Common use of Method of Asserting Claims, Etc Clause in Contracts

Method of Asserting Claims, Etc. To be entitled to indemnity hereunder, an Indemnified Party must send notice of a claim to the Indemnifying Party within the applicable Time Limitations and within 15 business days of the Indemnified Party becoming aware of the state of facts underlying the claim, but the failure to notify the Indemnifying Party within such time period will not relieve the indemnifying party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such action is actually prejudiced by the Indemnified Party's failure to give such notice. All claims for indemnification by any Indemnified Party hereunder shall be asserted and resolved as set forth in this Section 12.3. In the event that any written claim or demand for which an Indemnifying Party would be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly, but in no event more than 15 business days following such Indemnified Party's receipt of such claim or demand, notify the Indemnifying Party of such claim or demand (providing sufficient details with respect to such claim or demand to put the Indemnifying Party on notice of such claim or demand) and the amount or the estimated amount thereof to the extent such estimate is then feasible (which estimate shall not be conclusive of the final amount of such claim and demand) (the "Claim Notice"). The Indemnifying Party shall promptly notify the Indemnified Party (a) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand and (b) whether or not it desires to defend the Indemnified Party against such claim or demand. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party. Except as hereinafter provided, in the event that the Indemnifying Party promptly notifies the Indemnified Party that it accepts liability hereunder with respect thereto and elects to defend the Indemnified Party against such claim or demand, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings with counsel reasonably satisfactory to the Indemnified Party and shall have the sole power to direct and control such defense. If any Indemnified Party desires to participate in any such defense it may do so at its sole cost and expense. The Indemnified Party shall not settle a claim or demand without the consent of the Indemnifying Party, unless (i) the Indemnifying Party shall have failed to promptly assume the defense thereof and (ii) within 10 days after the Indemnified Party shall have given the Indemnifying Party written notice of the proposed settlement, the Indemnifying Party shall not have given the Indemnified Party written notice accepting liability hereunder with respect thereto and of its election to assume the defense of such claim or demand, in which event the Indemnified Party may enter into the proposed settlement and the Indemnifying Party shall not be entitled to object to the terms thereof. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in (i) the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the Indemnified Party's business or any subsidiary or Affiliate thereof, (ii) any remedy other than damages payable in full by the Indemnifying Party or (iii) any admission of a violation of Law that would constitute a crime or any other admission of a violation of Law that would impair in any material respect the Indemnified Party's conduct of its business or would establish, by collateral estoppel or by legally admissible evidence, the basis of any other claim against the Indemnified Party which would not be subject to full indemnity hereunder. If the Indemnifying Party elects not to defend the Indemnified Party against such claim or demand, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the amount of any such claim or demand, or, if the same be contested by the Indemnified Party, then that portion thereof as to which such defense is unsuccessful (and the reasonable costs and expenses pertaining to such defense) shall be the liability of the Indemnifying Party hereunder, subject to the limitations set forth in Section 12.1 hereof.

Method of Asserting Claims, Etc. To be entitled to indemnity hereunder, an Indemnified Party must send notice of a claim to the Indemnifying Party within the applicable Time Limitations and within 15 business days of the Indemnified Party becoming aware of the state of facts underlying the claim, but the failure to notify the Indemnifying Party within such time period will not relieve the indemnifying party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such action is actually prejudiced by the Indemnified Party's failure to give such notice. All claims for indemnification by any Indemnified Party hereunder shall be asserted and resolved as set forth in this Section 12.3. In the event that any written claim or demand for which an Indemnifying Party would be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly, but in no event more than 15 business 30 days following such Indemnified Party's ’s receipt of such claim or demand, notify the Indemnifying Party of such claim or demand (providing sufficient details with respect to such claim or demand to put the Indemnifying Party on notice of such claim or demand) and the amount or the estimated amount thereof to the extent such estimate is then feasible (which estimate shall not be conclusive of the final amount of such claim and demand) (the "“Claim Notice"”); provided, that the failure to notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. The Indemnifying Party shall promptly have 45 days from the personal delivery or mailing of the Claim Notice (the “Notice Period”) to notify the Indemnified Party (a) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand and (b) whether or not it desires to defend the Indemnified Party against such claim or demand. An election to assume the defense of such claim or demand shall not be deemed to be an admission that the Indemnifying Party is liable to the Indemnified Party in respect of such claim or demand. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party, subject to the limitations set forth in this Article VIII. Except as hereinafter providedIn the event that it is ultimately determined that the Indemnifying Party is not obligated to indemnify, defend or hold the Indemnified Party harmless from and against any third party claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including attorney’s fees and court costs) incurred by the Indemnifying Party in its defense of the third party claim. In the event that the Indemnifying Party promptly notifies the Indemnified Party within the Notice Period that it accepts liability hereunder with respect thereto and elects desires to defend the Indemnified Party against such claim or demand, except as hereinafter provided, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings with counsel reasonably satisfactory to the Indemnified Party and shall have the sole power to direct and control such defenseproceedings. If any Indemnified Party desires to participate in in, but not control, any such defense or settlement, it may do so at its sole cost and expense. The Indemnified Party shall not settle a claim or demand without the consent of the Indemnifying Party, unless (i) the Indemnifying Party shall have failed to promptly assume the defense thereof and (ii) within 10 days after the Indemnified Party shall have given the Indemnifying Party written notice of the proposed settlement, the Indemnifying Party shall not have given the Indemnified Party written notice accepting liability hereunder with respect thereto and of its election to assume the defense of such claim or demand, in which event the Indemnified Party may enter into the proposed settlement and the Indemnifying Party shall not be entitled to object to the terms thereofunreasonably withheld. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in unless the settlement (i) includes a full release of the imposition Indemnified Party from all Liability related to the claim or demand, (ii) does not include a finding or admission of a consent order, injunction or decree which would any violation of applicable Laws on the part of the Indemnified Party and (iii) does not restrict the future activity or conduct of the Indemnified Party's business Party or any subsidiary or Affiliate thereof, (ii) any remedy other than damages payable in full by . To the extent the Indemnifying Party shall control or (iii) any admission of a violation of Law that would constitute a crime participate in the defense or any other admission of a violation of Law that would impair in any material respect the Indemnified Party's conduct of its business or would establish, by collateral estoppel or by legally admissible evidence, the basis settlement of any other claim against the Indemnified Party which would not be subject to full indemnity hereunder. If the Indemnifying Party elects not to defend the Indemnified Party against such third party claim or demand, whether by not giving the Indemnified Party timely notice as provided above or otherwisewill give the Indemnifying Party and its counsel access to, then during normal business hours, the amount relevant business records and other documents, and shall permit them to consult with the employees and counsel of any such claim or demand, or, if the same be contested by the Indemnified Party. The Indemnified Party shall fully cooperate in the defense of all such claims. Any notice of a claim by reason of any of the representations, then that portion thereof as warranties or covenants contained in this Agreement shall state specifically the representation, warranty, or covenant with respect to which such defense the claim is unsuccessful (made, the facts giving rise to an alleged basis for the claim, and the reasonable costs and expenses pertaining to such defense) shall be estimated amount of the liability of asserted against the Indemnifying Party hereunder, subject by reason of the claim. As a condition to the limitations set forth indemnity provided in Section 12.1 hereof8.2(a)(v) and notwithstanding any provision of this Agreement to the contrary, Buyer agrees that: (i) Sellers shall have exclusive control over the conduct of legal proceedings relating to the National Air Cargo Crash; (ii) Buyer shall, and shall cause its Affiliates (including the Acquired Companies) to, cooperate fully with Sellers (including their counsel) with respect to these efforts, including by giving Sellers access during normal business hours to the personnel, business records and other information of the Acquired Companies, the Joint Ventures and the Business; (iii) Buyer and its Affiliates (including the Acquired Companies) shall not engage in communications with third parties, and shall not settle, any claims with respect to the National Air Cargo Crash without the prior written consent of Sellers; and (iv) Buyer shall cause its Affiliates (including the Acquired Companies) to comply with the provisions of this sentence; provided, however, notwithstanding any provision of this Agreement to the contrary, Sellers shall not, and shall cause their respective Affiliates to not, without the prior written consent of Buyer, which shall not be unreasonably withheld, settle, compromise or offer to settle or compromise any claim, demand or legal proceedings relating to the National Air Cargo Crash unless the settlement (i) does not include a finding or admission of any violation of applicable Laws on the part of Buyer, its Affiliates (including the Acquired Companies and the Joint Ventures) or the Business and (ii) does not restrict the future activity or conduct of Buyer, its Affiliates (including the Acquired Companies and the Joint Ventures) or the Business.

Method of Asserting Claims, Etc. To In case any claim, demand or assessment is asserted or suit, action or proceeding (collectively a "Claim") commenced against a Misonix or Company Indemnified Party (collectively the "Indemnified Party") and it notifies the Company or Misonix, as the case may be (collectively the "Indemnitor") of the commencement thereof, if the Indemnitor acknowledges its indemnification obligations therefor hereunder, then, the Indemnitor shall be entitled to indemnity hereunderparticipate therein, an Indemnified Party must send notice of a claim to the Indemnifying Party within the applicable Time Limitations and within 15 business days of the Indemnified Party becoming aware of the state of facts underlying the claimand, but the failure to notify the Indemnifying Party within such time period will not relieve the indemnifying party of any liability that it may have to any Indemnified Party, except to the extent that it may wish, to assume the Indemnifying Party demonstrates that the defense of such action is actually prejudiced by defense, conduct or settlement thereof, with counsel satisfactory to the Indemnified Party's failure to give such notice. All claims for indemnification by any Indemnified Party hereunder shall be asserted and resolved as set forth in this Section 12.3. In the event that any written claim or demand for which an Indemnifying Party would be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly, but in no event more than 15 business days following such Indemnified Party's receipt of such claim or demand, notify the Indemnifying Party of such claim or demand (providing sufficient details with respect to such claim or demand to put the Indemnifying Party on notice of such claim or demand) and the amount or the estimated amount thereof whose consent to the extent such estimate is then feasible (which estimate selection of counsel shall not be conclusive of unreasonably withheld. After notice from the final amount of such claim and demand) (the "Claim Notice"). The Indemnifying Party shall promptly notify the Indemnified Party (a) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party Indemnitor to the Indemnified Party hereunder with respect of its election so to such claim assume the defense, conduct or demand and (b) whether or settlement thereof, the Indemnitor shall not it desires be liable to defend the Indemnified Party against such claim for any legal or demand. All costs and other expenses subsequently incurred by the Indemnifying Indemnified Party in defending such claim connection with the defense, conduct or demand shall be a liability of, and shall be paid by, the Indemnifying Party. Except as hereinafter settlement thereof; provided, in the event however, that the Indemnifying Party promptly notifies if the Indemnified Party that it accepts liability hereunder with respect thereto and elects to defend has any separate defenses from those of the Indemnitor, the Indemnified Party against such claim or demand, the Indemnifying Party shall have the right to defend be represented by its own counsel at the Indemnitor's expense. The Indemnified Party by appropriate proceedings with counsel reasonably satisfactory to the Indemnified Party and shall have the sole power to direct and control such defense. If right in any Indemnified Party desires event to participate in any such defense it may do so with its own counsel at its sole cost and own expense. The Indemnified Party shall not settle a claim will cooperate with the Indemnitor in connection with any such Claim and make personnel, books and records relevant to the Claim available to the Indemnitor at the Indemnitor's expense. In the event that the Indemnitor fails timely to defend, contest or demand without the consent of the Indemnifying Partyotherwise protect against any such Claim, unless (i) the Indemnifying Party shall have failed to promptly assume the defense thereof and (ii) within 10 days after the Indemnified Party shall have given the Indemnifying Party written notice of right to defend, contest or otherwise protect against the proposed settlementsame and make any compromise or settlement thereof and recover the entire cost thereof from the Indemnitor, the Indemnifying Party shall not have given the Indemnified Party written notice accepting liability hereunder with respect thereto including, without limitation, reasonable attorneys' fees, disbursements and of its election to assume the defense all amounts paid as a result of such claim Claim or demand, in which event the Indemnified Party may enter into the proposed settlement and the Indemnifying Party shall not be entitled to object to the terms thereof. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in (i) the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the Indemnified Party's business or any subsidiary or Affiliate settlement thereof, (ii) any remedy other than damages payable in full by the Indemnifying Party or (iii) any admission of a violation of Law that would constitute a crime or any other admission of a violation of Law that would impair in any material respect the Indemnified Party's conduct of its business or would establish, by collateral estoppel or by legally admissible evidence, the basis of any other claim against the Indemnified Party which would not be subject to full indemnity hereunder. If the Indemnifying Party elects not to defend the Indemnified Party against such claim or demand, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the amount of any such claim or demand, or, if the same be contested by the Indemnified Party, then that portion thereof as to which such defense is unsuccessful (and the reasonable costs and expenses pertaining to such defense) shall be the liability of the Indemnifying Party hereunder, subject to the limitations set forth in Section 12.1 hereof.

