Common use of Indemnification Notice Clause in Contracts

Indemnification Notice. If a Purchaser Indemnitee intends to exercise its right to indemnification provided in this Article 8, such Purchaser Indemnitee shall provide the party or parties from whom the indemnification will be sought (the "Indemnitor") at least fifteen (15) days prior written notice (the "Indemnification Notice") of such Purchaser Indemnitee's intention to do so and the facts or circumstances giving rise to the claim ("Indemnification Claim"). Nothing contained herein shall preclude any Purchaser Indemnitee from taking any actions deemed reasonably necessary or appropriate in response to any third party claims during such interim period. An Indemnification Claim may, at the option of Purchaser Indemnitee, be asserted as soon as any situation, event or occurrence has been noticed by Purchaser Indemnitee regardless whether actual harm has been suffered or out-of-pocket expenses incurred. During such fifteen (15) day period, the Indemnitor shall be entitled to cure the defect or situation giving rise to the Indemnification Claim to the satisfaction of Purchaser Indemnitee. If the Indemnitor is unwilling or unable to cure the defect giving rise to the Indemnification Claim during such fifteen (15) period, Purchaser Indemnitee may, on the sixteenth (16th) day after the Indemnification Notice, seek indemnification as provided in this Article 8.

Indemnification Notice. Should any party (the "Indemnified Party") suffer any loss, damage or expense for which another party (the "Indemnifying Party") is obligated to indemnify and hold such Indemnified Party harmless pursuant to this Section 12 of this Agreement, the following shall apply: If a Purchaser Indemnitee an Indemnified Party intends to exercise its right to indemnification provided in this Article 8Section 12, such Purchaser Indemnitee Indemnified Party shall provide the party or parties from whom the indemnification will be sought (the "Indemnitor") at least fifteen (15) days prior written notice (the "Indemnification Notice") notify each Indemnifying Party in writing of such Purchaser IndemniteeIndemnified Party's intention to do so and the facts or circumstances giving rise to the claim (the "Indemnification Claim"). Nothing contained herein shall preclude any Purchaser Indemnitee from taking any actions deemed reasonably necessary or appropriate in response to any third party claims during such interim period. An Indemnification Claim mayClaim, at the option of Purchaser Indemniteethe Indemnified Party, may be asserted as soon as any situation, event or occurrence has been noticed by Purchaser Indemnitee the Indemnified Party regardless of whether actual harm has been suffered or out-of-of- pocket expenses incurred. During such fifteen (15) day periodthe period of 15 days after notice by the Indemnified Party, the Indemnitor each Indemnifying Party shall be entitled to cure the defect or situation giving rise to the Indemnification Claim to the satisfaction of Purchaser Indemniteethe Indemnified Party. If the Indemnitor is Indemnifying Parties are unwilling or unable to cure the defect giving rise to the Indemnification Claim during such fifteen (the 15) -day period, Purchaser Indemnitee may, on the sixteenth (16th) day after the Indemnification Notice, seek Indemnified Party shall thereafter be entitled to indemnification as provided in this Article 8Section 12.

Indemnification Notice. Should any party (the "Indemnified Party") suffer any loss, damage or expense for which another party (the "Indemnifying Party") is obligated to indemnify and hold such Indemnified Party harmless pursuant to this Section 12 of this Agreement, the following shall apply: If a Purchaser Indemnitee an Indemnified Party intends to exercise its right to indemnification provided in this Article 8Section 12, such Purchaser Indemnitee Indemnified Party shall provide the party or parties from whom the indemnification will be sought (the "Indemnitor") at least fifteen (15) days prior written notice (the "Indemnification Notice") notify each Indemnifying Party in writing of such Purchaser IndemniteeIndemnified Party's intention to do so and the facts or circumstances giving rise to the claim (the "Indemnification Claim"). Nothing contained herein shall preclude any Purchaser Indemnitee from taking any actions deemed reasonably necessary or appropriate in response to any third party claims during such interim period. An Indemnification Claim mayClaim, at the option of Purchaser Indemniteethe Indemnified Party, may be asserted as soon as any situation, event or occurrence has been noticed by Purchaser Indemnitee the Indemnified Party regardless of whether actual harm has been suffered or out-of-pocket expenses incurred. During such fifteen (15) day periodthe period of 15 days after notice by the Indemnified Party, the Indemnitor each Indemnifying Party shall be entitled to cure the defect or situation giving rise to the Indemnification Claim to the satisfaction of Purchaser Indemniteethe Indemnified Party. If the Indemnitor is Indemnifying Parties are unwilling or unable to cure the defect giving rise to the Indemnification Claim during such fifteen (the 15) -day period, Purchaser Indemnitee may, on the sixteenth (16th) day after the Indemnification Notice, seek Indemnified Party shall thereafter be entitled to indemnification as provided in this Article 8Section 12.

