to the provisions hereof; the term "Indemnitor" shall refer to the Person having the obligation to indemnify pursuant to such indemnification payments shall include interest at the rate of 5% per annum (computed on the basis of a 360-day year) from the date any such Losses are suffered or sustained by the Indemnified Partyprovisions. (b) If and An Indemnitee shall give written notice (a "Notice of Claim") to the Indemnitor within ten (10) business days after the Indemnitee has knowledge of any claim (including a Third Party Claim, as hereinafter defined) which an Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement. No failure to give such Notice of Claim shall affect the indemnification obligations of the Indemnitor hereunder except to the extent that any provision of Section 5.1 is unenforceable for any reason, each Party hereto agrees Indemnitor can demonstrate such failure materially prejudiced such Indemnitor’s ability to make successfully defend the maximum contribution matter giving rise to the payment claim. The Notice of Claim shall state the nature of the claim, the amount of the loss, if known, and satisfaction the method of any Losses as computation thereof, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such Party would otherwise have been responsible for right of indemnification which is permissible under applicable Lawclaimed or arises. (c) Each Indemnifying The obligations and liabilities of an Indemnitor under this Article IX with respect to losses arising from claims of any third party that are subject to the indemnification provisions provided for in this Article IX ("Third Party hereby waives Claims") shall be governed by and contingent upon the following additional terms and conditions: (i) presentmentThe Indemnitee at the time it gives a Notice of Claim to the Indemnitor of the Third Party Claim shall advise the Indemnitor that Indemnitor shall be permitted, demandat Indemnitor’s option, protest, to assume the control and defense of such Third Party Claim at its expense and through counsel of its choice if it gives prompt notice of protest, notice of dishonor and notice of nonpayment; its intention to do so to the Indemnitee; (ii) In the rightevent the Indemnitor exercises its right to undertake the defense against any such Third Party Claim as provided above, if any, the Indemnitee shall cooperate with the Indemnitor in such defense and make available to the benefit ofIndemnitor, without cost to Indemnitor, all witnesses, pertinent records, materials and information in its possession or to direct under its control relating thereto as is reasonably required by the application of, any security hypothecated to Indemnified Party (if any), until all indemnification liability of another Indemnifying Party to Indemnified Party, howsoever arising, shall have been satisfiedIndemnitor; and (iii) Except for the right settlement of a Third Party Claim which involves the payment of money only and for which the Indemnitee is totally indemnified by the Indemnitor, no Third Party Claim may be settled by the Indemnitor without the written consent of the Indemnitee, which consent shall not be unreasonably withheld. Similarly, no Third Party Claim may be settled by the Indemnitee without the written consent of the Indemnitor, which consent shall not be unreasonably withheld. (d) An Indemnified party shall take all reasonable steps within its control to require mitigate any losses upon becoming aware of any event that could reasonably be expected to give rise thereto. (e) Any amount due to an Indemnified Party in connection with a loss suffered or incurred under this Agreement shall be reduced by netting from such loss the amount of any indemnification receivable by the Indemnified Party from a third party (including an insurance claim) with respect to proceed against another Indemnifying Partysuch loss. (f) The representations and warranties provided for in this Agreement shall terminate as provided for in 9.1 above and no party shall suffer liability under this Article IX for a breach thereof subsequent to such date. There shall be no termination of representations and warranties relating to Seller’s fraud, intentional misrepresentation or criminal activities. (g) A Party may only bring claims for indemnification during the thirty-one (31) month period commencing on the Closing Date. No Party shall have any right to pursue indemnification for any matter of which the party had knowledge at Closing). (h) All amounts for which a Party claims indemnity shall be offset by any tax, insurance or other benefit received by the non-breaching Party as a result of the event giving rise to an indemnity claim. (i) The remedies expressly provided for in this Article IX are the Parties’ exclusive remedies with respect to the matters covered by this Agreement, excluding the adjustment described in Section 2.5, and no Party shall be liable to any other remedy in Indemnified Party’s power (if any); and agrees that Indemnified Party may proceed against Indemnifying Party directly and independently of any other Indemnifying Party, and that any extension, forbearance, amendment, or acceptance, release or substitution of security, under this Agreement or any impairment Related Agreement, at law or suspension of Indemnified Party’s remedies or rights against another Indemnifying Party or in equity, with respect to any matter not initiated within the cessation of the liability for indemnification hereunder of another Indemnifying Party for any reason other than full satisfaction of the indemnification obligation at issue, shall not time limits specified in anywise affect the liability of Indemnifying Party hereunderthis Article IX.

