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"); provided that any Indemnification Notice must be delivered (if at all) to Seller or Shareholder within two (2) years following the Closing Date. Nothing contained herein shall preclude 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, ------------------------------------------------------------------------------- ASSET PURCHASE AGREEMENT - PAGE 25 Purchaser Indemnitee may, on the sixteenth (16th) day after the Indemnification Notice, seek indemnification as provided in this Article 8.

Indemnification Notice. If (a) In the event that (i) an event occurs which gives a Purchaser Indemnitee intends to exercise its Person a right to indemnification provided in this Article 8hereunder or (ii) any third party claim is asserted against a Person with respect to which such Person is entitled to indemnification hereunder, 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. The indemnifying party shall 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 shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the indemnifying led party shall have the right to conduct such defense and, only with the prior written 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 indemnifying party shall cooperate with and make available to the indemnifying party such assistance and materials as may be reasonably requested by it, all at the expense of the indemnifying party and the indemnified party shall have the right at its expense to participate in the defense, provided that any Indemnification Notice must the indemnified party will have the right to compromise and settle the claim only with the prior written consent of the indemnifying party, which consent shall not be delivered (if at all) unreasonably withheld. Any settlement to Seller or Shareholder within two (2) years following which the Closing Date. Nothing contained herein indemnifying party shall preclude Purchaser Indemnitee from taking any actions have consented in writing shall conclusively be deemed reasonably necessary or appropriate in response to any third be an obligation with respect to which the indemnified 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 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, ------------------------------------------------------------------------------- ASSET PURCHASE AGREEMENT - PAGE 25 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 or Seller Indemnitee intends to exercise its right to indemnification provided in this Article 8, such Purchaser Indemnitee or Seller Indemnitee shall provide the party or parties from whom the indemnification will be sought (the "INDEMNITORIndemnitor") at least fifteen (15) days prior written notice (the "INDEMNIFICATION NOTICEIndemnification Notice") of such Purchaser Indemnitee's or Seller Indemnitee's intention to do so and the facts or circumstances giving rise to the claim ("INDEMNIFICATION CLAIMIndemnification Claim"); provided that any Indemnification Notice must be delivered (if at all) to Seller or Shareholder within two (2) years following the Closing Date. Nothing contained herein shall preclude any Purchaser Indemnitee or Seller 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 or Seller Indemnitee, be asserted as soon as any situation, event or occurrence has been noticed by Purchaser Indemnitee or Seller 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 complete satisfaction of Purchaser Indemnitee or Seller Indemnitee. If the Indemnitor is unwilling or unable to cure cure, to the complete satisfaction and the Indemnitor, the defect or situation giving rise to the Indemnification Claim during such fifteen (15) period, ------------------------------------------------------------------------------- ASSET PURCHASE the Indemnitor shall assume the defense of such claim at its sole expense through counsel reasonably satisfactory to the Purchaser Indemnitee or Seller Indemnitee; provided that (i) the Indemnitor shall not permit any lien, encumbrance or other adverse charge upon any asset of any Purchaser Indemnitee; (ii) the Indemnitor shall permit Purchaser Indemnitee or Seller Indemnitee to participate in such settlement or defense through counsel selected by such Purchaser Indemnitee or Seller Indemnitee at Indemnitor's expense, and (iii) the Indemnitor shall agree to promptly reimburse such Purchaser Indemnitee or Seller Indemnitee for the full amount of its liability to the third party claimant. If the Indemnitor shall not have employed counsel reasonably satisfactory to the Purchaser Indemnitee or Seller Indemnitee to defend such claim or if such Purchaser Indemnitee or Seller Indemnitee shall have reasonably concluded (with the written advice of counsel) that the position of such Purchaser Indemnitee or Seller Indemnitee and the Indemnitor may be in conflict (in which case the Indemnitor shall not have the right to direct the defense of any such claim on behalf of such Purchaser Indemnitee or Seller Indemnitee), the Purchaser Indemnitee or Seller Indemnitee may defend against such claim or related legal proceeding with such counsel and in such manner as the Purchaser Indemnitee or Seller Indemnitee deems appropriates, and may consent to the settlement or compromise of, or consent to the entry of a judgment arising from, such claim or legal proceeding without the consent of the Indemnitor and the reasonable legal and other expenses incurred by such Purchaser Indemnitee or Seller Indemnitee shall be borne by the Indemnitor. Notwithstanding the foregoing, each Purchaser Indemnitee or Seller Indemnitee shall have the right to pay or settle any such claim provided in such event it shall waive its right to indemnity therefore by the Indemnitor. AGREEMENT AND PLAN OF MERGER AND REORGANIZATION - PAGE 25 Purchaser Indemnitee may, on the sixteenth (16th) day after the Indemnification Notice, seek indemnification as provided in this Article 8.33 39