Method of Asserting Claims, Etc. To be entitled to indemnity hereunder, an Indemnified Party must send notice of a claim to the Indemnifying Party within the applicable Time Limitations and within 15 business days of the Indemnified Party becoming aware of the state of facts underlying the claim, but the failure to notify the Indemnifying Party within such time period will not relieve the indemnifying party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such action is actually prejudiced by the Indemnified Party's failure to give such notice. All claims for indemnification by any Indemnified Party hereunder shall be asserted and resolved as set forth in this Section 12.3. (a) In the event that any written claim or demand for which an Indemnifying Party would be liable to any an Indemnified Party hereunder is asserted against or sought to be collected from any an Indemnified Party by a third partyparty (a "Third Party Claim") or an Indemnified Party seeks indemnification from an ------------------ Indemnifying Party in connection with any other type of claim for which indemnity may be sought hereunder (referred to herein as a "Non Third Party --------------- Claim") (Third Party Claim and Non Third Party Claim shall be referred to ----- collectively as a "Claim"), such the Indemnified Party shall promptly, but in no event more than 15 business days following such Indemnified Party's receipt of such claim or demand, use reasonable ----- efforts to notify the Indemnifying Party in writing of such claim or demand (providing sufficient details with respect to such claim or demand to put Claim, specifying the Indemnifying Party on notice nature of such claim or demand) Claim arising hereunder and the amount or the estimated amount thereof to the extent such estimate is then feasible (which estimate shall not be conclusive of the final amount of such claim and demandClaim) (the "Claim Notice"). ------------ The Indemnifying Party shall promptly have twenty calendar days (or such earlier period of time as may be required for the filing of responsive pleadings to any legal action instituted with respect to the Claim or required due to contractual deadlines imposed upon the Indemnified Party by the contract in dispute but in any event, not less than 10 days) from the receipt of the Claim Notice (the "Response Notice Period") to notify the Indemnified Party ---------------------- Party, (ai) whether or not the Indemnifying Party it disputes the its liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand Claim and (bii) notwithstanding any such dispute, whether or not it desires to defend the Indemnified Party against such claim or demand. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability ofwill defend, and shall be paid by, the Indemnifying Party. Except as hereinafter provided, in the event that the Indemnifying Party promptly notifies the Indemnified Party that it accepts liability hereunder with respect thereto and elects to defend the Indemnified Party against such claim or demand, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings with counsel reasonably satisfactory to the Indemnified Party and shall have the sole power to direct and control such defense. If any Indemnified Party desires to participate in any such defense it may do so at its sole cost and expense. The Indemnified Party shall not settle a claim or demand without the consent of the Indemnifying Party, unless (i) the Indemnifying Party shall have failed to promptly assume the defense thereof and (ii) within 10 days after the Indemnified Party shall have given the Indemnifying Party written notice of the proposed settlement, the Indemnifying Party shall not have given the Indemnified Party written notice accepting liability hereunder with respect thereto and of its election to assume the defense of such claim or demand, in which event the Indemnified Party may enter into the proposed settlement and the Indemnifying Party shall not be entitled to object to the terms thereof. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in (i) the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the Indemnified Party's business or any subsidiary or Affiliate thereof, (ii) any remedy other than damages payable in full by the Indemnifying Party or (iii) any admission of a violation of Law that would constitute a crime or any other admission of a violation of Law that would impair in any material respect the Indemnified Party's conduct of its business or would establish, by collateral estoppel or by legally admissible evidence, the basis of any other claim against the Indemnified Party which would not be subject to full indemnity hereunder. If the Indemnifying Party elects not to defend the Indemnified Party against such claim or demand, whether Third Party Claim. No failure by not giving the an Indemnified Party timely notice as provided above or otherwise, then the amount of any such claim or demand, or, if the same be contested by the Indemnified Party, then that portion thereof as to which such defense is unsuccessful (and the reasonable costs and expenses pertaining to such defense) shall be the liability of notify the Indemnifying Party hereunder, subject of the existence or assertion of a claim for which indemnification may be sought shall constitute a defense to or waiver of such claim for indemnification except to the limitations set forth in Section 12.1 hereofextent the Indemnifying Party may be able to prove that it has been materially prejudiced by such failure or delay.

Method of Asserting Claims, Etc. To be entitled to indemnity hereunder, an Indemnified Party must send notice of a claim to the Indemnifying Party within the applicable Time Limitations and within 15 business days of the Indemnified Party becoming aware of the state of facts underlying the claim, but the failure to notify the Indemnifying Party within such time period will not relieve the indemnifying party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such action is actually prejudiced by the Indemnified Party's failure to give such notice. (a) All claims for indemnification by any Indemnified Party hereunder shall be asserted and resolved as set forth in this Section 12.38.3. In the event that any written claim or demand for which An Indemnified Party shall give prompt notice to an Indemnifying Party would be liable to of the assertion of any Indemnified Party hereunder is asserted against claim or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly, assessment (but in no event more shall such notice be given later than 15 business days following after a senior officer of such Indemnified Party's receipt Party has actual knowledge of such claim or demandassessment), and shall notify the Indemnifying Party of the commencement of any action, suit, audit or proceeding by a third party in respect of which indemnity may be sought hereunder (a "Third Party Claim") within 20 days of such claim commencement. Any such notice shall specify in reasonable detail the claim, assessment, action, suit, audit or demand (providing sufficient details with respect to such claim or demand to put proceeding. The Indemnified Party will give the Indemnifying Party on notice of such claim or demand) and information with respect thereto as the amount or Indemnifying Party may reasonably request. Thereafter, the estimated amount thereof Indemnified Party shall promptly deliver to the extent such estimate is then feasible Indemnifying Party after the Indemnified Party's receipt thereof, copies of all notices and documents (which estimate shall not be conclusive of including court papers) received by the final amount of such claim and demand) (Indemnified Party relating to the "Claim Notice")Third Party Claim. The Indemnifying Party shall promptly notify have the Indemnified Party right, exercisable by written notice (athe "Notice") whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand and (b) whether or not it desires to defend at any time following receipt of notice from the Indemnified Party against such claim or demand. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party. Except as hereinafter provided, in the event that the Indemnifying Party promptly notifies the Indemnified Party that it accepts liability hereunder with respect thereto and elects to defend the Indemnified Party against such claim or demand, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings with counsel reasonably satisfactory to the Indemnified Party and shall have the sole power to direct and control such defense. If any Indemnified Party desires to participate in any such defense it may do so at its sole cost and expense. The Indemnified Party shall not settle a claim or demand without the consent of the Indemnifying Partycommencement of or assertion of any Third Party Claim, unless (i) the Indemnifying Party shall have failed to promptly assume the defense thereof and (ii) within 10 days after the Indemnified Party shall have given the Indemnifying Party written notice of the proposed settlement, the Indemnifying Party shall not have given the Indemnified Party written notice accepting liability hereunder with respect thereto and of its election to assume the defense of such claim or demandThird Party Claim, in which event using counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnified Party may enter into for legal expenses subsequently incurred by the proposed settlement and Indemnified Party in connection with the defense thereof. Regardless of whether the Indemnifying Party elects to assume the defense of any such Third Party Claim, the Indemnified Party shall not be entitled to object to the terms thereof. The Indemnifying Party shall notadmit any liability with respect to, without the prior written consent of the Indemnified Party, or settle, compromise or offer to settle or compromise any discharge, such claim or demand on a basis which would result in (i) Third Party Claim without the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the Indemnified Indemnifying Party's business or any subsidiary or Affiliate thereof, (ii) any remedy other than damages payable in full by the Indemnifying Party or (iii) any admission of a violation of Law that would constitute a crime or any other admission of a violation of Law that would impair in any material respect the Indemnified Party's conduct of its business or would establish, by collateral estoppel or by legally admissible evidence, the basis of any other claim against the Indemnified Party which would not be subject to full indemnity hereunder. If the Indemnifying Party elects not to defend the Indemnified Party against such claim or demand, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the amount of any such claim or demand, or, if the same be contested by the Indemnified Party, then that portion thereof as to which such defense is unsuccessful (and the reasonable costs and expenses pertaining to such defense) shall be the liability of the Indemnifying Party hereunder, subject to the limitations set forth in Section 12.1 hereofprior written consent.

Method of Asserting Claims, Etc. To be entitled to indemnity hereunder, an Indemnified Party must send notice of a claim to the Indemnifying Party within the applicable Time Limitations and within 15 business days of the Indemnified Party becoming aware of the state of facts underlying the claim, but the failure to notify the Indemnifying Party within such time period will not relieve the indemnifying party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such action is actually prejudiced by the Indemnified Party's failure to give such notice. All claims for indemnification by any the Indemnified Party Parties hereunder shall will be asserted and resolved as set forth in this Section 12.39.5 except for claims pursuant to Article V hereof (as to which the provisions of Article V will be applicable). In the event that any written claim or demand for which an Buyer or Seller, as the case may be (the “Indemnifying Party Party”), would be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall will promptly, but in no event more than 15 business ten days following such Indemnified Party's ’s receipt of such claim or demand, notify the Indemnifying Party of such claim or demand (providing sufficient details with respect to such claim or demand to put the Indemnifying Party on notice of such claim or demand) and the amount or the estimated amount thereof to the extent such estimate is then feasible (which estimate shall will not be conclusive in any manner prejudice the right of the final amount of such claim and demandIndemnified Party to indemnification to the fullest extent provided hereunder) (the "“Third Party Claim Notice"”) and in the event that an Indemnified Party asserts a claim for indemnity under this Article IX, not including a third party claim, the Indemnified Party will notify the Indemnifying Party promptly following its discovery of the facts or circumstances giving rise thereto (together, with a Third Party Claim Notice, a “Claim Notice”); provided, that the failure to notify on the part of the Indemnified Party in the manner set forth herein will not foreclose any rights otherwise available to such Indemnified Party hereunder, except to the extent that the Indemnifying Party is prejudiced by such failure to notify. The Indemnifying Party shall promptly will have thirty (30) days from the receipt of the Claim Notice (except that such a period will be decreased to a time ten (10) days before a scheduled appearance date in a litigated matter) (the “Notice Period”) to notify the Indemnified Party (a) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand and (b) whether or not it desires to defend the Indemnified Party against such claim or demand. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall will be a liability of, and shall will be paid by, the Indemnifying Party. Except as hereinafter ; provided, however, that the amount of such expenses will be a liability of the Indemnifying Party hereunder, subject to the limitations set forth in Section 9.1 hereof. In the event that the Indemnifying Party promptly notifies the Indemnified Party within the Notice Period that it accepts liability hereunder with respect thereto and elects desires to defend the Indemnified Party against such claim or demanddemand (if it is a third party claim), and except as hereinafter provided, the Indemnifying Party shall will have the right to defend the Indemnified Party by appropriate proceedings with and by counsel reasonably satisfactory acceptable to the Indemnified Party and shall have the sole power to direct and control such defenseParty. If any Indemnified Party desires to participate in in, but not control, any such defense or settlement it may do so at its sole cost and expense. The Indemnified Party shall will not settle a claim or demand without the consent of the Indemnifying Party, unless (i) the Indemnifying Party shall have failed to promptly assume the defense thereof and (ii) within 10 days after the Indemnified Party shall have given the Indemnifying Party written notice of the proposed settlement, the Indemnifying Party shall not have given the Indemnified Party written notice accepting liability hereunder with respect thereto and of its election to assume the defense of such claim or demand, in which event the Indemnified Party consent may enter into the proposed settlement and the Indemnifying Party shall not be entitled to object to the terms thereofunreasonably withheld or delayed. The Indemnifying Party shall may not, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any such claim or demand demand: (a) without obtaining an unconditional and full release in favor of the Indemnified Party with regard to such claim or demand, and (b) on a basis which would result in (i) the imposition of a consent order, injunction or decree Court Order which would restrict the future activity or conduct of of, or which would otherwise be reasonably likely to have a material adverse effect on, the Indemnified Party's business Party or any subsidiary or Affiliate thereof, (ii) any remedy other than damages payable in full by the Indemnifying Party or (iii) any admission of a violation of Law that would constitute a crime or any other admission of a violation of Law that would impair in any material respect the Indemnified Party's conduct of its business or would establish, by collateral estoppel or by legally admissible evidence, the basis of any other claim against the Indemnified Party which would not be subject to full indemnity hereunder. If the Indemnifying Party elects not to defend the Indemnified Party against such claim or demand, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the amount of any such claim or demand, or, if the same be contested by the Indemnified Party, then that portion thereof of any such claim or demand as to which such defense is unsuccessful (and the all reasonable costs and expenses pertaining to such defense) shall will be the liability of the Indemnifying Party hereunder, subject to the limitations set forth in Section 12.1 9.1 hereof. To the extent the Indemnifying Party controls or participates in the defense or settlement of any third party claim or demand, the Indemnified Party will give to the Indemnifying Party and its counsel reasonable access to all business records and other documents relevant to such defense or settlement, and will permit them to consult with the employees and counsel of the Indemnified Party. The Indemnified Party will use its commercially reasonable efforts in the defense of all such claims, and in connection therewith will be entitled to reimbursement by the Indemnifying Party of expenses directly related to efforts undertaken at the specific request of the Indemnifying Party.