Indemnification Notice. If a Purchaser Indemnitee intends The party seeking indemnification under this Section 9 agrees to exercise its right give prompt notice to indemnification provided in this Article 8, such Purchaser Indemnitee shall provide the party or parties from against whom the indemnification will indemnity may be sought (the "Indemnitor") at least fifteen (15) days prior written notice (the "Indemnification NoticeIndemnifying Party") of the assertion of any claim or the commencement of any suit, action or proceeding in respect of which indemnity may be sought under this section; provided, however, that in the event such Purchaser Indemnitee's intention to do so notice is not given or is delayed and the facts or circumstances giving rise to Indemnifying Party is not prejudiced thereby, the claim ("Indemnification Claim")Indemnified Party's rights hereunder shall not be affected. Nothing contained herein The Indemnified Party shall preclude any Purchaser Indemnitee from taking any actions deemed reasonably necessary or appropriate in response to any third party claims during such interim period. An Indemnification Claim mayhave the right, at the option Indemnifying Party's expense (limited only to the extent that any and all costs incurred by the Indemnified Party, including attorneys' fees, shall be reasonable), to control the defense and the Indemnified Party shall not settle the matter without the consent of Purchaser Indemniteethe Indemnifying Party, which consent shall not be asserted as soon as any situation, event or occurrence has been noticed unreasonably withheld. The Indemnifying Party shall have the right to participate in such defense by Purchaser Indemnitee regardless whether actual harm has been suffered or out-of-pocket expenses incurrednotice to the Indemnified Party. During such fifteen (15) day periodIf upon the Indemnified Party's consent, the Indemnitor Indemnifying Party assumes such defense, the Indemnifying Party shall not settle the matter without the consent of the Indemnified Party, which consent shall not be entitled to cure the defect or situation giving rise to the Indemnification Claim to the satisfaction of Purchaser Indemnitee. If the Indemnitor is unwilling or unable to cure the defect giving rise to the Indemnification Claim during such fifteen (15) period, Purchaser Indemnitee may, on the sixteenth (16th) day after the Indemnification Notice, seek indemnification as provided in this Article 8unreasonably withheld.

Indemnification Notice. Should any party (the "Indemnified Party") suffer any loss, damage or expense for which another party (the "Indemnifying Party") is obligated to indemnify and hold such Indemnified Party harmless pursuant to this Section 9 of this Agreement, the following shall apply: If a Purchaser Indemnitee an Indemnified Party intends to exercise its right to indemnification provided in this Article 8Section 9, such Purchaser Indemnitee Indemnified Party shall provide the party or parties from whom the indemnification will be sought (the "Indemnitor") at least fifteen (15) days prior written notice (the "Indemnification Notice") notify each Indemnifying Party in writing of such Purchaser IndemniteeIndemnified Party's intention to do so and the facts or circumstances giving rise to the claim (the "Indemnification Claim"). Nothing contained herein shall preclude any Purchaser Indemnitee from taking any actions deemed reasonably necessary or appropriate in response to any third party claims during such interim period. An Indemnification Claim mayClaim, at the option of Purchaser Indemniteethe Indemnified Party, may be asserted as soon as any situation, event or occurrence has been noticed by Purchaser Indemnitee the Indemnified Party regardless of whether actual harm has been suffered or out-of-pocket expenses incurred. During such the period of fifteen (15) day perioddays after notice by the Indemnified Party, the Indemnitor each Indemnifying Party shall be entitled to cure the defect or situation giving rise to the Indemnification Claim to the satisfaction of Purchaser Indemniteethe Indemnified Party. If the Indemnitor is Indemnifying Parties are unwilling or unable to cure the defect giving rise to the Indemnification Claim during such the fifteen (15) day period, Purchaser Indemnitee may, on the sixteenth (16th) day after the Indemnification Notice, seek Indemnified Party shall thereafter be entitled to indemnification as provided in this Article 8Section 9.

Indemnification Notice. If a Purchaser Indemnitee any Person intends to exercise its right to ---------------------- indemnification provided in this Article 88 (an "Indemnitee"), such Purchaser Indemnitee shall provide the party or parties from whom the indemnification will be sought (the "Indemnitor") at least fifteen (15) days prior written notice (the "Indemnification Notice") of such Purchaser Indemnitee's intention to do so and the facts or circumstances giving rise to the claim ("Indemnification Claim"). Nothing contained herein shall preclude any Purchaser Indemnitee from taking any actions deemed reasonably necessary or appropriate in response to any third party claims during such interim period. An Indemnification Claim may, at the option of Purchaser Indemnitee, be asserted as soon as any situation, event PLAN AND AGREEMENT OF MERGER - Page 14 ---------------------------- or occurrence has been noticed by Purchaser Indemnitee regardless whether actual harm has been suffered or out-of-pocket expenses incurred. During such fifteen (15) day period, the Indemnitor shall be entitled to cure the defect or situation giving rise to the Indemnification Claim to the satisfaction of Purchaser Indemnitee. If the Indemnitor is unwilling or unable to cure the defect giving rise to the Indemnification Claim during such fifteen (15) period, Purchaser Indemnitee may, on the sixteenth (16th) day after the Indemnification Notice, seek indemnification as provided in this Article 8.