General Indemnification Provisions. (a) The Indemnifying indemnified party shall promptly notify the indemnifying party of any claim, demand, action or proceeding for which indemnification is sought under Section 6.2 or 6.3 of this Agreement (such notice to state the nature and basis of the claim, demand, action or proceeding and, if determinable, a good faith, non-binding estimate of the amount relating thereto) and, if such claim, demand, action or proceeding is a claim, demand, action or proceeding by a third party ("Third Party Claim"), the indemnifying party will have the right, at its own expense, to assume the defense thereof using counsel reasonably acceptable to the indemnified party. The indemnified party shall have the right to participate, at its own expense, with respect to any such Third Party Claim. After the indemnifying party has notified the indemnified party of its intention to undertake to defend or settle any such asserted liability, and for so long as the indemnifying party diligently pursues such defense, the indemnifying party shall not be liable for any additional legal expenses incurred by the indemnified party in connection with any defense or settlement of such asserted liability. In connection with any such Third Party Claim, the parties thereto shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such Third Party Claim shall be settled without prior written consent of the indemnified party, which consent may not be unreasonably withheld; provided, however, that if a firm, written offer is made to settle any such Third Party Claim and the indemnifying party proposes to accept such settlement and the indemnified party refuses to consent to such settlement, then: (i) the indemnifying party shall pay such amount to the Indemnified indemnified party; (ii) the indemnifying party shall be excused from, and the indemnified party shall be solely responsible for, all further defense of such Third Party immediately available funds Claim; and (iii) the maximum liability of the indemnifying party relating to such Third Party Claim shall be the amount of the proposed settlement, if the amount thereafter recovered from the indemnified party on an as-incurred basis such Third Party Claim is greater that the amount of the proposed settlement, and, to this end, the indemnified party shall reimburse the indemnifying party for any Losses for additional costs of defense which the Indemnified Party is entitled it subsequently incurs with respect to indemnification hereunder. Any such indemnification payments shall include interest at the rate claims and all additional costs of 5% per annum (computed on the basis of a 360-day year) from the date any such Losses are suffered settlement or sustained by the Indemnified Partyjudgment. (b) If and Any payment pursuant to this Article VI shall be made not later than thirty (30) days after receipt by the extent indemnifying party of written notice from the indemnified party stating that any provision of Section 5.1 is unenforceable for any reason, each Party hereto agrees an indemnifiable amount has been paid to make the maximum contribution to the payment and satisfaction of any Losses as to which such Party would otherwise have been responsible for indemnification which is permissible under applicable Law. (c) Each Indemnifying Party hereby waives (i) presentment, demand, protest, notice of protest, notice of dishonor and notice of nonpayment; (ii) the right, if any, to the benefit of, or to direct the application of, any security hypothecated to Indemnified Party (if any), until all indemnification liability of another Indemnifying Party to Indemnified Party, howsoever arising, shall have been satisfied; (iii) the right to require the Indemnified Party to proceed against another Indemnifying Party, or to pursue any other remedy in Indemnified Party’s power (if any); and agrees that Indemnified Party may proceed against Indemnifying Party directly and independently of any other Indemnifying Partya third party, and that any extension, forbearance, amendment, or acceptance, release or substitution of security, or any impairment or suspension of Indemnified Party’s remedies or rights against another Indemnifying Party or specifying the cessation amount thereof and the amount of the liability for indemnification hereunder of another Indemnifying Party for any reason other than full satisfaction of the indemnification obligation at issue, shall not in anywise affect the liability of Indemnifying Party hereunderindemnity payment requested.