Method of Asserting Claims, Etc. To be entitled to indemnity hereunder, an Indemnified Party must send notice of a claim to the Indemnifying Party within the applicable Time Limitations and within 15 business days of the Indemnified Party becoming aware of the state of facts underlying the claim, but the failure to notify the Indemnifying Party within such time period will not relieve the indemnifying party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such action is actually prejudiced by the Indemnified Party's failure to give such notice. All claims for indemnification by any Indemnified Party hereunder shall be asserted and resolved as set forth in this Section 12.3. In the event that any written claim or demand for which an Indemnifying Party would be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly, but in no event more than 15 twenty (20) business days following such Indemnified Party's ’s receipt of such claim or demand, notify the Indemnifying Party of such claim or demand (providing sufficient details with respect to such claim or demand to put the Indemnifying Party on notice of such claim or demand) and the amount or the estimated amount thereof to the extent such estimate is then feasible (which estimate shall not be conclusive of the final amount of such claim and demand) (the "“Claim Notice"”); provided, that the failure to notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially prejudiced the Indemnifying Party. The Indemnifying Party shall promptly have sixty (60) days from the personal delivery or mailing of the Claim Notice (the “Notice Period”) to notify the Indemnified Party (a) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand and (b) whether or not it desires to defend the Indemnified Party against such claim or demand. An election to assume the defense of such claim or demand shall not be deemed to be an admission that the Indemnifying Party is liable to the Indemnified Party in respect of such claim or demand. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party, subject to the limitations set forth in this Article VIII. Except as hereinafter providedIn the event that it is ultimately determined that the Indemnifying Party is not obligated to indemnify, defend or hold the Indemnified Party harmless from and against any third party claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including attorney’s fees and court costs) incurred by the Indemnifying Party in its defense of the third party claim. In the event that the Indemnifying Party promptly notifies the Indemnified Party within the Notice Period that it accepts liability hereunder with respect thereto and elects desires to defend the Indemnified Party against such claim or demand, except as hereinafter provided, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings with counsel reasonably satisfactory to the Indemnified Party and shall have the sole power to direct and control such defenseproceedings. If any Indemnified Party desires to participate in in, but not control, any such defense or settlement, it may do so at its sole cost and expense. The Indemnified Party shall not settle a claim or demand without the consent of the Indemnifying Party, unless (i) the Indemnifying Party shall have failed to promptly assume the defense thereof and (ii) within 10 days after the Indemnified Party shall have given the Indemnifying Party written notice of the proposed settlement, the Indemnifying Party shall not have given the Indemnified Party written notice accepting liability hereunder with respect thereto and of its election to assume the defense of such claim or demand, in which event the Indemnified Party may enter into the proposed settlement and the Indemnifying Party shall not be entitled to object to the terms thereofunreasonably withheld. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in (i) the imposition of a consent order, injunction or decree which that would restrict the future activity or conduct of the Indemnified Party's business Party or any subsidiary or Affiliate thereof, (ii) any remedy other than damages payable in full by . To the extent the Indemnifying Party shall control or (iii) any admission of a violation of Law that would constitute a crime participate in the defense or any other admission of a violation of Law that would impair in any material respect the Indemnified Party's conduct of its business or would establish, by collateral estoppel or by legally admissible evidence, the basis settlement of any other claim against the Indemnified Party which would not be subject to full indemnity hereunder. If the Indemnifying Party elects not to defend the Indemnified Party against such third party claim or demand, whether by not giving the Indemnified Party timely notice as provided above or otherwisewill give the Indemnifying Party and its counsel access to, then during normal business hours, the amount relevant business records and other documents, and shall permit them to consult with the employees and counsel of any such claim or demand, or, if the same be contested by the Indemnified Party. The Indemnified Party shall use its best efforts in the defense of all such claims. Any notice of a claim by reason of any of the representations, then that portion thereof as warranties or covenants contained in this Agreement shall state specifically the representation, warranty, or covenant with respect to which such defense the claim is unsuccessful (made, the facts giving rise to an alleged basis for the claim, and the reasonable costs and expenses pertaining to such defense) shall be estimated amount of the liability of asserted against the Indemnifying Party hereunder, subject to by reason of the limitations set forth in Section 12.1 hereofclaim.

Method of Asserting Claims, Etc. To be entitled to indemnity hereunder, an Indemnified Party must send notice of a claim to the Indemnifying Party within the applicable Time Limitations and within 15 business days of the Indemnified Party becoming aware of the state of facts underlying the claim, but the failure to notify the Indemnifying Party within such time period will not relieve the indemnifying party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such action is actually prejudiced by the Indemnified Party's failure to give such notice. All claims for indemnification by any Indemnified Party hereunder shall be asserted and resolved as set forth in this Section 12.37.3. In the event that any written claim or demand for which an Indemnifying Party would be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly, but in no event more than 15 business fifteen (15) days following such Indemnified Party's ’s receipt of such claim or demand, notify the Indemnifying Party of such claim or demand (providing sufficient details with respect to in a written notice that describes such claim or demand to put in reasonable detail, including the Indemnifying Party on notice sections of this Agreement which form the basis for such claim or demand) demand and the amount or the estimated amount thereof to the extent such estimate is then feasible (which estimate shall not be conclusive of the final amount of such claim and demand) along with copies of all written evidence thereof (the "“Claim Notice"”). Subject to Section 7.1, no delay in or failure to give notice to the Indemnifying Party pursuant to this Section 7.3 will adversely affect any of the other rights or remedies that the Indemnified Party has under this Agreement, or alter or relieve the Indemnifying Party of its obligations to indemnify the Indemnified Party, except to the extent that the Indemnifying Party is actually and materially prejudiced thereby. The Indemnifying Party shall promptly have thirty (30) days from the personal delivery or mailing of the Claim Notice (the “Notice Period”) to notify the Indemnified Party (a) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand and (b) whether or not it desires to defend the Indemnified Party against such claim or demand. All An election to assume the defense of such claim or demand shall not be deemed to be an admission that the Indemnifying Party is liable to the Indemnified Party in respect of such claim or demand. In the event that it is ultimately determined that the Indemnifying Party is not obligated to indemnify, defend or hold the Indemnified Party harmless from and against any third party claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including without limitation, attorney’s fees and court costs) incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, its defense of the Indemnifying Partythird party claim. Except as hereinafter provided, in In the event that the Indemnifying Party promptly notifies the Indemnified Party within the Notice Period that it accepts liability hereunder with respect thereto and elects desires to defend the Indemnified Party against such claim or demand, except as hereinafter provided, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings with counsel reasonably satisfactory to the Indemnified Party and shall have the sole power to direct and control such defenseproceedings. If any Indemnified Party desires to participate in in, but not control, any such defense or settlement, it may do so at its sole cost and expense; provided however, that if, in the good faith determination of the Indemnifying Party’s counsel, representation by the Indemnifying Party’s counsel would not be permissible under the applicable standards of professional conduct, the Indemnified Party shall be entitled to participate in the defense thereof with counsel of its own choice at the expense of the Indemnifying Party; it being understood that the Indemnifying Party shall control such defense. The Indemnified Party shall not settle a claim or demand without the consent of the Indemnifying Party, unless (i) the Indemnifying Party shall have failed to promptly assume the defense thereof and (ii) within 10 days after the Indemnified Party shall have given the Indemnifying Party written notice of the proposed settlement, the Indemnifying Party shall not have given the Indemnified Party written notice accepting liability hereunder with respect thereto and of its election to assume the defense of such claim or demand, in which event the Indemnified Party may enter into the proposed settlement and the Indemnifying Party shall not be entitled to object to the terms thereofunreasonably withheld. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in (i) the imposition of a consent order, injunction or decree which that would restrict the future activity or conduct of the Indemnified Party's business Party or any subsidiary or Affiliate thereof, (ii) any remedy other than damages payable in full by the Indemnifying Party or (iii) any admission of a violation of Law that would constitute a crime or any other admission of a violation of Law that would impair in any material respect the Indemnified Party's conduct of its business or would establish, by collateral estoppel or by legally admissible evidence, the basis of any other claim against the Indemnified Party which would not be subject to full indemnity hereunder. If the Indemnifying Party elects not to defend the Indemnified Party against such a claim or demanddemand for which the Indemnifying Party has an indemnification obligation hereunder, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the amount of any such claim or demand, or, if the same be contested by the Indemnified Party, then that portion thereof as to which such defense is unsuccessful (and the reasonable costs and expenses pertaining to such defense) shall be the liability of the Indemnifying Party hereunder, subject to the limitations set forth in Section 12.1 hereofthis Article VII. To the extent the Indemnifying Party shall control or participate in the defense or settlement of any third party claim or demand, the Indemnified Party will give the Indemnifying Party and its counsel access to, during normal business hours and upon reasonable notice, the relevant business records and other documents, and shall permit them to consult with the employees and counsel of the Indemnified Party. The Indemnified Party shall use its commercially reasonable efforts in the defense of all such claims. Any notice of a claim by reason of any of the representations, warranties or covenants contained in this Agreement shall state specifically the representation, warranty, or covenant with respect to which the claim is made, the facts giving rise to an alleged basis for the claim, and the amount of the liability asserted against the Indemnifying Party by reason of the claim.