Indemnification Notice. (a) Upon obtaining knowledge thereof, the indemnified party shall promptly notify the indemnifying party, in writing, of any facts or circumstances which may give rise to a right of indemnification under Section 5.01 hereof ("Notice of Claim"). The Notice of Claim shall specify the nature and details of such facts and circumstances (including any amount claimed) which may give rise to such right of indemnification. The indemnifying party shall not be obligated to indemnify an indemnified party for the increased amount of any claim or other matter which would otherwise have been payable to the extent such increase results from a failure to reasonably and promptly provide a Notice of Claim. (b) If the claim or demand set forth in the Notice of Claim relates to a Purchaser Indemnitee intends to exercise its claim or demand asserted by a third party (a "Third Party Claim"), the indemnifying party shall have the right to indemnification provided employ counsel acceptable to the indemnified party to defend any such claim or demand, and the indemnified party shall have the right to participate in this Article 8the defense of any such Third Party Claim. The indemnifying party shall notify the indemnified party, such Purchaser Indemnitee shall provide the party or parties from whom the indemnification will be sought (the "Indemnitor") at least in writing, within fifteen (15) days prior written notice after the Date of the Notice of Claim (as hereinafter defined), of their decision to defend in good faith any Third Party Claim. So long as the "Indemnification Notice") of indemnifying party is defending in good faith any such Purchaser Indemnitee's intention to do so and Third Party Claim, the facts indemnified party shall not settle or circumstances giving rise compromise such Third Party Claim. The indemnified party shall make available to the claim ("Indemnification Claim"). Nothing contained herein indemnifying party or its representatives all records and other materials reasonably required by them for their use in contesting any Third Party Claim and shall preclude any Purchaser Indemnitee from taking any actions deemed reasonably necessary or appropriate cooperate with the indemnifying party in response to any third party claims during such interim period. An Indemnification Claim may, at the option of Purchaser Indemnitee, be asserted as soon as any situation, event or occurrence has been noticed by Purchaser Indemnitee regardless whether actual harm has been suffered or out-of-pocket expenses incurred. During such fifteen (15) day period, the Indemnitor shall be entitled to cure the defect or situation giving rise to the Indemnification Claim to the satisfaction of Purchaser Indemniteeconnection therewith. If the Indemnitor indemnifying party does not so elect to defend any such Third Party Claim, the indemnified party shall have no obligation to do so. (c) As soon as is unwilling or unable reasonably practicable after the Date of the Notice of Claim (as hereinafter defined), the indemnified party and the indemnifying party shall endeavor to cure agree upon the defect giving rise amount, if any, to which the Indemnification Claim during such fifteen (15) period, Purchaser Indemnitee mayindemnified party is entitled under this Article V. In the event the indemnifying party, on the sixteenth (16th) day after one hand, and the Indemnification Noticeindemnified party are unable to reach agreement upon the right of the indemnified party to indemnification hereunder, seek or upon the amount of any such indemnification as provided in this Article 8hereunder, either the indemnified party or the indemnifying party may submit such dispute to any court of competent jurisdiction for resolution.

Indemnification Notice. (a) The indemnified party shall notify the indemnifying party, in writing, of any facts or circumstances which may give rise to a right of indemnification under Article XII of this Agreement ("Notice of Claim"). The Notice of Claim shall specify the nature and details of such facts and circumstances (including any amount claimed, if known) which may give rise to such right of indemnification. The failure of the indemnified party to promptly provide a Notice of Claim shall not relieve the indemnifying party of its obligations hereunder, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. (b) If the claim or demand set forth in the Notice of Claim relates to a Purchaser Indemnitee intends to exercise its claim or demand asserted by a third party (a "Third Party Claim"), the indemnifying party shall have the right to indemnification provided employ counsel reasonably acceptable to the indemnified party to defend any such claim or demand and the indemnified party, at its sole cost and expense, shall have the right to participate in this Article 8the defense of any such Third Party Claim. The indemnifying party shall notify the indemnified party, such Purchaser Indemnitee shall provide the party or parties from whom the indemnification will be sought (the "Indemnitor") at least in writing, within fifteen (15) days prior written notice after the date of the Notice of Claim, of its decision to defend in good faith any Third Party Claim. So long as the indemnifying party is defending in good faith any such Third Party Claim, the indemnified party shall not settle or compromise such Third Party Claim. If the indemnifying party does not so elect to defend any such Third Party Claim, the indemnified party shall have the right, but not the obligation, to undertake the defense, compromise or final determination thereof. (c) If the "Indemnification Notice") indemnifying party has undertaken defense of such Purchaser Indemnitee's intention to do so a Third Party Claim and if there is a reasonable probability that the facts Third Party Claim may materially and adversely affect the indemnified party or circumstances giving rise to the claim ("Indemnification Claim"). Nothing contained herein shall preclude any Purchaser Indemnitee from taking any actions deemed reasonably necessary Business other than as a result of money damages or appropriate in response to any third party claims during such interim period. An Indemnification Claim mayother money payments, then the indemnified party, at the option reasonable expense of Purchaser Indemniteethe indemnifying party, shall have the right to joint control of the defense, compromise or settlement of such Third Party Claim; PROVIDED, HOWEVER, that if the Third Party Claim may be asserted settled in full without any acknowledgment of liability solely by the payment of money and the indemnifying party is willing to pay the money to settle the claim but the indemnified party is not, then the indemnifying party may elect to pay that amount of money to the indemnified party and thereafter have no further obligation with respect to such Third Party Claim or any fees or expenses related thereto and the indemnified party shall indemnify the indemnifying party with respect to same. Notwithstanding the foregoing, the indemnifying party shall not be liable for any compromise or settlement of any action, suit or other proceeding effected without its written consent, which shall not be unreasonably withheld or delayed. (d) The indemnified party shall make available to the indemnifying party or its representatives all records and other materials reasonably required by them for their use in contesting any Third Party Claim and shall cooperate with the indemnifying party in connection therewith. (e) Neither the indemnified party or the indemnifying party shall, without the written consent of the other, settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the indemnified party and the indemnifying party and their respective affiliates a release from all liability in respect of such Third Party Claim. (f) As soon as any situation, event or occurrence has been noticed by Purchaser Indemnitee regardless whether actual harm has been suffered or out-of-pocket expenses incurred. During such fifteen (15) day periodis reasonably practicable after Notice of Claim is deemed delivered to the receiving party, the Indemnitor indemnified party and the indemnifying party shall be endeavor to agree upon the amount, if any, to which the indemnified party is entitled to cure the defect or situation giving rise to the Indemnification Claim to the satisfaction of Purchaser Indemnitee. If the Indemnitor is unwilling or unable to cure the defect giving rise to the Indemnification Claim during such fifteen (15) period, Purchaser Indemnitee may, on the sixteenth (16th) day after the Indemnification Notice, seek indemnification as provided in under this Article 8XII.