General Indemnification Provisions. (a) The Indemnifying Party shall pay the Indemnified Party immediately available funds on an as-incurred basis for any Losses for which the Indemnified Party is entitled to indemnification hereunder. Any such indemnification payments shall include interest at the rate of 5% per annum compounded annually (computed on the basis of a 360-day year) from the date any such Losses are suffered or sustained by the Indemnified Party. (b) If and to the extent that any provision of Section 5.1 is unenforceable for any reason, each Party hereto agrees to make the maximum contribution to the payment and satisfaction of any Losses as to which such Party would otherwise have been responsible for indemnification which is permissible under applicable Law. (c) Each Indemnifying Party hereby waives (i) presentment, demand, protest, notice of protest, notice of dishonor and notice of nonpayment; (ii) the right, if any, to the benefit of, or to direct the application of, any security hypothecated to Indemnified Party (if any), until all indemnification liability of another Indemnifying Party to Indemnified Party, howsoever arising, shall have been satisfied; (iii) the right to require the Indemnified Party to proceed against another Indemnifying Party, or to pursue any other remedy in Indemnified Party’s power (if any); and agrees that Indemnified Party may proceed against Indemnifying Party directly and independently of any other Indemnifying Party, and that any extension, forbearance, amendment, or acceptance, release or substitution of security, or any impairment or suspension of Indemnified Party’s remedies or rights against another Indemnifying Party or the cessation of the liability for indemnification hereunder of another Indemnifying Party for any reason other than full satisfaction of the indemnification obligation at issue, shall not in anywise affect the liability of Indemnifying Party hereunder.. ARTICLE VI CONFIDENTIAL INFORMATION 6.1

General Indemnification Provisions. (a) The Indemnifying Party indemnified party shall promptly notify the indemnifying party of any claim, demand, action or proceeding for which indemnification is sought under Section 6.2 or 6.3 of this Agreement and, if such claim, demand, action or proceeding is a third party claim, demand, action or proceeding, the indemnifying party will have the right, at its own expense, to assume the defense thereof using counsel reasonably acceptable to the indemnified party, except in the case of a claim that relates to Taxes, as to which Purchaser shall assume the defense, and Seller may, at their sole expense, participate in such defense. The indemnified party shall have the right to participate, at its own expense, with respect to any such third party claim, demand, action or proceeding. In connection with any such third party claim, demand, action or proceeding, the parties thereto shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such third party claim, demand, action or proceeding shall be settled without prior written consent of the indemnified party, provided, however, that if a firm, written offer is made to settle any such third party claim, demand, action or proceeding and the indemnifying party proposes to accept such settlement and the indemnified party refuses to consent to such settlement, then: (i) the indemnifying party shall pay such amount to the Indemnified Party immediately available funds on an as-incurred basis for any Losses for which indemnified party; (ii) the Indemnified Party is entitled indemnifying party shall be excused from, and the indemnified party shall be solely responsible for, all further defense of such third party claim, demand, action or proceeding; and (iii) the maximum liability of the indemnifying party relating to indemnification hereunder. Any such indemnification payments third party claim, demand, action, or proceeding shall include interest at be the rate amount of 5% per annum (computed on the basis of a 360-day year) proposed settlement if the amount thereafter recovered from the date any indemnified party on such Losses are suffered third party claim, demand, action or sustained by proceeding is greater that the Indemnified Partyamount of the proposed settlement. (b) If and Any payment made to or on behalf of any indemnified party shall be increased to such amount as will, after taking into account all Taxes imposed with respect to the extent that any provision accrual or receipt of Section 5.1 is unenforceable for any reasonsuch payment (as the same may be increased pursuant this sentence), each Party hereto agrees to make equal the maximum contribution to amount of the payment and satisfaction otherwise due without considering the taxes payable by such