Method of Asserting Claims, Etc. To be entitled to indemnity hereunder, an Indemnified Party must send notice of a claim to the Indemnifying Party within the applicable Time Limitations and within 15 business days of the Indemnified Party becoming aware of the state of facts underlying the claim, but the failure to notify the Indemnifying Party within such time period will not relieve the indemnifying party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such action is actually prejudiced by the Indemnified Party's failure to give such notice. All claims for indemnification by any the Indemnified Party hereunder shall be asserted and resolved as set forth in this Section 12.37.5. In the event that any written claim or demand for which Superior, Essex, Nexans, Participations, Nexans Wires, or L&K, as applicable (an “Indemnifying Party would Party”), may be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly, but in no event more later than 15 business days following such Indemnified Party's ’s receipt of such claim or demand, notify in writing the Indemnifying Party of such claim or demand (providing sufficient details the “Claim Notice”). The failure by any Indemnified Party to notify the Indemnifying Party in accordance with this Section 7.5 shall not relieve any Indemnifying Party from any liability which it may have to such Indemnified Party with respect to such any claim or demand made pursuant to put the Indemnifying Party on notice of such claim or demand) and the amount or the estimated amount thereof this Section 7.5, except to the extent such estimate is then feasible (which estimate shall not be conclusive of failure actually prejudices the final amount of such claim and demand) (the "Claim Notice")Indemnifying Party. The Indemnifying Party shall promptly have 30 days after receipt of the Claim Notice, whichever is later, (the “Notice Period”) to notify the Indemnified Party (a) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand and (b) whether or not it desires to defend the Indemnified Party against such claim or demanddemand and shall during the Notice Period and thereafter be provided by the Indemnified Party with such information relating to the claim or demand as the Indemnifying Party shall request. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, borne by the Indemnifying Party. Except as hereinafter provided, in the event that the Indemnifying Party promptly notifies the Indemnified Party within the Notice Period that it accepts liability hereunder with respect thereto and elects desires to defend the Indemnified Party against such claim or demand, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings with counsel reasonably satisfactory to the Indemnified Party and shall have the sole power to direct and control such defense. If the Indemnifying Party so elects to assume the defense of such claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party, except as hereinafter provided. The Indemnifying Party shall be liable for the reasonable fees and expenses of the Indemnified Party in connection with the defense of a claim if the Indemnified Party shall have been advised in writing by outside counsel that there are actual conflicts of interests between the Indemnified Party and the Indemnifying Party in connection with the defense of such claim; provided, however, that the Indemnifying Party shall not be responsible for the fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties. If any Indemnified Party desires to participate in in, but not control, any such defense it may do so at its sole cost and expenseexpense (except as provided in the preceding sentence), provided that in any action seeking an injunction or decree which would materially restrict the future activity or conduct of the Indemnified Party or any Subsidiary or Affiliate thereof, the Indemnified Party shall be entitled to participate in the defense of such action at the expense of the Indemnifying Party. The Indemnified Party shall not settle settle, compromise or discharge a claim or demand for which it is indemnified by the Indemnifying Party or admit to any liability with respect to such claim or demand without the prior written consent of the Indemnifying Party, unless (i) the Indemnifying Party shall have failed to promptly assume the defense thereof and (ii) within 10 days after the Indemnified Party shall have given the Indemnifying Party written notice of the proposed settlement, the Indemnifying Party shall not have given the Indemnified Party written notice accepting liability hereunder with respect thereto and of its election to assume the defense of such claim or demand, in which event the Indemnified Party may enter into the proposed settlement and the Indemnifying Party shall not be entitled to object to the terms thereof. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in (i) the imposition of a consent order, injunction or decree which that would restrict the future activity or conduct of the Indemnified Party's business Party or any subsidiary Subsidiary or Affiliate thereof, (ii) any remedy other than damages payable in full by . To the extent the Indemnifying Party shall direct, control or (iii) any admission of a violation of Law that would constitute a crime participate in the defense or any other admission of a violation of Law that would impair in any material respect the Indemnified Party's conduct of its business or would establish, by collateral estoppel or by legally admissible evidence, the basis settlement of any other third party claim against or demand, the Indemnified Party which would not be subject will provide the Indemnifying Party and its counsel access to full indemnity hereunderall relevant business records and other documents, and shall use its reasonable best efforts to assist, and to cause the employees and counsel of the Indemnified Party to assist, in defense of such claim. If the Indemnifying Party elects not to defend the Indemnified Party against such claim or demand, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the amount of any such claim or demand, or, if the same be contested by foregoing prohibits the Indemnifying Party from defending the Indemnified Party, then that portion thereof as to which such defense is unsuccessful (the Indemnified Party shall have the right and the reasonable costs obligation to defend the claim or demand by appropriate proceedings and expenses pertaining shall have the sole power to direct and control such defense) shall be the liability of . In such case, the Indemnifying Party hereundermay participate in the defense at its own expense, subject and the Indemnified Party will provide the Indemnifying Party and its counsel reasonable access to all relevant business records and other documents to the limitations set forth in Section 12.1 hereofextent not covered by the attorney-client privilege.

Method of Asserting Claims, Etc. To be entitled (a) Except as provided in Article V with respect to indemnity hereundermatters related to Taxes and as set forth in paragraph (b) below, an Indemnified Party must send notice of a claim to the Indemnifying Party within the applicable Time Limitations and within 15 business days of the Indemnified Party becoming aware of the state of facts underlying the claim, but the failure to notify the Indemnifying Party within such time period will not relieve the indemnifying party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such action is actually prejudiced by the Indemnified Party's failure to give such notice. All all claims for indemnification by any the Indemnified Party hereunder with respect to third-party claims shall be asserted and resolved as set forth in this Section 12.39.5(a). In the event that any written claim or demand for which Seller or Buyer, as the case may be (in such capacity, an "Indemnifying Party would Party"), may be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly, but in no event more later than 15 business days following such Indemnified Party's receipt of such claim or demand, notify in writing the Indemnifying Party of such claim or demand (providing sufficient details with respect to such claim or demand to put the Indemnifying Party on notice of such claim or demand) and the amount or the estimated amount thereof to the extent such estimate is then feasible (which estimate shall not be conclusive of the final amount of such claim and or demand) (the "Claim Notice"). The Indemnifying Party shall promptly notify (i) have no liability with respect to any expenses incurred by the Indemnified Party (a) whether or not with respect to the relevant third-party claims prior to the time the Claim Notice is delivered to the Indemnifying Party disputes the liability and such expenses shall be deemed not to be Losses of the Indemnifying Party to the Indemnified Party hereunder and (ii) be relieved of its obligations to indemnify the Indemnified Party with respect to such claim or demand and if the Indemnified Party fails to timely deliver the Claim Notice, but only to the extent the Indemnifying Party is prejudiced thereby. The Indemnifying Party shall have 30 days from the personal delivery or mailing of the Claim Notice, whichever is later, (bthe "Notice Period") to notify the Indemnified Party whether or not it desires to defend the Indemnified Party against such claim or demanddemand and shall during the Notice Period and thereafter be provided by the Indemnified Party with such information relating to the claim or demand as the Indemnifying Party shall request. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, borne by the Indemnifying Party. Except as hereinafter provided, in the event that the Indemnifying Party promptly notifies the Indemnified Party within the Notice Period that it accepts liability hereunder with respect thereto and elects desires to defend the Indemnified Party against such claim or demand, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings with counsel reasonably satisfactory to the Indemnified Party and shall have the sole power to direct and control such defense. If the Indemnifying Party so elects to assume the defense of such claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party. If any Indemnified Party desires to participate in in, but not control, any such defense it may do so at its sole cost and expense; provided that in any action seeking an injunction or decree which would restrict the future activity or conduct of the Indemnified Party or any Subsidiary or Affiliate thereof, the Indemnified Party shall be entitled to participate in the defense of such action at the expense of the Indemnifying Party. The Indemnified Party shall not settle settle, compromise or discharge a claim or demand for which it is indemnified by the Indemnifying Party or admit to any liability with respect to such claim or demand without the prior written consent of the Indemnifying Party, unless Party (i) the Indemnifying Party shall have failed to promptly assume the defense thereof and (ii) within 10 days after the Indemnified Party shall have given the Indemnifying Party written notice of the proposed settlement, the Indemnifying Party shall not have given the Indemnified Party written notice accepting liability hereunder with respect thereto and of its election to assume the defense of such claim or demand, in which event the Indemnified Party may enter into the proposed settlement and the Indemnifying Party consent shall not be entitled to object to the terms thereofunreasonably withheld). The Indemnifying Party shall not, without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld), settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in (i) the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the Indemnified Party's business Party or any subsidiary Subsidiary or Affiliate thereof, (ii) any remedy other than damages payable in full by . To the extent the Indemnifying Party shall direct, control or (iii) any admission of a violation of Law that would constitute a crime participate in the defense or any other admission of a violation of Law that would impair in any material respect the Indemnified Party's conduct of its business or would establish, by collateral estoppel or by legally admissible evidence, the basis settlement of any other third party claim against or demand, the Indemnified Party which would not be subject will provide the Indemnifying Party and its counsel access to full indemnity hereunderall relevant business records and other documents, and shall use its reasonable best efforts to assist, and to cause the employees and counsel of the Indemnified Party to assist, in defense of such claim. If the Indemnifying Party elects not to defend the Indemnified Party against such claim or demandParty, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then shall have the amount of any such right to defend the claim or demand, or, if demand by appropriate proceedings and shall have the same be contested by the Indemnified Party, then that portion thereof as sole power to which such defense is unsuccessful (direct and the reasonable costs and expenses pertaining to control such defense) shall be the liability of . In any event, the Indemnifying Party hereunder, subject shall have the right to participate in the limitations set forth in Section 12.1 hereofdefense or settlement of any third party claim or demand for which the Indemnifying Party may be liable hereunder at its own expense.

Method of Asserting Claims, Etc. To be entitled to indemnity hereunder, an Indemnified Party must send notice of a claim to the Indemnifying Party within the applicable Time Limitations and within 15 business days of the Indemnified Party becoming aware of the state of facts underlying the claim, but the failure to notify the Indemnifying Party within such time period will not relieve the indemnifying party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such action is actually prejudiced by the Indemnified Party's failure to give such notice. All claims for indemnification by any Indemnified Party hereunder shall be asserted and resolved as set forth in this Section 12.39.6. In the event that any written claim or demand for which Seller or Buyer, as the case may be (an "Indemnifying Party would Party"), may be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly, but in no event more later than 15 business 30 days following such Indemnified Party's receipt of such claim or demand, notify in writing the Indemnifying Party of such claim or demand (providing sufficient details with respect to such claim or demand to put the Indemnifying Party on notice of such claim or demand) and the amount or the estimated amount thereof to the extent such estimate is then feasible (which estimate shall not be conclusive of the final amount of such claim and or demand) (the "Claim Notice"). The Indemnifying Party shall promptly notify be relieved of its obligations to indemnify the Indemnified Party (a) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand and if the Indemnified Party fails to timely deliver the Claim Notice to the extent that the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall have 30 days after the personal delivery or mailing of the Claim Notice, whichever is later, (bthe "Notice Period") to notify the Indemnified Party whether or not it desires to defend the Indemnified Party against such claim or demanddemand and shall during the Notice Period and thereafter be provided by the Indemnified Party with such information relating to the claim or demand as the Indemnifying Party shall reasonably request. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, borne by the Indemnifying Party, but shall be counted towards the Limit if such Claim is for breach of a representation or warranty other than such representations and warranties exempt from the Limit as set forth in Section 9.1. Except as hereinafter provided, in the event that the Indemnifying Party promptly notifies the Indemnified Party within the Notice Period that it accepts liability hereunder with respect thereto and elects desires to defend the Indemnified Party against such claim or demand, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings with counsel reasonably satisfactory to the Indemnified Party and shall have the sole power to direct and control such defense. If the Indemnifying Party so elects to assume the defense of such claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party. If any Indemnified Party desires to participate in in, but not control, any such defense it may do so at its sole cost and expense. The Indemnified Party shall not settle settle, compromise or discharge a claim or demand for which it is indemnified by the Indemnifying Party or admit to any liability with respect to such claim or demand without the prior written consent of the Indemnifying Party, unless Party (i) the Indemnifying Party shall have failed to promptly assume the defense thereof and (ii) within 10 days after the Indemnified Party shall have given the Indemnifying Party written notice of the proposed settlement, the Indemnifying Party shall not have given the Indemnified Party written notice accepting liability hereunder with respect thereto and of its election to assume the defense of such claim or demand, in which event the Indemnified Party may enter into the proposed settlement and the Indemnifying Party consent shall not be entitled to object to the terms thereofunreasonably withheld or delayed). The Indemnifying Party shall not, without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld or delayed), settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result unless the terms of such settlement provide for no admission of liability, fault or violation of Law or Contract and no relief other than payments of monetary damages that are not to be paid by the Indemnified Party or any of its Affiliates. To the extent the Indemnifying Party shall direct, control or participate in (i) the imposition defense or settlement of a consent orderany third party claim or demand, injunction or decree which would restrict the future activity or conduct Indemnified Party shall provide the Indemnifying Party and its counsel reasonable access to all relevant business records and other documents, and shall use its reasonable best efforts to assist, and to cause the employees and counsel of the Indemnified Party's business or any subsidiary or Affiliate thereofParty to assist, (ii) any remedy other than damages payable in full by defense of such claim. Notwithstanding the Indemnifying Party or (iii) any admission of a violation of Law that would constitute a crime or any other admission of a violation of Law that would impair in any material respect the Indemnified Party's conduct of its business or would establishforegoing, by collateral estoppel or by legally admissible evidence, the basis of any other claim against the Indemnified Party which would not be subject to full indemnity hereunder. If if the Indemnifying Party elects not to defend the Indemnified Party against such claim or demandif an actual conflict of interest exists, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then shall (at the amount of any such claim or demand, or, if the same be contested by the Indemnified Party, then that portion thereof as to which such defense is unsuccessful (sole cost and the reasonable costs and expenses pertaining to such defense) shall be the liability expense of the Indemnifying Party hereunderin accordance with and subject to this Article IX) have the right and the obligation to vigorously defend the claim or demand by appropriate proceedings and shall have the sole power to direct and control such defense with respect to itself, subject to the limitations set forth restriction on settlement pursuant to this Article IX. In any event, the Indemnifying Party shall have the right to participate in Section 12.1 hereofthe defense or settlement of any third party claim or demand for which the Indemnifying Party may be liable hereunder at its own expense.