Indemnification Notice. If a Purchaser Indemnitee intends to exercise its right to indemnification provided in this Article 8, such Purchaser Indemnitee shall provide the The party or parties from whom the indemnification will be sought (the "INDEMNITORIndemnified Party") ---------------------- which may be entitled to indemnity hereunder shall give prompt notice to the party obligated to give indemnity hereunder (the "Indemnifying Party") of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder. Any failure on the part of any Indemnified Party to give the notice described in this Section 6.4.1 shall relieve the Indemnifying Party of its obligations under this Article 6 only to the extent that such Indemnifying Party has been prejudiced by the lack of timely and adequate notice. Parent or the Company shall have the obligation to assume the defense or settlement of any third-party claim, suit, action or proceeding in respect of which indemnity may be sought hereunder, provided that (a) the Indemnifying Party shall at least fifteen all times have the right, at its option, to participate fully therein, and (15b) if the Parent or the Company does not proceed diligently to defend the third-party claim, suit action or proceeding within ten (10) days after receipt of notice of such third-party claim, suit, action or proceeding, the Indemnifying Party shall have the right, but not the obligation, to undertake the defense of any such third-party claim, suit, action or proceeding. The Indemnifying Party shall not be required to indemnify the Indemnified Party with respect to any amounts paid in settlement of any third-party suit, action, proceeding or investigation entered into without the written consent of the Indemnifying Party; provided, however, that if the Indemnified Party is a Parent Indemnified Party, such third-party suit, action, proceeding or investigation may be settled without the consent of the Indemnifying Party on ten (10) days' prior written notice to the Indemnifying Party if such third-party suit, action, proceeding or investigation is then unreasonably interfering with the business or operations of the Company or any Company Subsidiary and the settlement is commercially reasonable under the circumstances; and provided further, that if the Indemnifying Party gives ten (10) days' prior written notice to the Indemnified Party of a settlement offer which the Indemnifying Party desires to accept and to pay all Losses with respect thereto ("INDEMNIFICATION NOTICESettlement Notice") of such Purchaser Indemnitee's intention to do so and the facts Indemnified Party fails or circumstances giving rise refuses to consent to such settlement within ten (10) days after delivery of the Settlement Notice to the claim ("INDEMNIFICATION CLAIM"); provided that any Indemnification Notice must be delivered (if at all) to Seller or Shareholder within two (2) years following Indemnified Party, and such settlement otherwise complies with the Closing Date. Nothing contained herein shall preclude 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 provisions 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 periodthis Section 6.4.1, the Indemnitor Indemnifying Party shall not be entitled to cure liable for Losses arising from such third-party suit, action, proceeding or investigation in excess of the defect or situation giving rise amount proposed in such settlement offer. Notwithstanding the foregoing, no Indemnifying Party will consent to the Indemnification Claim entry of any judgment or enter into any settlement without the consent of the Indemnified Party, if such judgment or settlement imposes any obligation or liability upon the Indemnified Party other than the execution, delivery or approval thereof and customary releases of claims with respect to the satisfaction of Purchaser Indemniteesubject matter thereof. If The parties shall cooperate in defending any such third-party suit, action, proceeding or investigation, and the Indemnitor is unwilling or unable to cure the defect giving rise defending party shall have reasonable access to the Indemnification Claim during books and records, and personnel in the possession or control of the Indemnified Party which are pertinent to the defense. The parties agree that the Indemnified Party may join the Indemnifying Party in any suit, action, claim or proceeding brought by a third party, as to which any right of indemnity created by this Agreement would or might apply, for the purpose of enforcing any right of the indemnity granted to such fifteen (15) period, ------------------------------------------------------------------------------- ASSET PURCHASE AGREEMENT - PAGE 25 Purchaser Indemnitee may, on the sixteenth (16th) day after the Indemnification Notice, seek indemnification as provided in Indemnified Party pursuant to this Article 8Agreement.