party as a result of any Losses as to which the accrual or receipt of such Party would otherwise have been responsible for indemnification which is permissible under applicable Lawpayment. (c) Each Indemnifying Party hereby waives Upon payment by an indemnified party to a third party of an amount subject to indemnification, the indemnifying party shall discharge its indemnification obligation by paying to the indemnified party an amount equal to the amount paid by the indemnified party to the third party. (d) Unless disputed by the indemnifying parts, any payment pursuant to this Article VI shall be made not later than thirty (30) days after receipt by the indemnifying party of written notice from the indemnified party stating that an indemnifiable amount has been paid to a third party, and specifying the amount thereof and the amount of the indemnity payment requested. (e) Notwithstanding the terms of this Article VI, Seller shall have no liability for indemnification under Sections 6.2 and 6.4 unless and until the aggregate amount of claims for indemnification hereunder equals or exceeds Ten Thousand and No/100 Dollars ($10,000.00) (the "Threshold Amount"). Once the aggregate amount of the claims hereunder equal or exceed the Threshold Amount, Seller shall be liable for the full amount of all such claim amounts, including the Threshold Amount. Purchaser shall not be entitled to recover from Seller, under any circumastances whatsoever, an amount in excess of the sum of (i) presentment, demand, protest, notice the Cash Portion of protest, notice of dishonor and notice of nonpayment; Purchase Price plus (ii) the right, if any, to Royalties paid during the benefit of, or to direct the application of, any security hypothecated to Indemnified Party (if any), until all indemnification liability term set forth in Section 1.2(b)(E) of another Indemnifying Party to Indemnified Party, howsoever arising, shall have been satisfied; (iii) the right to require the Indemnified Party to proceed against another Indemnifying Party, or to pursue any other remedy in Indemnified Party’s power (if any); and agrees that Indemnified Party may proceed against Indemnifying Party directly and independently of any other Indemnifying Party, and that any extension, forbearance, amendment, or acceptance, release or substitution of security, or any impairment or suspension of Indemnified Party’s remedies or rights against another Indemnifying Party or the cessation of the liability for indemnification hereunder of another Indemnifying Party for any reason other than full satisfaction of the indemnification obligation at issue, shall not in anywise affect the liability of Indemnifying Party hereunderthis Agreement.

General Indemnification Provisions. (a) The Indemnifying Party shall pay the Indemnified Party immediately available funds on an as-incurred basis for any Losses for which the Indemnified Party is entitled to indemnification hereunderunder this Article XII. Any such indemnification payments shall include interest at the rate of 5% per annum compounded annually (computed on the basis of a 360-day year) from the date any such Losses are suffered or sustained by the Indemnified Party. (b) If and to the extent that any provision of Section 5.1 12.2 or Section 12.3 is unenforceable for any reason, each Party party hereto agrees to make the maximum contribution to the payment and satisfaction of any Losses as to which such Party party would otherwise have been responsible for indemnification pursuant to Section 12.4 which is permissible under applicable Law. (c) Each Indemnifying Party hereby waives (i) presentment, demand, protest, notice of protest, notice of dishonor and notice of nonpayment; (ii) the right, if any, to the benefit of, or to direct the application of, any security hypothecated to the Indemnified Party (if any), until all indemnification liability of another Indemnifying Party to the Indemnified Party, howsoever arising, shall have been satisfied; (iii) the right to require the Indemnified Party to proceed against another Indemnifying Party, or to pursue any other remedy in the Indemnified Party’s power (if any); and agrees that Indemnified Party may proceed against Indemnifying Party directly and independently of any other Indemnifying Party, and that any extension, forbearance, amendment, or acceptance, release or substitution of security, or any impairment or suspension of Indemnified Party’s remedies or rights against another Indemnifying Party or the cessation of the liability for indemnification hereunder of another Indemnifying Party for any reason other than full satisfaction of the indemnification obligation at issue, shall not in anywise affect the liability of Indemnifying Party hereunder.