Indemnification Notice. If In the event that (i) an event occurs which gives a Purchaser Indemnitee intends to exercise its person or entity a right to indemnification provided in this Article 8hereunder or (ii) any third party claim is asserted against a person or entity with respect to which such person or entity is entitled to indemnification hereunder, such Purchaser Indemnitee shall provide the party person or parties from whom the indemnification will be sought entity (the "IndemnitorIndemnified Party") at least fifteen (15) shall, within 60 days prior written notice (of the "Indemnification Notice") later of such Purchaser Indemnitee's intention to do so and the facts or circumstances occurrence of the event giving rise to the claim or the date that the indemnified party learned of such claim (provided, however, that if a claim arises by virtue of litigation, then in no event less than 10 days prior to the date in which an appearance or answer is due, whichever is earlier), notify the person or entity obligated to indemnify it (the "Indemnification ClaimIndemnifying Party")) of such claim by delivery of a written notice describing the claim and indicating the basis for indemnification hereunder. Nothing contained herein The Indemnifying Party will have the right, upon written notice to the Indemnified Party within 10 days after receipt from the Indemnified Party of notice of such claim, to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party. In the event that the Indemnifying Party fails to give such notice, it will be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party will have the right to conduct such defense and, only with the prior consent of the Indemnifying Party which will not be unreasonably withheld, to compromise and settle the claim. In the event that the Indemnifying Party does elect to conduct the defense of the subject claim, the Indemnified Party shall preclude any Purchaser Indemnitee from taking any actions deemed cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably necessary or appropriate in response to any third party claims during such interim period. An Indemnification Claim mayrequested by it, all at the option expense of Purchaser Indemniteethe Indemnifying Party and the Indemnified Party will have the right at its expense to participate in the defense, provided that the Indemnified Party will have the right to compromise and settle the claim only with the prior written consent of the Indemnifying Party. Any settlement to which the Indemnifying Party has consented in writing will conclusively be asserted as soon as any situation, event or occurrence has been noticed by Purchaser Indemnitee regardless whether actual harm has been suffered or out-of-pocket expenses incurred. During such fifteen (15) day period, deemed to be an obligation with respect to which the Indemnitor shall be Indemnified Party is entitled to cure the defect or situation giving rise to the Indemnification Claim to the satisfaction of Purchaser Indemnitee. If the Indemnitor is unwilling or unable to cure the defect giving rise to the Indemnification Claim during such fifteen (15) period, Purchaser Indemnitee may, on the sixteenth (16th) day after the Indemnification Notice, seek indemnification as provided in this Article 8hereunder.

Indemnification Notice. If a Purchaser Indemnitee intends to exercise its right to indemnification provided in this Article 87, such Purchaser Indemnitee shall provide the party or parties from whom the indemnification will be sought (the "Indemnitor") at least fifteen (15) days prior written notice (the "Indemnification Notice") of such Purchaser Indemnitee's intention to do so and the facts or circumstances giving rise to the claim ("Indemnification Claim"). Nothing contained herein shall preclude any Purchaser Indemnitee from taking any actions deemed reasonably necessary or appropriate in response to any third party claims during such interim period. An Indemnification Claim may, at the option of the Purchaser Indemnitee, be asserted as soon as any situation, event or occurrence has been noticed by the Purchaser Indemnitee regardless whether actual harm has been suffered or out-of-pocket expenses incurred. During such fifteen (15) day period, the Indemnitor shall be entitled to cure the defect or situation giving rise to the Indemnification Claim to the satisfaction of the Purchaser Indemnitee. If the Indemnitor is unwilling or unable to cure the defect giving rise to the Indemnification Claim during such fifteen (15) period, the Purchaser Indemnitee may, on the sixteenth (16th) day after the Indemnification Notice, seek indemnification as provided in this Article 87.