Method of Asserting Claims, Etc. To be entitled to indemnity hereunder, an Indemnified Party must send notice of a claim to the Indemnifying Party within the applicable Time Limitations and within 15 business days of the Indemnified Party becoming aware of the state of facts underlying the claim, but the failure to notify the Indemnifying Party within such time period will not relieve the indemnifying party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such action is actually prejudiced by the Indemnified Party's failure to give such notice. (a) All claims for indemnification by any Indemnified Party hereunder shall be asserted and resolved as set forth in this Section 12.37.4. In the event that any written claim or written demand for which an Indemnifying Party would be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly, but in no event more than 15 business days following such Indemnified Party's receipt of such claim or demand, notify the Indemnifying Party of such claim or demand (providing sufficient details with respect to such claim or demand to put the Indemnifying Party on notice of such claim or demand) and the amount or the estimated amount thereof to the extent such estimate is then feasible (which estimate shall not be conclusive in any manner prejudice the right of the final amount of such claim and demandIndemnified Party to indemnification to the fullest extent provided hereunder) (the "Third Party Claim Notice") and in the event that an Indemnified Party shall assert a claim for indemnity under this Article VII not including a third party claim, the Indemnified Party shall notify the Indemnifying Party promptly following its discovery of the facts or circumstances giving rise thereto (together, with a Third Party Claim Notice, a "Claim Notice"); provided, that no such notice need be provided to the Indemnifying Party if the applicable Threshold has not been exceeded and will not be exceeded by such claim or demand; and provided, further, that the failure to notify on the part of the Indemnified Party in the manner set forth herein shall not foreclose any rights otherwise available to such Indemnified Party hereunder, except to the extent that the Indemnifying Party is materially prejudiced by such failure to notify. The Indemnifying Party shall promptly have 30 days from the personal delivery or mailing of the Third Party Claim Notice (except that such a period shall be decreased to a time 10 days before a scheduled appearance date in a litigated matter) (the "Notice Period") to notify the Indemnified Party (ai) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party Sellers to the Indemnified Party hereunder with respect to such claim or demand and (bii) whether or not it desires to defend the Indemnified Party against such claim or demand, which it shall not be entitled to do until the Threshold is exceeded. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party. Except as hereinafter ; provided, however, that the amount of such expenses shall be a liability of the Indemnifying Party subject to the limitations set forth in Section 7.2(b). In the event that the Indemnifying Party promptly notifies the Indemnified Party within the Notice Period that it accepts liability hereunder with respect thereto and elects desires to defend the Indemnified Party against such claim or demand, which it shall not be entitled to do until the Threshold is exceeded and except as hereinafter provided, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings with and by counsel reasonably satisfactory acceptable to the Indemnified Party, provided that the Indemnifying Party proceeds in good faith, expeditiously and shall have the sole power to direct and control such defensediligently. If any Indemnified Party desires to participate in in, but not control, any such defense or settlement as to which the Indemnifying Party has assumed the defense in accordance with the foregoing, it may do so at its sole cost and expense. The Indemnified Party shall not settle a claim or demand without the consent of the Indemnifying Party, unless (i) the Indemnifying Party shall have failed to promptly assume the defense thereof and (ii) within 10 days after the Indemnified Party shall have given the Indemnifying Party written notice of the proposed settlement, the Indemnifying Party shall not have given the Indemnified Party written notice accepting liability hereunder with respect thereto and of its election to assume the defense of such claim or demand, in which event the Indemnified Party may enter into the proposed settlement and the Indemnifying Party shall not be entitled to object to the terms thereof. The Indemnifying Party shall not, without the prior written 40 45 consent of the Indemnified Party, settle, compromise or offer to settle or compromise any such claim or demand (including, without limitation, in connection with any audit, adjustment or assessment relating to Taxes) on a basis which that (i) would result in (i) the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of of, or (ii) would otherwise have a Material Adverse Effect on, the Indemnified Party's business Party or any subsidiary or Affiliate thereof, (ii) any remedy other than damages payable in full by the Indemnifying Party or (iii) any admission of a violation of Law that would constitute a crime or any other admission of a violation of Law that would impair in any material respect the Indemnified Party's conduct of its business or would establish, by collateral estoppel or by legally admissible evidence, the basis of any other claim against the Indemnified Party which would not be subject to full indemnity hereunder. If the Indemnifying Party elects not to defend the Indemnified Party against such claim or demand, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the amount of any such claim or demand, or, if the same be contested by the Indemnified Party, then that portion thereof of any such claim or demand as to which such defense is unsuccessful (and the all reasonable costs and expenses pertaining to such defense) shall be the liability of the Indemnifying Party hereunder, subject to the limitations set forth in Section 12.1 hereof7.2(b). To the extent the Indemnifying Party shall control or participate in the defense or settlement of any third party claim or demand, the Indemnified Party will give to the Indemnifying Party and its counsel reasonable access to all business records and other documents relevant to such defense or settlement, and shall permit them upon reasonable request to consult with the employees and counsel of the Indemnified Party. The Indemnified Party shall use its best efforts in the defense of all such claims, and in connection therewith shall be entitled to reimbursement by the Indemnifying Party of expenses directly related to efforts undertaken at the specific request of the Indemnifying Party.

Method of Asserting Claims, Etc. To be entitled to indemnity hereunder, 6.3.1 Promptly after receipt by an Indemnified PRG Party must send or an Indemnified Seller Party (the "Indemnified Party") of notice of a claim or demand (an "Asserted Liability") that may result in indemnification pursuant to Sections 6.1 or 6.2 of this Agreement, the Indemnified Party shall give written notice thereof (the "Claims Notice") to the party or parties against whom indemnification is or may be claimed (individually an "Indemnifying Party", and collectively the "Indemnifying Parties"). The Claims Notice shall describe the Asserted Liability in reasonably sufficient detail, based on the information then available, to allow the Indemnifying Party within to evaluate the applicable Time Limitations Asserted Liability. The Indemnifying Party may elect to compromise or defend, at its own expense and within 15 business days by its own counsel, reasonably acceptable to the Indemnified Party, any Asserted Liability; provided, however, that (a) the Indemnifying Party may not compromise or settle any Asserted Liability without the consent of the Indemnified Party becoming aware of the state of facts underlying the claim, but the failure to notify the Indemnifying Party within or Parties unless such time period will not relieve the indemnifying party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such action is actually prejudiced by compromise or settlement requires no more than a monetary payment for which the Indemnified Party's failure to give such notice. All claims for indemnification by any Party or Indemnified Parties hereunder are fully indemnified or involves other matters not binding upon the Indemnified Party hereunder shall be asserted or Indemnified Parties, and resolved as set forth in this Section 12.3. In the event that any written claim or demand for which an Indemnifying Party would be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly, but in no event more than 15 business days following such Indemnified Party's receipt of such claim or demand, notify the Indemnifying Party of such claim or demand (providing sufficient details with respect to such claim or demand to put the Indemnifying Party on notice of such claim or demandb) and the amount or the estimated amount thereof to the extent such estimate is then feasible (which estimate shall not be conclusive of the final amount of such claim and demand) (the "Claim Notice"). The Indemnifying Party shall promptly notify if the Indemnified Party (a) whether or not the Indemnifying Party disputes the liability any of the Indemnifying Indemnified Parties) is an Indemnified PRG Party to the Indemnified Party hereunder with respect to such claim or demand and (b) whether or not it desires to defend the Indemnified Party against such claim or demand. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party. Except as hereinafter providedand, in the event that reasonable opinion of such Indemnified PRG Party, the Indemnifying Party promptly notifies Asserted Liability involves an issue or matter which could have a materially adverse effect on the business, operations, assets, properties or prospects of the Indemnified Party that it accepts liability hereunder with respect thereto PRG Party, including without limitation the administration of the tax returns and elects to defend responsibilities under the tax laws of such Indemnified Party against PRG Party, then such claim or demand, the Indemnifying Indemnified PRG Party shall have the right to compromise or defend, by its own counsel, such Asserted Liability and the reasonable costs incurred by the Indemnified PRG Party with respect to such compromise and defense shall be included in the indemnification obligation of Seller and the Shareholders hereunder. If the Indemnifying Party elects to compromise or defend such Asserted Liability, it shall within thirty (30) calendar days of notice of the Asserted Liability provided under this Subsection (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnified Party by appropriate proceedings with counsel reasonably satisfactory or Indemnified Parties in writing of its intent to do so, and the Indemnified Party and or Indemnified Parties shall have cooperate, at the sole power to direct and control such defense. If any Indemnified Party desires to participate in any such defense it may do so at its sole cost and expense. The Indemnified Party shall not settle a claim or demand without the consent expense of the Indemnifying Party, unless (i) the Indemnifying Party shall have failed with respect to promptly assume the defense thereof and (ii) within 10 days after out-of-pocket expenses of the Indemnified Party shall have given the Indemnifying Party written notice of the proposed settlement, the Indemnifying Party shall not have given the or Indemnified Party written notice accepting liability hereunder with respect thereto and of its election to assume the defense of such claim or demandParties, in which event the Indemnified Party may enter into the proposed settlement and the Indemnifying Party shall not be entitled to object to the terms thereof. The Indemnifying Party shall notcompromise of, without the prior written consent of the Indemnified Partyor defense against, settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in (i) the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the Indemnified Party's business or any subsidiary or Affiliate thereof, (ii) any remedy other than damages payable in full by the Indemnifying Party or (iii) any admission of a violation of Law that would constitute a crime or any other admission of a violation of Law that would impair in any material respect the Indemnified Party's conduct of its business or would establish, by collateral estoppel or by legally admissible evidence, the basis of any other claim against the Indemnified Party which would not be subject to full indemnity hereunderAsserted Liability. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, fails to notify the Indemnified Party against such claim or demandIndemnified Parties of its election as herein provided or contests its obligation to indemnify under this Section, whether by not giving the Indemnified Party timely notice as provided above or otherwiseIndemnified Parties may pay, then the amount compromise or defend such Asserted Liability in respect of any such claim or demandAsserted Liability for which the Indemnifying Party may have an indemnification obligation under this Agreement. Notwithstanding the foregoing, or, if the same be contested by the Indemnified Party, then that portion thereof as to which such defense is unsuccessful (Party or Indemnified Parties and the reasonable Indemnifying Party may participate, at its/their own expense, in the defense of such Asserted Liability in respect of any Asserted Liability for which the Indemnifying Party may have an indemnification obligation under this Agreement. Notwithstanding anything in the foregoing to the contrary, the party that would be responsible under the terms of this Agreement for paying the underlying claim in connection with any Asserted Liability (should that claim ultimately prevail) shall bear the cost of the defense of the claim (with the exception of the costs and expenses pertaining to incurred by any party that voluntarily participates in such defense) shall be regardless of which party actually provides the liability of the Indemnifying Party hereunder, subject to the limitations set forth in Section 12.1 hereofdefense.