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 "INDEMNITORIndemnitor") at least fifteen (15) days prior written notice (the "INDEMNIFICATION NOTICEIndemnification Notice") of such Purchaser Indemnitee's intention to do so and the facts or circumstances giving rise to the claim ("INDEMNIFICATION CLAIMIndemnification Claim"); provided that any Indemnification Notice must be delivered (if at all) to Seller or Shareholder within two (2) years following the Closing Date. 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 complete satisfaction of Purchaser Indemnitee. If the Indemnitor is unwilling or unable to cure cure, to the complete satisfaction and the Indemnitor, the defect or situation giving rise to the Indemnification Claim during such fifteen (15) period, ------------------------------------------------------------------------------- ASSET PURCHASE the Indemnitor shall assume the defense of such claim at its sole expense through counsel reasonably satisfactory to the Purchaser Indemnitee; provided that (i) the Indemnitor shall not permit any lien, encumbrance or other adverse charge upon any asset of any Purchaser Indemnitee; (ii) the Indemnitor shall permit Purchaser Indemnitee to participate in such settlement or defense through counsel selected by such Purchaser Indemnitee at Indemnitor's expense, and (iii) the Indemnitor shall agree to promptly reimburse such Purchaser Indemnitee for the full amount of its liability to the third party claimant. If the Indemnitor shall not have employed counsel reasonably satisfactory to the Purchaser Indemnitee to defend such claim or if such Purchaser Indemnitee shall have reasonably concluded (with the written advice of counsel) that the position of such Purchaser Indemnitee and the Indemnitor may be in conflict (in which case the Indemnitor shall not have the right to direct the defense of any such claim on behalf of such Purchaser Indemnitee), the Purchaser Indemnitee may defend against such claim or related legal proceeding with such counsel and in such manner as the Purchaser Indemnitee deems appropriates, and may consent to the settlement or compromise of, or consent to the entry of a judgment arising from, such claim or legal proceeding without the consent of the Indemnitor and the reasonable legal and other expenses incurred by such Purchaser Indemnitee shall be borne by the Indemnitor. Notwithstanding the foregoing, each Purchaser Indemnitee shall have the right to pay or settle any such claim provided in such event it shall waive its right to indemnity therefore by the Indemnitor. MERGER AGREEMENT - PAGE 25 Purchaser Indemnitee may, on the sixteenth (16th) day after the Indemnification Notice, seek indemnification as provided in this Article 8.Page 30 ----------------

Indemnification Notice. If a Purchaser Indemnitee or Seller Indemnitee intends to exercise its right to indemnification provided in this Article 8, such Purchaser Indemnitee or Seller Indemnitee shall promptly provide the party or parties from whom the indemnification will be sought (the "INDEMNITORIndemnitor") at least fifteen (15) days prior written notice (the "INDEMNIFICATION NOTICEIndemnification Notice") of such Purchaser Indemnitee's or Seller Indemnitee's intention to do so and the facts or circumstances giving rise to the claim ("INDEMNIFICATION CLAIMIndemnification Claim"); provided that any Indemnification Notice must be delivered (if at all) to Seller or Shareholder within two (2) years following the Closing Date. Nothing contained herein shall preclude any Purchaser Indemnitee or Seller 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 or Seller Indemnitee, be asserted as soon as any situation, event or occurrence has been noticed by the Purchaser Indemnitee or Seller 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, ------------------------------------------------------------------------------- ASSET PURCHASE AGREEMENT - PAGE 25 the Purchaser Indemnitee may, on the sixteenth (16th) day after the Indemnification Notice, seek indemnification as provided in this Article 8.; provided, however, that if such matter cannot reasonably be cured within such fifteen (15) day period, then the Indemnitor shall have an additional period (not to exceed 90 days) to cure such matter if the Indemnitor promptly commences to cure and diligently pursues same to completion..