Indemnification Notice. (A) The indemnified party shall notify the indemnifying party, in writing, of any facts or circumstances which may give rise to a right of indemnification under Section 10.1 of this Agreement ("Notice of Claim"). The Notice of Claim shall specify the nature and details of such facts and circumstances (including any amount claimed, if known) which may give rise to such right of indemnification. The failure of the indemnified party to promptly provide a Notice of Claim shall not relieve the indemnifying party of its obligations hereunder, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. (B) If the claim or demand set forth in the Notice of Claim relates to a Purchaser Indemnitee intends to exercise its claim or demand asserted by a third party (a "Third Party Claim"), the indemnifying party shall have the right to indemnification provided employ counsel reasonably acceptable to the indemnified party, to defend any such claim or demand and the indemnified party, at its sole cost and expense, shall have the right to participate in this Article 8the defense of any such Third Party Claim. The indemnifying party shall notify the indemnified party, such Purchaser Indemnitee shall provide the party or parties from whom the indemnification will be sought (the "Indemnitor") at least in writing, within fifteen (15) days after the date of the Notice of Claim, of its decision to defend in good faith any Third Party Claim. So long as the indemnifying party is defending in good faith any such Third Party Claim, the indemnified party shall not settle or compromise such Third Party Claim without the prior written notice consent of the indemnifying party, which consent shall not be unreasonably withheld or delayed. If the indemnifying party does not so elect to defend any such Third Party Claim, the indemnified party shall have the right, but not the obligation, to undertake the defense thereof, but shall not compromise or settle such Third Party Claim without the prior written consent of the indemnifying party, which consent shall not be unreasonably withheld or delayed. (C) If the "Indemnification Notice") indemnifying party has undertaken defense of such Purchaser Indemnitee's intention to do so a Third Party Claim and if there is a reasonable probability that the facts Third Party Claim may materially and adversely affect the indemnified party other than as a result of money damages or circumstances giving rise to other money payments, then the claim ("Indemnification Claim"). Nothing contained herein shall preclude any Purchaser Indemnitee from taking any actions deemed reasonably necessary or appropriate in response to any third party claims during such interim period. An Indemnification Claim mayindemnified party, at the option reasonable expense of Purchaser Indemniteethe indemnifying party, be asserted as soon as any situationshall have the right to joint control of the defense, event or occurrence has been noticed by Purchaser Indemnitee regardless whether actual harm has been suffered or out-of-pocket expenses incurred. During such fifteen (15) day period, the Indemnitor shall be entitled to cure the defect or situation giving rise to the Indemnification Claim to the satisfaction of Purchaser Indemnitee. If the Indemnitor is unwilling or unable to cure the defect giving rise to the Indemnification Claim during such fifteen (15) period, Purchaser Indemnitee may, on the sixteenth (16th) day after the Indemnification Notice, seek indemnification as provided in this Article 8.compromise or

Indemnification Notice. If a) Any Indemnified Party seeking indemnification under this Agreement shall give the Shareholders’ Representative notice of any matter that such Indemnified Party has determined has given rise to a Purchaser Indemnitee intends right of indemnification under this Agreement, prior to exercise its the expiration of the applicable representations and warranties as set forth in Section 9.01. Such Indemnification Notice shall specify (i) the specific provisions of this Agreement in respect of which such right to of indemnification provided in this Article 8is claimed or arises (ii) the amount of Damages being claimed by the Indemnified Party, if known, and method of computation thereof, and (iii) the facts and circumstances supporting such Purchaser Indemnitee shall provide the party or parties from whom the indemnification will be sought claim (the "Indemnitor") at least fifteen (15) days prior written notice (the "an “Indemnification Notice") of such Purchaser Indemnitee's intention to do so and the facts or circumstances giving rise ”). The Shareholders’ Representative may object in a written statement to the claim made by the Indemnified Party in an Indemnification Notice by delivering a notice of such objection to the Indemnified Party prior to the expiration of the thirtieth ("30th) day after delivery of the Indemnification Claim"Notice to the Shareholders’ Representative (an “Objection Notice”). Nothing contained herein shall preclude any Purchaser Indemnitee from taking any actions deemed reasonably necessary or appropriate If the Shareholders’ Representative does not object in response to any third party claims during writing within such interim period. An Indemnification Claim may, at the option of Purchaser Indemnitee, be asserted as soon as any situation, event or occurrence has been noticed by Purchaser Indemnitee regardless whether actual harm has been suffered or out30-of-pocket expenses incurred. During such fifteen (15) day period, the Indemnitor such failure to so object shall be an irrevocable acknowledgment by the Shareholders’ Representative that the Indemnified Party is entitled to cure the defect or situation giving rise to the Indemnification Claim to the satisfaction full amount of Purchaser Indemnitee. If the Indemnitor is unwilling or unable to cure the defect giving rise to the Indemnification Claim during Damages set forth in such fifteen (15) period, Purchaser Indemnitee may, on the sixteenth (16th) day after the Indemnification Notice, seek indemnification as provided in this Article 8.

Indemnification Notice. If In the event that any third party claim is asserted against a Purchaser Indemnitee intends Person with respect to exercise its right which such Person is entitled to indemnification provided in this Article 8hereunder, such Purchaser Indemnitee shall provide the party or parties from whom the indemnification will be sought Person (the "IndemnitorIndemnified Party") at least fifteen (15) shall, within 60 days prior written notice (of the "Indemnification Notice") later of such Purchaser Indemnitee's intention to do so and the facts or circumstances occurrence of the event giving rise to the claim or the date that the Indemnified Party learned of such claim (provided, however, that if a claim arises by virtue of litigation, then in no event less than 10 days prior to the date in which an appearance or answer is due, whichever is earlier), notify the Person obligated to indemnify it (the "Indemnification ClaimIndemnifying Party")) of such claim by delivery of a written notice describing the claim and indicating the basis for indemnification hereunder; provided that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. Nothing contained herein The Indemnifying Party shall preclude any Purchaser Indemnitee have the right, upon written notice to the Indemnified Party within 10 days after receipt from taking any actions the Indemnified Party of notice of such claim, to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party. In the event that the Indemnifying Party fails to give such notice, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party shall have the right to conduct such defense and, only with the prior consent of the Indemnifying Party which shall not be unreasonably withheld, to compromise and settle the claim. In the event that the Indemnifying Party does elect to conduct the defense of the subject claim, the indemnified party shall cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably necessary or appropriate in response to any third party claims during such interim period. An Indemnification Claim mayrequested by it, all at the option expense of Purchaser Indemniteethe Indemnifying Party and the Indemnified Party shall have the right at its expense to participate in the defense, provided that the Indemnified Party will have the right to compromise and settle the claim only with the prior written consent of the Indemnifying Party. Any settlement to which the Indemnifying Party shall have consented in writing shall conclusively be asserted as soon as any situation, event or occurrence has been noticed by Purchaser Indemnitee regardless whether actual harm has been suffered or out-of-pocket expenses incurred. During such fifteen (15) day period, deemed to be an obligation with respect to which the Indemnitor shall be Indemnified Party is entitled to cure the defect or situation giving rise to the Indemnification Claim to the satisfaction of Purchaser Indemnitee. If the Indemnitor is unwilling or unable to cure the defect giving rise to the Indemnification Claim during such fifteen (15) period, Purchaser Indemnitee may, on the sixteenth (16th) day after the Indemnification Notice, seek indemnification as provided in this Article 8hereunder.