Method of Asserting Claims, Etc. To be entitled to indemnity hereunder, an Indemnified Party must send notice of a claim to the Indemnifying Party within the applicable Time Limitations and within 15 business days of the Indemnified Party becoming aware of the state of facts underlying the claim, but the failure to notify the Indemnifying Party within such time period will not relieve the indemnifying party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such action is actually prejudiced by the Indemnified Party's failure to give such notice. All claims for indemnification by any Indemnified Party hereunder shall be asserted and resolved as set forth in this Section 12.3. In the event that any written claim or demand for which an Indemnifying Party would be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall will promptly, but in no event more than 15 business thirty (30) days following such Indemnified Party's ’s receipt of such claim or demand, notify the Indemnifying Party of such claim or demand (providing sufficient details with respect to such claim or demand to put the Indemnifying Party on notice of such claim or demand) and the amount or the estimated amount thereof to the extent such estimate is then feasible (which estimate shall will not be conclusive of the final amount of such claim and demand) (the "“Claim Notice"”); provided, that the failure to notify the Indemnifying Party will not relieve the Indemnifying Party of its obligations hereunder, except, and solely, to the extent such failure has prejudiced the Indemnifying Party. The Indemnifying Party shall promptly will have ninety (90) days from the personal delivery or mailing of the Claim Notice (the “Notice Period”) to notify the Indemnified Party (a) whether or not the Indemnifying Party disputes the it acknowledges in writing its liability of the Indemnifying Party to the Indemnified Party hereunder with in respect to of such claim or demand and (b) whether or not it desires to defend the Indemnified Party against such claim or demand. An election to assume the defense of such claim or demand will be deemed to be an admission that the Indemnifying Party is liable to the Indemnified Party in respect of such claim or demand. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall will be a liability of, and shall will be paid by, the Indemnifying Party. Except as hereinafter provided, subject to the limitations set forth in this Article X. In the event that the Indemnifying Party promptly notifies the Indemnified Party within the Notice Period that it accepts liability hereunder with respect thereto and elects desires to defend the Indemnified Party against such claim or demand, except as hereinafter provided, the Indemnifying Party shall will have the right to defend the Indemnified Party by appropriate proceedings with counsel reasonably satisfactory to the Indemnified Party and shall have the sole power to direct and control such defenseproceedings. If any Indemnified Party desires to participate in in, but not control, any such defense or settlement, it may do so at its sole cost and expense. The Indemnified Party shall will not settle a claim or demand without the consent of the Indemnifying Party, unless (i) the Indemnifying Party shall have failed to promptly assume the defense thereof and (ii) within 10 days after the Indemnified Party shall have given the Indemnifying Party written notice of the proposed settlement, the Indemnifying Party shall not have given the Indemnified Party written notice accepting liability hereunder with respect thereto and of its election to assume the defense of such claim or demand, in which event the Indemnified Party may enter into the proposed settlement and the Indemnifying Party shall will not be entitled to object to the terms thereofunreasonably withheld. The Indemnifying Party shall will not, without the prior written consent of the Indemnified Party, which will not be unreasonably withheld, settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in (i) the imposition of a consent order, injunction or decree which that would restrict the future activity or conduct of the Indemnified Party's business Party or any subsidiary or Affiliate thereof, (ii) any remedy other than damages payable in full by the Indemnifying Party or (iii) any admission of a violation of Law that would constitute a crime or any other admission of a violation of Law that would impair in any material respect the Indemnified Party's conduct of its business or would establish, by collateral estoppel or by legally admissible evidence, the basis of any other claim against the Indemnified Party which would not be subject to full indemnity hereunder. If the Indemnifying Party elects not to defend the Indemnified Party against such a claim or demanddemand for which the Indemnifying Party has an indemnification obligation hereunder, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the amount of any such claim or demand, or, if the same be contested by the Indemnified Party, then that portion thereof as to which such defense of the claim by the Indemnifying Party is unsuccessful (and the reasonable costs and expenses pertaining to such defense) shall will be the liability of the Indemnifying Party hereunder, subject to the limitations set forth in Section 12.1 hereofthis Article X. To the extent the Indemnifying Party will control or participate in the defense or settlement of any third party claim or demand, the Indemnified Party will give the Indemnifying Party and its counsel access to, during normal business hours, the relevant business records and other documents, and will permit them to consult with the employees and counsel of the Indemnified Party. Any notice of a claim by reason of any of the representations, warranties or covenants contained in this Agreement will state specifically the representation, warranty, or covenant with respect to which the claim is made, the facts giving rise to an alleged basis for the claim, and the estimated amount of the liability asserted against the Indemnifying Party by reason of the claim.

Method of Asserting Claims, Etc. To be entitled to indemnity hereunder, an Indemnified Party must send notice of a claim to the Indemnifying Party within the applicable Time Limitations and within 15 business days of the Indemnified Party becoming aware of the state of facts underlying the claim, but the failure to notify the Indemnifying Party within such time period will not relieve the indemnifying party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such action is actually prejudiced by the Indemnified Party's failure to give such notice. All claims for indemnification by any the Seller Parties, on the one hand, or the Buyer and the Company Group, on the other hand (as the case may be, the "Indemnified Party Parties"), hereunder shall be asserted and resolved as set forth in this Section 12.39.5, except for claims pursuant to Article V hereof (as to which the provisions of Article V shall be applicable). In the event that any written claim or demand for which an Buyer or Seller Parties, as the case may be (the "Indemnifying Party Party") would be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly, but in no event more than 15 business fifteen (15) days following such Indemnified Party's receipt of such claim or demand, notify the Indemnifying Party of such claim or demand (providing sufficient details with respect to such claim or demand to put the Indemnifying Party on notice of such claim or demand) and the amount or the estimated amount thereof to the extent such estimate is then feasible (which estimate shall not be conclusive in any manner prejudice the right of the final amount of such claim and demandIndemnified Party to indemnification to the fullest extent provided hereunder) (the "Third Party Claim Notice") and in the event that an Indemnified Party shall assert a claim for indemnity under this Article IX, not including a third party claim, the Indemnified Party shall notify the Indemnifying Party promptly following its discovery of the facts or circumstances giving rise thereto (together, with a Third Party Claim Notice, a "Claim Notice"); provided, that the failure to notify on the part of the Indemnified Party in the manner set forth herein shall not foreclose any rights otherwise available to such Indemnified Party hereunder, except to the extent that the Indemnifying Party is prejudiced by such failure to notify. The Indemnifying Party shall promptly have thirty (30) days from the personal delivery or mailing of the Third Party Claim Notice (except that such a period shall be decreased to a time ten (10) days before a scheduled appearance date in a litigated matter) (the "Notice Period") to notify the Indemnified Party (ai) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand and (bii) whether or not it desires to defend the Indemnified Party against such claim or demand, which it shall not be entitled to do until the Deductible is exceeded. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party. Except as hereinafter ; provided, however, that the amount of such expenses shall be a liability of the Indemnifying Party hereunder, subject to the limitations set forth in Section 9.1 hereof. In the event that the Indemnifying Party promptly notifies the Indemnified Party within the Notice Period that it accepts liability hereunder with respect thereto and elects desires to defend the Indemnified Party against such claim or demand, which it shall not be entitled to do until the Deductible is exceeded and except as hereinafter provided, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings with and by counsel reasonably satisfactory acceptable to the Indemnified Party and shall have the sole power to direct and control such defenseParty. If any Indemnified Party desires to participate in in, but not control, any such defense or settlement it may do so at its sole cost and expense. The Indemnified Party shall not settle a claim or demand without the consent of the Indemnifying Party, unless (i) the Indemnifying Party shall have failed to promptly assume the defense thereof and (ii) within 10 days after the Indemnified Party shall have given the Indemnifying Party written notice of the proposed settlement, the Indemnifying Party shall not have given the Indemnified Party written notice accepting liability hereunder with respect thereto and of its election to assume the defense of such claim or demand, in which event the Indemnified Party may enter into the proposed settlement and the Indemnifying Party shall not be entitled to object to the terms thereofwithheld unreasonably. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in (i) the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of of, or which would otherwise have a material adverse effect on, the Indemnified Party's business Party or any subsidiary Subsidiary or Affiliate thereof, (ii) any remedy other than damages payable in full by the Indemnifying Party or (iii) any admission of a violation of Law that would constitute a crime or any other admission of a violation of Law that would impair in any material respect the Indemnified Party's conduct of its business or would establish, by collateral estoppel or by legally admissible evidence, the basis of any other claim against the Indemnified Party which would not be subject to full indemnity hereunder. If the Indemnifying Party elects not to defend the Indemnified Party against such claim or demand, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the amount of any such claim or demand, or, if the same be contested by the Indemnified Party, then that portion thereof of any such claim or demand as to which such defense is unsuccessful (and the all reasonable costs and expenses pertaining to such defense) shall be the liability of the Indemnifying Party hereunder, subject to the limitations set forth in Section 12.1 9.1 hereof. To the extent the Indemnifying Party shall control or participate in the defense or settlement of any third party claim or demand, the Indemnified Party will give to the Indemnifying Party and its counsel reasonable access to all business records and other documents relevant to such defense or settlement, and shall permit them to consult with the employees and counsel of the Indemnified Party. The Indemnified Party shall use its reasonable efforts in the defense of all such claims, and in connection therewith shall be entitled to reimbursement by the Indemnifying Party of out-of-pocket expenses directly related to efforts undertaken at the specific request of the Indemnifying Party.

Method of Asserting Claims, Etc. To be entitled to indemnity hereunder, an Indemnified Party must send notice of a claim to the Indemnifying Party within the applicable Time Limitations and within 15 business days of the Indemnified Party becoming aware of the state of facts underlying the claim, but the failure to notify the Indemnifying Party within such time period will not relieve the indemnifying party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such action is actually prejudiced by the Indemnified Party's failure to give such notice. All claims for indemnification by any party entitled to indemnification hereunder (an "Indemnified Party hereunder Party") shall be asserted and resolved as set forth in this Section 12.38.3. In the event that any written claim or demand for which an Indemnifying Party would be liable to any Any Indemnified Party hereunder seeking indemnity pursuant to Section 8.1 or Section 8.2 shall notify the party from whom indemnification is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall (the "Indemnifying Party") promptly, but in no event more later than 15 business days following such the 20th day after receipt by the Indemnified Party's receipt Party of such a claim or demanddemand in the case of a third party claim (a "Third Party Claim"), notify the Indemnifying Party of such claim or demand (providing sufficient details with respect to such claim or demand to put the Indemnifying Party on notice of such claim or demand) and the amount or the estimated amount thereof to the extent then feasible, and in the event that an Indemnified Party shall assert a claim for indemnity under this Article VIII not including a Third Party Claim, the Indemnified Party shall promptly, but in no event later than the 20th day after the discovery of the facts or circumstances giving rise thereto, notify the Indemnifying Party of any claim, suit, proceeding or liability to which such estimate is then feasible (which estimate indemnification may apply; PROVIDED, HOWEVER, that any failure to provide such notice shall not be conclusive constitute a waiver of the final amount of such claim and demand) (Indemnifying Party's indemnity obligations hereunder except to the "Claim Notice")extent the Indemnifying Party is actually materially prejudiced thereby. The Indemnifying Party shall promptly have 30 days from the personal delivery or mailing of such notice (the "Notice Period") to notify the Indemnified Party (ai) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand and (bii) whether or not it desires to defend the Indemnified Party against such claim or demand. All costs and expenses incurred by the Indemnifying With respect to a Third Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party. Except as hereinafter providedClaim, in the event that the Indemnifying Party promptly notifies the Indemnified Party within the Notice Period that it accepts liability hereunder with respect thereto and elects desires to defend the Indemnified Party against such claim or demand, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings at the Indemnifying Party's sole cost and expense and with counsel (plus local counsel if appropriate) reasonably satisfactory to the Indemnified Party and shall have the sole power to direct and control such defenseParty. If any Indemnified Party desires to participate in any such defense it may do so at its sole cost and expense. The Indemnified Party shall not settle a claim or demand without the consent of the Indemnifying Party, unless (i) the Indemnifying Party shall have failed 's right to promptly assume the defense thereof and (ii) within 10 days after the Indemnified Party shall have given the Indemnifying Party written notice of the proposed settlementis exercised, the Indemnifying Party shall not be deemed to have given waived all rights to contest its liability to the Indemnified Party written notice accepting liability hereunder with in respect thereto and of its election to assume the defense of such claim or demand, in which event the Indemnified Third Party may enter into the proposed settlement and the Indemnifying Party shall not be entitled to object to the terms thereofClaim. The Indemnifying Party shall not, not settle or compromise or consent to the entry of any judgment with respect to any Third Party Claim that it elects to defend without the prior written consent of the Indemnified Party, settlewhich consent shall not be unreasonably withheld. If the right to assume and control the defense is exercised, compromise the Indemnified Party shall have the right to participate in, but not control, such defense at its own expense and the Indemnifying Party's indemnity obligations shall be deemed not to include attorneys' fees and litigation expenses incurred in such participation by the Indemnified Party after the assumption of the defense by the Indemnifying Party in accordance with the terms hereof; PROVIDED, HOWEVER, that the Indemnified Party shall be entitled to employ one firm or offer separate counsel (plus local counsel if appropriate) to settle or compromise any such claim or demand on a basis which would result represent the Indemnified Party if, in (i) the imposition written opinion of a consent order, injunction or decree which would restrict the future activity or conduct of counsel to the Indemnified Party's business , a conflict of interest between the Indemnified Party and the Indemnifying Party exists in respect of such claim or, in any event, for claims seeking equitable relief from the Indemnified Party and in each such event, the fees, costs and expenses of such firm or any subsidiary or Affiliate thereof, separate counsel (iiplus local counsel if appropriate) any remedy other than damages payable shall be paid in full by the Indemnifying Party or (iii) any admission of a violation of Law that would constitute a crime or any other admission of a violation of Law that would impair in any material respect the Indemnified Party's conduct of its business or would establish, by collateral estoppel or by legally admissible evidence, the basis of any other claim against the Indemnified Party which would not be subject to full indemnity hereunder. If the Indemnifying Party elects has not elected to defend assume the defense of a Third Party Claim within the Notice Period, the Indemnified Party against such may defend and settle the claim or demandfor the account and cost of the Indemnifying Party; PROVIDED, whether by not giving that the Indemnified Party timely notice as provided above will not settle the Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party will promptly pay, or otherwisereimburse the Indemnified Party for payment of, then all costs and expenses (including reasonable fees and expenses of counsel) incurred in the amount defense thereof. The Indemnified Party shall cooperate with the Indemnifying Party and, subject to obtaining proper assurances of any such claim or demandconfidentiality and privilege, or, if shall make available to the same be contested by Indemnifying Party all pertinent information under the control of the Indemnified Party, then that portion thereof as to which such defense is unsuccessful (and the reasonable costs and expenses pertaining to such defense) shall be the liability of the Indemnifying Party hereunder, subject to the limitations set forth in Section 12.1 hereof.