Indemnification Notice. If a Purchaser GRWW/Subsidiary Indemnitee or Company/Company Shareholder Indemnitee intends to exercise its their right to indemnification provided in this Article 8X, such Purchaser GRWW/Subsidiary Indemnitee shall or Company/Company Shareholder Indemnitee will provide the party Party or parties Parties from whom the indemnification will be sought (the "INDEMNITOR"“Indemnitor”) at least fifteen (15) days prior written notice (the "INDEMNIFICATION NOTICE"“Indemnification Notice”) of such Purchaser GRWW/Subsidiary Indemnitee's ’s or Company/Company Shareholder Indemnitee’s intention to do so and the facts or circumstances giving rise to the claim ("INDEMNIFICATION CLAIM"“Indemnification Claim”); provided that any Indemnification Notice must be delivered (if at all) to Seller or Shareholder within two (2) years following the Closing Date. Nothing contained herein shall in this Agreement will preclude Purchaser any GRWW/Subsidiary Indemnitee or Company/Company Shareholder 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 GRWW/Subsidiary Indemnitee or Company/Company Shareholder Indemnitee, be asserted as soon as any situation, event or occurrence has been noticed by Purchaser GRWW/Subsidiary Indemnitee or Company/Company Shareholder Indemnitee regardless of whether actual harm has been suffered or out-of-pocket expenses incurred. During such fifteen (15) Agreement and Plan of Merger and Reorganization - Page 27 day period, the Indemnitor shall will be entitled to cure the defect or situation giving rise to the Indemnification Claim to the complete satisfaction of Purchaser GRWW/Subsidiary Indemnitee or Company/Company Shareholder Indemnitee. If the Indemnitor is unwilling or unable to cure cure, to the complete satisfaction and the Indemnitor, the defect or situation giving rise to the Indemnification Claim during such fifteen (15) day period, ------------------------------------------------------------------------------- ASSET PURCHASE AGREEMENT - PAGE 25 Purchaser the Indemnitor will assume the defense of such claim at its sole expense through counsel reasonably satisfactory to the GRWW/Subsidiary Indemnitee mayor Company/Company Shareholder Indemnitee; provided that (i) the Indemnitor will not permit any lien, encumbrance or other adverse charge upon any asset of any GRWW/Subsidiary Indemnitee; (ii) the Indemnitor will permit GRWW/Subsidiary Indemnitee or Company/Company Shareholder Indemnitee to participate in such settlement or defense through counsel selected by such GRWW/Subsidiary Indemnitee or Company/Company Shareholder Indemnitee at Indemnitor’s expense, and (iii) the Indemnitor will agree to promptly reimburse such GRWW/Subsidiary Indemnitee or Company/Company Shareholder Indemnitee for the full amount of its liability to the third party claimant. If the Indemnitor will not have employed counsel reasonably satisfactory to the GRWW/Subsidiary Indemnitee or Company/Company Shareholder Indemnitee to defend such claim or if such GRWW/Subsidiary Indemnitee or Company/Company Shareholder Indemnitee will have reasonably concluded (with the written advice of counsel) that the position of such GRWW/Subsidiary Indemnitee or Company/Company Shareholder Indemnitee and the Indemnitor may be in conflict (in which case the Indemnitor will not have the right to direct the defense of any such claim on behalf of such GRWW/Subsidiary Indemnitee or Company/Company Shareholder Indemnitee), the sixteenth (16th) day after GRWW/Subsidiary Indemnitee or Company/Company Shareholder Indemnitee may defend against such claim or related legal proceeding with such counsel and in such manner as the Indemnification NoticeGRWW/Subsidiary Indemnitee or Company/Company Shareholder Indemnitee deems appropriate, seek indemnification as and may consent to the settlement or compromise of, or consent to the entry of a judgment arising from, such claim or legal proceeding without the consent of the Indemnitor and the reasonable legal and other expenses incurred by such GRWW/Subsidiary Indemnitee or Company/Company Shareholder Indemnitee will be borne by the Indemnitor. Notwithstanding the foregoing, each GRWW/Subsidiary Indemnitee or Company/Company Shareholder Indemnitee will have the right to pay or settle any such claim provided in this Article 8such event it will waive its right to indemnity therefore by the Indemnitor.