Indemnification Notice. (a) If CMI or the Sellers’ Representative, on behalf of the Sellers, as the case may be (as applicable, the “Indemnified Party“) believes that it has a Purchaser Indemnitee intends claim under this Agreement for Losses (a “Claim”), the Indemnified Party shall so notify the indemnifying party (“Indemnifying Party“) in writing (the “Claim Notice“), which Claim Notice shall include (i) a description of the type and basis of such Claim and (ii) a good faith estimate of the amount of Losses in connection therewith to exercise its right the extent known or reasonably determinable (the “Indemnity Claim Amount“). If CMI believes it has a Claim against the Sellers (as a group) pursuant to indemnification provided in Section 9.1(a), the Sellers’ Representative shall act on behalf of the Sellers (subject to Section 11.10(c)) and shall be the “Indemnifying Party” for purposes of this Article 89 (provided, that notwithstanding anything herein to the contrary, each Seller shall be responsible for its Seller Proportionate Shares of any applicable Loss with respect to such Purchaser Indemnitee Claim). If CMI believes it has a Claim against one or more specific Sellers pursuant to Section 9.1(c), each such Seller shall provide be an “Indemnifying Party” for purposes of this Article 9. A Claim Notice with respect to a Claim for breach or inaccuracy of any representation and warranty, or for a breach of any covenant or agreement, must be made prior to the party or parties from whom expiration of the indemnification will be sought applicable survival period set forth in Section 9.2. Within thirty (30) days of receipt of the Claim Notice (the "Indemnitor"“Objection Period“), the Indemnifying Party may object (a “Claim Objection“) to any matter, including the basis and amount of such Claim, set forth in such Claim Notice by delivering to the Indemnified Party written notice setting forth such objections in reasonable detail. If the Indemnified Party does not receive a Claim Objection within the Objection Period, then the Indemnifying Party shall be deemed to have acknowledged and agreed with the correctness of such Indemnity Claim Amount for the full amount thereof and shall thereafter be precluded from disputing such Indemnity Claim Amount. The Claim Objection shall set forth (i) in reasonable detail the reasons for the objection to the Claim, and (ii) the amount of the Indemnity Claim Amount which is disputed, to the extent known or reasonably determinable. If the Indemnifying Party delivers a timely Claim Objection to an Indemnified Party, the Indemnified Party shall not be entitled to recoupment for such Claim under Section 9.5 until such Claim is finally resolved by (x) a court of competent jurisdiction from which no appeal may be taken or (y) the written agreement of the Indemnified Party and the Indemnifying resolving such dispute (such final determination by a court of competent jurisdiction or written agreement being a “Final Determination”) setting forth the amount, if any, which the Indemnified Party is entitled to receive (such amount, the “Final Indemnity Claim Amount”). (b) If, within the applicable survival period set forth in Section 9.2, any third party shall notify any Indemnified Party with respect to any third party claim or the commencement of any investigation by any Governmental Authority which may give rise to a Claim for indemnification against any Indemnifying Party under this Article 9, then the Indemnified Party shall notify the Indemnifying Party thereof promptly (such Claim, a “Third Party Claim”); provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is actually and materially prejudiced. The Indemnifying Party shall have the right, but not the obligation, to defend against and to assume the defense of any Third Party Claim and any related action, suit or proceeding, in its name or in the name of the Indemnified Party, at least the Indemnifying Party’s expense with counsel of the Indemnifying Party’s choosing (which counsel shall be reasonably satisfactory to the Indemnified Party), if the Indemnifying Party provides written notice (in which notice, the Indemnifying Party agrees that the Indemnified Party is entitled to full indemnification hereunder from the Indemnifying Party with respect to the applicable Third Party Claim), to the Indemnified Party within fifteen (15) days prior written notice after receipt of a Third Party Claim; provided, that (i) the "Indemnification Notice") of such Purchaser Indemnitee's intention to do so and the facts or circumstances giving rise to the claim ("Indemnification Claim"). Nothing contained herein shall preclude any Purchaser Indemnitee from taking any actions deemed reasonably necessary or appropriate in response to any third party claims during such interim period. An Indemnification Claim may, at the option of Purchaser Indemnitee, be asserted as soon as any situation, event or occurrence has been noticed by Purchaser Indemnitee regardless whether actual harm has been suffered or out-of-pocket expenses incurred. During such fifteen (15) day period, the Indemnitor Indemnifying Party shall be entitled to cure direct the defect or situation giving rise defense for only so long as the Indemnifying Party conducts the defense in an active and diligent manner and (ii) the Third Party Claim is not in respect of any matter involving criminal liability. The Indemnified Party is hereby authorized (upon reasonable prior written notice to the Indemnification Claim Indemnifying Party), and at the cost and expense of the Indemnifying Party, prior to the satisfaction Indemnifying Party’s delivery of Purchaser Indemniteea written election to the Indemnified Party of its agreement to defend any Third Party Claim (pursuant to, and in accordance with, this Section 9.4(b)), to file any motion, answer or other pleading that it shall reasonably deem necessary to protect its interests or those of the Indemnifying Party. If the Indemnitor is unwilling Indemnifying Party elects to assume the defense of a Third Party Claim pursuant to, and in accordance with, this Section 9.4(b), the Indemnified Party may participate in such defense with counsel of its own choosing, at its own expense. The Indemnifying Party shall not, as long as it actively and diligently conducts the defense of any Third Party Claim and related action, suit or unable to cure proceeding on behalf of the defect giving rise Indemnified Party, be liable to the Indemnification Claim during such fifteen (15) period, Purchaser Indemnitee may, on the sixteenth (16th) day after the Indemnification Notice, seek indemnification as provided in Indemnified Party under this Article 8IX for any fees of such other counsel or any other expenses with respect to the defense of such Third Party Claim and related action, suit or proceeding incurred by the Indemnified Party in connection with the defense of such Third Party Claim and related action, suit or proceeding; provided, however, that notwithstanding the foregoing, the Indemnifying Party shall pay the reasonable attorneys’ fees of the Indemnified Party if (x) the Indemnified Party’s counsel shall have reasonably concluded that there are defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party or (y) the Indemnified Party’s counsel shall have concluded that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel for the Indemnifying Party and the Indemnified Party. The Indemnified Party will not consent to any settlement or compromise with respect to the applicable Third Party Claim and related action, suit or proceeding without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld or delayed. The Indemnifying Party will not consent to the entry of any judgment with respect to the applicable Third Party Claim and related action, suit or proceeding, or enter into any settlement or compromise with respect to the applicable Third Party Claim and related action, suit or proceeding, unless (i) the Indemnifying Party obtained the prior written consent of the Indemnified Party, which shall not be unreasonably withheld or delayed or (ii) the Indemnifying Party pays all amounts in full and such judgment or settlement includes a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party and each of its equityholders, managers, directors, officers, employees, representatives, agents and Affiliates from all liability with respect thereto (provided, that notwithstanding anything herein to the contrary, the prior written consent of the Indemnified Party shall be required for the Indemnifying Party to enter into any settlement or compromise of any Third Party Claim and related action, suit or proceeding (A) where monetary damages are in excess of the remaining amount by which the Indemnifying Party is liable pursuant to this Agreement (or would otherwise result in liability in excess of an applicable indemnification cap in Section 9.3(c)), (B) that seeks equitable remedies and/or (C) that involves criminal liability).