Method of Asserting Claims, Etc. To be entitled to indemnity hereunder, an Indemnified Party must send notice of a claim to the Indemnifying Party within the applicable Time Limitations and within 15 business days of the Indemnified Party becoming aware of the state of facts underlying the claim, but the failure to notify the Indemnifying Party within such time period will not relieve the indemnifying party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such action is actually prejudiced by the Indemnified Party's failure to give such notice. All claims for indemnification by any the Indemnified Party hereunder shall be asserted and resolved as set forth in this Section 12.37.5. In the event that any written claim or demand for which SBC or BellSouth, as the case may be (an "Indemnifying Party would Party"), may be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly, but in no event more later than 15 business days following such Indemnified Party's receipt of such claim or demand, notify in writing the Indemnifying Party of such claim or demand (providing sufficient details with respect to such claim or demand to put the Indemnifying Party on notice of such claim or demand) and the amount or the estimated amount thereof to the extent such estimate is then feasible (which estimate shall not be conclusive of the final amount of such claim and demand) (the "Claim Notice"). The Indemnifying Party shall promptly notify be relieved of its obligations to indemnify the Indemnified Party (a) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand if the Indemnified Party fails to timely deliver the Claim Notice and the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall have 30 days after the personal delivery or mailing of the Claim Notice, whichever is later, (bthe "Notice Period") to notify the Indemnified Party whether or not it desires to defend the Indemnified Party against such claim or demanddemand and shall during the Notice Period and thereafter be provided by the Indemnified Party with such information relating to the claim or demand as the Indemnifying Party shall request. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, borne by the Indemnifying Party. Except as hereinafter provided, in the event that the Indemnifying Party promptly notifies the Indemnified Party within the Notice Period that it accepts liability hereunder with respect thereto and elects desires to defend the Indemnified Party against such claim or demand, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings with counsel reasonably satisfactory to the Indemnified Party and shall have the sole power to direct and control such defense. If the Indemnifying Party so elects to assume the defense of such claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party, except as hereinafter provided. The Indemnifying Party shall be liable for the reasonable fees and expenses of the Indemnified Party in connection with the defense of a Claim if the Indemnified Party shall have been advised in writing by outside counsel that there are actual conflicts of interests between the Indemnified Party and the Indemnifying Party in connection with the defense of such Claim; provided, however, that the Indemnifying Party shall not be responsible for the fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties. If any Indemnified Party desires to participate in in, but not control, any such defense it may do so at its sole cost and expenseexpense (except as provided in the preceding sentence), provided, that in any action seeking an injunction or decree which would restrict the future activity or conduct of the Indemnified Party or any Subsidiary or Affiliate thereof, the Indemnified Party shall be entitled to participate in the defense of such action at the expense of the Indemnifying Party. The Indemnified Party shall not settle settle, compromise or discharge a claim or demand for which it is indemnified by the Indemnifying Party or admit to any liability with respect to such claim or demand without the prior written consent of the Indemnifying Party, unless (i) the Indemnifying Party shall have failed to promptly assume the defense thereof and (ii) within 10 days after the Indemnified Party shall have given the Indemnifying Party written notice of the proposed settlement, the Indemnifying Party shall not have given the Indemnified Party written notice accepting liability hereunder with respect thereto and of its election to assume the defense of such claim or demand, in which event the Indemnified Party may enter into the proposed settlement and the Indemnifying Party shall not be entitled to object to the terms thereof. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, Party settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in (i) the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the Indemnified Party's business Party or any subsidiary or Affiliate thereof, (ii) any remedy other than damages payable in full by the Indemnifying Party or (iii) any admission of a violation of Law that would constitute a crime or any other admission of a violation of Law that would impair in any material respect the Indemnified Party's conduct of its business or would establish, by collateral estoppel or by legally admissible evidence, the basis of any other claim against the Indemnified Party which would not be subject to full indemnity hereunder. If the Indemnifying Party elects not to defend the Indemnified Party against such claim or demand, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the amount of any such claim or demand, Subsidiary or, if the same be contested by the Indemnified Party, then that portion thereof as to which such defense is unsuccessful (and the reasonable costs and expenses pertaining to such defense) shall be the liability of the Indemnifying Party hereunder, subject to the limitations set forth in Section 12.1 hereof.

Method of Asserting Claims, Etc. To be entitled to indemnity hereunder, an Indemnified Party must send notice of a claim to the Indemnifying Party within the applicable Time Limitations and within 15 business days of the Indemnified Party becoming aware of the state of facts underlying the claim, but the failure to notify the Indemnifying Party within such time period will not relieve the indemnifying party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such action is actually prejudiced by the Indemnified Party's failure to give such notice. All claims for indemnification by any Indemnified Party hereunder the Seller against the Buyer under this Article shall be asserted and resolved as set forth in this Section 12.3follows: 1. In the event that any written claim or demand for which an Indemnifying Party the Buyer would be liable to any Indemnified Party the Seller hereunder is asserted against or sought to be collected from any Indemnified Party the Seller by a third party, such Indemnified Party the Seller shall promptly, but in no event more than 15 business days following such Indemnified Party's receipt promptly notify the Buyer of such claim or demand, notify specifying the Indemnifying Party nature of such claim or demand (providing sufficient details with respect to such claim or demand to put the Indemnifying Party on notice of such claim or demand) and the amount or the estimated amount thereof to the extent such estimate is then feasible (which estimate shall not be conclusive of the final amount of such claim and demand) (the "Claim Notice"). The Indemnifying Party Buyer shall promptly have thirty (30) days from the receipt of the Claim Notice (the "Notice Period") to notify the Indemnified Party Seller (ai) whether or not the Indemnifying Party it disputes the liability of the Indemnifying Party Buyer to the Indemnified Party Seller hereunder in whole or in part with respect to such claim or demand and (bii) whether or not it desires desires, at the sole cost and expense of the Buyer, to defend the Indemnified Party Seller against such claim or demand. All costs and expenses incurred by In the Indemnifying Party in defending event that the Buyer notifies the Seller within the Notice Period that it desires to defend the Seller against such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party. Except except as hereinafter provided, in the event that the Indemnifying Party promptly notifies the Indemnified Party that it accepts liability hereunder with respect thereto and elects to defend the Indemnified Party against such claim or demand, the Indemnifying Party Buyer shall have the absolute right to defend the Indemnified Party by appropriate proceedings, which proceedings with counsel reasonably satisfactory shall be promptly settled or prosecuted by it to the Indemnified Party and shall have the sole power to direct and control such defensea final conclusion. If any Indemnified Party the Seller desires to participate in in, but not control, any such defense or settlement, it may do so at its sole cost and expense. The Indemnified Party shall not settle a claim or demand without the consent of the Indemnifying Party, unless (i) the Indemnifying Party shall have failed to promptly assume the defense thereof and (ii) within 10 days after the Indemnified Party shall have given the Indemnifying Party written notice of the proposed settlement, the Indemnifying Party shall not have given the Indemnified Party written notice accepting liability hereunder with respect thereto and of its election to assume the defense of such claim or demand, in which event the Indemnified Party may enter into the proposed settlement and the Indemnifying Party shall not be entitled to object to the terms thereof. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in (i) the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the Indemnified Party's business or any subsidiary or Affiliate thereof, (ii) any remedy other than damages payable in full by the Indemnifying Party or (iii) any admission of a violation of Law that would constitute a crime or any other admission of a violation of Law that would impair in any material respect the Indemnified Party's conduct of its business or would establish, by collateral estoppel or by legally admissible evidence, the basis of any other claim against the Indemnified Party which would not be subject to full indemnity hereunder. If the Indemnifying Party Buyer elects not to defend the Indemnified Party Seller against such claim or demand, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the amount of any such claim or demand, or, if the same be such claim or demand is contested by the Indemnified PartyBuyer or by the Seller (but the Seller shall have no obligation to contest any such claim or demand), then that portion thereof as to which a court of competent jurisdiction has finally determined that such defense is unsuccessful (and the reasonable costs and expenses pertaining to such defense) unsuccessful, shall be the a liability of the Indemnifying Party Buyer hereunder. 2. In the event the Seller should have a claim against the Buyer hereunder that does not involve a claim or demand being asserted against or sought to be collected from the Seller by a third party, subject the Seller shall promptly send a Claim Notice with respect to such claim to the limitations set Buyer. If the Buyer does not notify the Seller within the Notice Period that it disputes such claim, the amount of such claim shall be conclusively deemed a liability of the Buyer hereunder. 3. Nothing herein shall be deemed to prevent the Seller from making a claim hereunder for potential or contingent claims or demands provided the Claim Notice sets forth in Section 12.1 hereofthe specific basis for any such potential or consequent claim or demand to the extent then feasible and the Seller has reasonable grounds to believe that such a claim or demand may be made. XIV.