General Indemnification Provisions. (a) The Indemnifying indemnified party shall promptly notify the indemnifying party of any claim, demand, action or proceeding for which indemnification is sought under Section 6.2 or 6.3 of this Agreement (such notice to state the nature and basis of the claim, demand, action or proceeding and, if determinable, a good faith, non-binding estimate of the amount relating thereto) and, if such claim, demand, action or proceeding is a claim, demand, action or proceeding by a third party ("Third Party Claim"), the indemnifying party will have the right, at its ----------------- own expense, to assume the defense thereof using counsel reasonably acceptable to the indemnified party, except in the case of a claim that relates to Taxes, as to which Purchaser shall assume the defense, and the Shareholders may, at their sole expense, participate in such defense. The indemnified party shall have the right to participate, at its own expense, with respect to any such Third Party Claim. After the indemnifying party has notified the indemnified party of its intention to undertake to defend or settle any such asserted liability, and for so long as the indemnifying party diligently pursues such defense, the indemnifying party shall not be liable for any additional legal expenses incurred by the indemnified party in connection with any defense or settlement of such asserted liability. In connection with any Third Party Claim, the parties thereto shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such Third Party Claim shall be settled without prior written consent of the indemnified party which consent may not be unreasonably withheld; provided, however, that if a -------- ------- firm, written offer is made to settle any such Third Party Claim and the indemnifying party proposes to accept such settlement and the indemnified party refuses to consent to such settlement, then: (i) the indemnifying party shall pay such amount to the Indemnified indemnified party; (ii) the indemnifying party shall be excused from, and the indemnified party shall be solely responsible for, all further defense of such Third Party immediately available funds Claim; and (iii) the maximum liability of the indemnifying party relating to such Third Party Claim shall be the amount of the proposed settlement, if the amount thereafter recovered from the indemnified party on an as-incurred basis such Third Party Claim is greater than the amount of the proposed settlement, and, to this end, the indemnified party shall reimburse the indemnifying party for any Losses for additional costs of defense which the Indemnified Party is entitled it subsequently incurs with respect to indemnification hereunder. Any such indemnification payments shall include interest at the rate claims and all additional costs of 5% per annum (computed on the basis of a 360-day year) from the date any such Losses are suffered settlement or sustained by the Indemnified Partyjudgment. (b) If and Any payment pursuant to this Article VI shall be made not later than thirty (30) days after receipt by the extent indemnifying party of written notice from the indemnified party stating that any provision of Section 5.1 is unenforceable for any reason, each Party hereto agrees an indemnifiable amount has been paid to make the maximum contribution to the payment and satisfaction of any Losses as to which such Party would otherwise have been responsible for indemnification which is permissible under applicable Law. (c) Each Indemnifying Party hereby waives (i) presentment, demand, protest, notice of protest, notice of dishonor and notice of nonpayment; (ii) the right, if any, to the benefit of, or to direct the application of, any security hypothecated to Indemnified Party (if any), until all indemnification liability of another Indemnifying Party to Indemnified Party, howsoever arising, shall have been satisfied; (iii) the right to require the Indemnified Party to proceed against another Indemnifying Party, or to pursue any other remedy in Indemnified Party’s power (if any); and agrees that Indemnified Party may proceed against Indemnifying Party directly and independently of any other Indemnifying Partya third party, and that any extension, forbearance, amendment, or acceptance, release or substitution of security, or any impairment or suspension of Indemnified Party’s remedies or rights against another Indemnifying Party or specifying the cessation amount thereof and the amount of the liability for indemnification hereunder of another Indemnifying Party for any reason other than full satisfaction of the indemnification obligation at issue, shall not in anywise affect the liability of Indemnifying Party hereunderindemnity payment requested.