Indemnification Notice. Should any party (the “Indemnified Party”) suffer any loss, damage or expense for which another party (the “Indemnifying Party”) is obligated to indemnify and hold such Indemnified Party harmless pursuant to this Section 13, the following shall apply. If a Purchaser Indemnitee an Indemnified Party intends to exercise its right to indemnification provided in this Article 8Section 13, such Purchaser Indemnitee Indemnified Party shall provide the party or parties from whom the indemnification will be sought (the "Indemnitor") at least fifteen (15) days prior written notice (the "Indemnification Notice") notify each Indemnifying Party in writing of such Purchaser Indemnitee's Indemnified Party’s intention to do so and the facts or circumstances giving rise to the claim ("the “Indemnification Claim"”). Nothing contained herein shall preclude any Purchaser Indemnitee from taking any actions deemed reasonably necessary or appropriate in response to any third party claims during such interim period. An Indemnification Claim mayClaim, at the option of Purchaser Indemniteethe Indemnified Party, may be asserted as soon as any situation, event or occurrence has been noticed by Purchaser Indemnitee the Indemnified Party regardless of whether actual harm has been suffered or out-of-pocket expenses incurred. During such fifteen (15) day periodthe period of 15 days after notice by the Indemnified Party, the Indemnitor each Indemnifying Party shall be entitled to cure the defect or situation giving rise to the Indemnification Claim to the satisfaction of Purchaser Indemniteethe Indemnified Party. If the Indemnitor is Indemnifying Parties are unwilling or unable to cure the defect or situation giving rise to the Indemnification Claim during such fifteen (the 15) -day period, Purchaser Indemnitee may, on the sixteenth (16th) day after the Indemnification Notice, seek Indemnified Party shall thereafter be entitled to indemnification as provided in this Article 8Section 13.

Indemnification Notice. Should any Party (the "Indemnified Party") suffer any loss, damage or expense for which another Party (the "Indemnifying Party") is obligated to indemnify and hold such Indemnified Party harmless pursuant to this Section 11 of this Agreement, the following shall apply: If a Purchaser Indemnitee an Indemnified Party intends to exercise its right to indemnification provided in this Article 8Section 11, such Purchaser Indemnitee Indemnified Party shall provide the party or parties from whom the indemnification will be sought (the "Indemnitor") at least fifteen (15) days prior written notice (the "Indemnification Notice") notify each Indemnifying Party in writing of such Purchaser IndemniteeIndemnified Party's intention to do so and the facts or circumstances giving rise to the claim (the "Indemnification Claim"). Nothing contained herein shall preclude any Purchaser Indemnitee from taking any actions deemed reasonably necessary or appropriate in response to any third party claims during such interim period. An Indemnification Claim mayClaim, at the option of Purchaser Indemniteethe Indemnified Party, may be asserted as soon as any situation, event or occurrence has been noticed by Purchaser Indemnitee the Indemnified Party regardless of whether actual harm has been suffered or out-of-pocket expenses incurred. During such the period of fifteen (15) day perioddays after notice by the Indemnified Party, the Indemnitor each Indemnifying Party shall be entitled to cure the defect or situation giving rise to the Indemnification Claim to the satisfaction of Purchaser Indemniteethe Indemnified Party. If the Indemnitor is Indemnifying Parties are unwilling or unable to cure the defect giving rise to the Indemnification Claim during such the fifteen (15) day period, Purchaser Indemnitee may, on the sixteenth (16th) day after the Indemnification Notice, seek Indemnified Party shall thereafter be entitled to indemnification as provided in this Article 8Section 11.

Indemnification Notice. If a Purchaser Purchase Indemnitee intends to exercise its right to indemnification provided in this Article 86, such Purchaser Indemnitee shall provide the party or parties from whom the indemnification will be sought (the "Indemnitor") at least fifteen (15) days prior written notice (the "Indemnification Notice") of such Purchaser Indemnitee's intention to do so and the facts or circumstances giving rise to the claim ("Indemnification Claim"). Nothing contained herein shall preclude any Purchaser Indemnitee from taking any actions deemed reasonably necessary or appropriate in response to any third party claims during such interim period. An Indemnification Claim may, at the option of the Purchaser Indemnitee, be asserted as soon as any situation, event or occurrence has been noticed by the Purchaser Indemnitee regardless of whether actual harm has been suffered or out-of-pocket expenses incurred. During such fifteen (15) day period, the Indemnitor shall be entitled to cure the defect or situation giving rise to the Indemnification Claim to the satisfaction of the Purchaser Indemnitee. If the Indemnitor is unwilling or unable to cure the defect giving rise to the Indemnification Claim during such fifteen (15) day period, the Purchaser Indemnitee may, on the sixteenth (16th) day after the Indemnification Notice, seek indemnification as provided in this Article 86.

Indemnification Notice. Should any party (the "Indemnified Party") suffer any loss, damage or expense for which another party (the "Indemnifying Party") is obligated to indemnify and hold such Indemnified Party harmless pursuant to this Section 12 of this Agreement, the following shall apply: If a Purchaser Indemnitee an Indemnified Party intends to exercise its right to indemnification provided in this Article 8Section 12, such Purchaser Indemnitee Indemnified Party shall provide the party or parties from whom the indemnification will be sought (the "Indemnitor") at least fifteen (15) days prior written notice (the "Indemnification Notice") notify each Indemnifying Party in writing of such Purchaser IndemniteeIndemnified Party's intention to do so and the facts or circumstances giving rise to the claim (the "Indemnification Claim"). Nothing contained herein shall preclude any Purchaser Indemnitee from taking any actions deemed reasonably necessary or appropriate in response to any third party claims during such interim period. An Indemnification Claim mayClaim, at the option of Purchaser Indemniteethe Indemnified Party, may be asserted as soon as any situation, event or occurrence has been noticed by Purchaser Indemnitee the Indemnified Party regardless of whether actual harm has been suffered or out-of-pocket expenses incurred. During such the period of fifteen (15) day perioddays after notice by the Indemnified Party, the Indemnitor each Indemnifying Party shall be entitled to cure the defect or situation giving rise to the Indemnification Claim to the satisfaction of Purchaser Indemniteethe Indemnified Party. If the Indemnitor is Indemnifying Parties are unwilling or unable to cure the defect giving rise to the Indemnification Claim during such the fifteen (15) day period, Purchaser Indemnitee may, on the sixteenth (16th) day after the Indemnification Notice, seek Indemnified Party shall thereafter be entitled to indemnification as provided in this Article 8.Section 12. -39- 40

Indemnification Notice. Should any party (the "Indemnified Party") suffer any loss, damage or expense for which another party (the "Indemnifying Party") is obligated to indemnify and hold such Indemnified Party harmless pursuant to this Section 12 of this Agreement, the following shall apply: If a Purchaser Indemnitee an Indemnified Party intends to exercise its right to indemnification provided in this Article 8Section 12, such Purchaser Indemnitee Indemnified Party shall provide the party or parties from whom the indemnification will be sought (the "Indemnitor") at least fifteen (15) days prior written notice (the "Indemnification Notice") notify each Indemnifying Party in writing of such Purchaser Indemnitee's Indemnified Party=s intention to do so and the facts or circumstances giving rise to the claim (the "Indemnification Claim"). Nothing contained herein shall preclude any Purchaser Indemnitee from taking any actions deemed reasonably necessary or appropriate in response to any third party claims during such interim period. An Indemnification Claim mayClaim, at the option of Purchaser Indemniteethe Indemnified Party, may be asserted as soon as any situation, event or occurrence has been noticed by Purchaser Indemnitee the Indemnified Party regardless of whether actual harm has been suffered or out-of-of- pocket expenses incurred. During such fifteen (15) day periodthe period of 15 days after notice by the Indemnified Party, the Indemnitor each Indemnifying Party shall be entitled to cure the defect or situation giving rise to the Indemnification Claim to the satisfaction of Purchaser Indemniteethe Indemnified Party. If the Indemnitor is Indemnifying Parties are unwilling or unable to cure the defect giving rise to the Indemnification Claim during such fifteen (the 15) -day period, Purchaser Indemnitee may, on the sixteenth (16th) day after the Indemnification Notice, seek Indemnified Party shall thereafter be entitled to indemnification as provided in this Article 8Section 12.