Method of Asserting Claims, Etc. To be entitled to indemnity hereunder, an Indemnified Party must send notice of a claim to the Indemnifying Party within the applicable Time Limitations and within 15 business days of the Indemnified Party becoming aware of the state of facts underlying the claim, but the failure to notify the Indemnifying Party within such time period will not relieve the indemnifying party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such action is actually prejudiced by the Indemnified Party's failure to give such notice. All claims for indemnification by any Indemnified Party hereunder shall be asserted and resolved as set forth in this Section 12.39.3 except for claims pursuant to Article V hereof (as to which the provisions of Article V shall be applica- ble). In the event that any written claim or demand for which an Indemnifying Party would be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly, but in no event more than 15 business days 30 Business Days following such Indemnified Party's actual receipt of such claim or demand, notify the Indemnifying Party of such claim or demand (providing sufficient details with respect to such claim or demand to put the Indemnifying Party on notice of such claim or demand) and the amount or the estimated amount thereof to the extent such estimate is then feasible (which estimate shall not be conclusive in any manner prejudice the right of the final amount of such claim and demandIndemnified Party to indemnification to the fullest extent provided hereunder) (the "Third Party Claim Notice") and in the event that an Indemnified Party shall assert a claim for indemnity under this Article IX, not including a third party claim, the Indemnified Party shall notify the Indemnifying Party promptly following its discovery of the facts or circumstances giving rise thereto (together with a Third Party Claim Notice, a "Claim Notice"); provided, that no such notice need be provided to an Indemnifying Party if the Deductible has not been exceeded and will not be exceeded by such claim or demand; and provided, further, that the failure to notify on the part of the Indemnified Party in the manner set forth herein shall not foreclose any rights otherwise available to such Indemnified Party hereunder, except to the extent that the Indemnifying Party is prejudiced by such failure to notify. The Indemnifying Party shall promptly have 30 days from the personal delivery or mailing of the Third Party Claim Notice (except that such a period shall be decreased to a time 10 days before a scheduled appearance date in a litigated matter) (the "Notice Period") to notify the Indemnified Party (ai) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand and (bii) whether or not it desires to defend the Indemnified Party against such claim or demand, which it shall not be entitled to do until the Deductible is exceeded. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party. Except as hereinafter ; provided, in however, that the amount of such costs and expenses incurred by the Indemnifying Party shall be separate and apart from, and shall not be included in, the Maximum Amount. In the event that the Indemnifying Party promptly notifies the Indemnified Party within the Notice Period that it accepts liability hereunder with respect thereto and elects desires to defend the Indemnified Party against such claim or demand, which it shall not be entitled to do until the Deductible is exceeded and except as hereinafter provided, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings with and by counsel reasonably satisfactory acceptable to the Indemnified Party and shall have the sole power to direct and control such defenseParty. If any Indemnified Party desires to participate in in, but not control, any such defense or settlement it may do so at its sole cost and expense. The Indemnified Party shall not settle a claim or demand without the consent of the Indemnifying Party, unless (i) the Indemnifying Party shall have failed to promptly assume the defense thereof and (ii) within 10 days after the Indemnified Party shall have given the Indemnifying Party written notice of the proposed settlement, the Indemnifying Party shall not have given the Indemnified Party written notice accepting liability hereunder with respect thereto and of its election to assume the defense of such claim or demand, in which event the Indemnified Party may enter into the proposed settlement and the Indemnifying Party shall not be entitled to object to the terms thereof. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in (i) the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of of, or which would otherwise have a material adverse effect on, the Indemnified Party's business Party or any subsidiary or Affiliate thereof, (ii) any remedy other than damages payable in full by the Indemnifying Party or (iii) any admission of a violation of Law that would constitute a crime or any other admission of a violation of Law that would impair in any material respect the Indemnified Party's conduct of its business or would establish, by collateral estoppel or by legally admissible evidence, the basis of any other claim against the Indemnified Party which would not be subject to full indemnity hereunder. If the Indemnifying Party elects not to defend the Indemnified Party against such claim or demand, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the amount of any such claim or demand, or, if the same be contested by the Indemnified Party, then that portion thereof of any such claim or demand as to which such defense is unsuccessful (and the all reasonable costs and expenses pertaining to such defense) shall be the liability of the Indemnifying Party hereunder, subject to the limitations set forth in Section 12.1 9.1 hereof. To the extent the Indemnifying Party shall control or participate in the defense or settlement of any third party claim or demand, the Indemnified Party will give to the Indemnifying Party and its counsel reasonable access to all business records and other documents relevant to such defense or settlement, and shall permit them to consult with the employees and counsel of the Indemnified Party. The Indemnified Party shall use its best efforts in the defense of all such claims, and in connection therewith shall be entitled to reimbursement by the Indemnifying Party of expenses directly related to efforts undertaken at the specific request of the Indemnifying Party.

Method of Asserting Claims, Etc. To be entitled to indemnity hereunder, an Indemnified Party must send notice of a claim to the Indemnifying Party within the applicable Time Limitations and within 15 business days of the Indemnified Party becoming aware of the state of facts underlying the claim, but the failure to notify the Indemnifying Party within such time period will not relieve the indemnifying party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such action is actually prejudiced by the Indemnified Party's failure to give such notice. All claims for indemnification by any the Indemnified Party Parties hereunder shall be asserted and resolved as set forth in this Section 12.310.5 except for claims pursuant to Article V hereof (as to which the provisions of Article V shall be applicable). In the event that any written claim or demand for which an Buyer or Seller, as the case may be (the "Indemnifying Party Party") would be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly, but in no event more than 15 business fifteen (15) days following such Indemnified Party's receipt of such claim or demand, notify the Indemnifying Party of such claim or demand (providing sufficient details with respect to such claim or demand to put the Indemnifying Party on notice of such claim or demand) and the amount or the estimated amount thereof to the extent such estimate is then feasible (which estimate shall not be conclusive in any manner prejudice the right of the final amount of such claim and demandIndemnified Party to indemnification to the fullest extent provided hereunder) (the "Third Party Claim Notice") and in the event that an Indemnified Party shall assert a claim for indemnity under this Article X, not including a third party claim, the Indemnified Party shall notify the Indemnifying Party promptly following its discovery of the facts or circumstances giving rise thereto (together, with a Third Party Claim Notice, a "Claim Notice"); provided, that no such notice need be provided to an Indemnifying Party if the Deductible has not been exceeded and will not be exceeded by such claim or demand; and provided, further, that the failure to notify on the part of the Indemnified Party in the manner set forth herein shall not foreclose any rights otherwise available to such Indemnified Party hereunder, except to the extent that the Indemnifying Party is prejudiced by such failure to notify. The Indemnifying Party shall promptly have thirty (30) days from the personal delivery or mailing of the Third Party Claim Notice (except that such a period shall be decreased to a time ten (10) days before a scheduled appearance date in a litigated matter) (the "Notice Period") to notify the Indemnified Party (ai) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand and (bii) whether or not it desires to defend the Indemnified Party against such claim or demand, which it shall not be entitled to do until the Deductible is exceeded. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party. Except as hereinafter ; provided, however, that the amount of such expenses shall be a liability of the Indemnifying Party hereunder, subject to the limitations set forth in Section 10.1 hereof. In the event that the Indemnifying Party promptly notifies the Indemnified Party within the Notice Period that it accepts liability hereunder with respect thereto and elects desires to defend the Indemnified Party against such claim or demand, which it shall not be entitled to do until the Deductible is exceeded and except as hereinafter provided, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings with and by counsel reasonably satisfactory acceptable to the Indemnified Party and shall have the sole power to direct and control such defenseParty. If any Indemnified Party desires to participate in in, but not control, any such defense or settlement it may do so at its sole cost and expense. The Indemnified Party shall not settle a claim or demand without the consent of the Indemnifying Party, unless (i) the Indemnifying Party shall have failed to promptly assume the defense thereof and (ii) within 10 days after the Indemnified Party shall have given the Indemnifying Party written notice of the proposed settlement, the Indemnifying Party shall not have given the Indemnified Party written notice accepting liability hereunder with respect thereto and of its election to assume the defense of such claim or demand, in which event the Indemnified Party may enter into the proposed settlement and the Indemnifying Party shall not be entitled to object to the terms thereof. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in (i) the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of of, or which would otherwise have a material adverse effect on, the Indemnified Party's business Party or any subsidiary or Affiliate thereof, (ii) any remedy other than damages payable in full by the Indemnifying Party or (iii) any admission of a violation of Law that would constitute a crime or any other admission of a violation of Law that would impair in any material respect the Indemnified Party's conduct of its business or would establish, by collateral estoppel or by legally admissible evidence, the basis of any other claim against the Indemnified Party which would not be subject to full indemnity hereunder. If the Indemnifying Party elects not to defend the Indemnified Party against such claim or demand, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the amount of any such claim or demand, or, if the same be contested by the Indemnified Party, then that portion thereof of any such claim or demand as to which such defense is unsuccessful (and the all reasonable costs and expenses pertaining to such defense) shall be the liability of the Indemnifying Party hereunder, subject to the limitations set forth in Section 12.1 10.1 hereof. To the extent the Indemnifying Party shall control or participate in the defense or settlement of any third party claim or demand, the Indemnified Party will give to the Indemnifying Party and its counsel reasonable access to all business records and other documents relevant to such defense or settlement, and shall permit them to consult with the employees and counsel of the Indemnified Party. The Indemnified Party shall use its best efforts in the defense of all such claims, and in connection therewith shall be entitled to reimbursement by the Indemnifying Party of expenses directly related to efforts undertaken at the specific request of the Indemnifying Party.

Method of Asserting Claims, Etc. To be entitled to indemnity hereunder, an Indemnified Party must send notice of a claim to the Indemnifying Party within the applicable Time Limitations and within 15 business days of the Indemnified Party becoming aware of the state of facts underlying the claim, but the failure to notify the Indemnifying Party within such time period will not relieve the indemnifying party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such action is actually prejudiced by the Indemnified Party's failure to give such notice. All claims for indemnification by any the Indemnified Party hereunder shall be asserted and resolved as set forth in this Section 12.37.5. In the event that any written claim or demand for which the SKT Parties or EarthLink, as the case may be (an “Indemnifying Party would Party”), may be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly, but in no event more later than 15 business days following such Indemnified Party's ’s receipt of such claim or demand, notify in writing the Indemnifying Party of such claim or demand (providing sufficient details the “Claim Notice”). The failure by any Indemnified Party to notify the Indemnifying Party in accordance with this Section 7.5 shall not relieve any Indemnifying Party from any liability which it may have to such Indemnified Party with respect to such any claim or demand made pursuant to put the Indemnifying Party on notice of such claim or demand) and the amount or the estimated amount thereof this Section 7.5, except to the extent such estimate is then feasible (which estimate shall not be conclusive of failure actually prejudices the final amount of such claim and demand) (the "Claim Notice")Indemnifying Party. The Indemnifying Party shall promptly have 30 days after the personal delivery or mailing of the Claim Notice, whichever is later, (the “Notice Period”) to notify the Indemnified Party (a) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand and (b) whether or not it desires to defend the Indemnified Party against such claim or demanddemand and shall during the Notice Period and thereafter be provided by the Indemnified Party with such information relating to the claim or demand as the Indemnifying Party shall request. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, borne by the Indemnifying Party. Except as hereinafter provided, in the event that the Indemnifying Party promptly notifies the Indemnified Party within the Notice Period that it accepts liability hereunder with respect thereto and elects desires to defend the Indemnified Party against such claim or demand, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings with counsel reasonably satisfactory to the Indemnified Party and shall have the sole power to direct and control such defense. If the Indemnifying Party so elects to assume the defense of such claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party, except as hereinafter provided. The Indemnifying Party shall be liable for the reasonable fees and expenses of the Indemnified Party in connection with the defense of a claim if the Indemnified Party shall have been advised in writing by outside counsel that there are actual conflicts of interests between the Indemnified Party and the Indemnifying Party in connection with the defense of such claim; provided, however, that the Indemnifying Party shall not be responsible for the fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties. If any Indemnified Party desires to participate in in, but not control, any such defense it may do so at its sole cost and expenseexpense (except as provided in the preceding sentence), provided that in any action seeking an injunction or decree which would restrict the future activity or conduct of the Indemnified Party or any Subsidiary or Affiliate thereof, the Indemnified Party shall be entitled to participate in the defense of such action at the expense of the Indemnifying Party. The Indemnified Party shall not settle settle, compromise or discharge a claim or demand for which it is indemnified by the Indemnifying Party or admit to any liability with respect to such claim or demand without the prior written consent of the Indemnifying Party, unless (i) the Indemnifying Party shall have failed to promptly assume the defense thereof and (ii) within 10 days after the Indemnified Party shall have given the Indemnifying Party written notice of the proposed settlement, the Indemnifying Party shall not have given the Indemnified Party written notice accepting liability hereunder with respect thereto and of its election to assume the defense of such claim or demand, in which event the Indemnified Party may enter into the proposed settlement and the Indemnifying Party shall not be entitled to object to the terms thereof. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in (i) the imposition of a consent order, injunction or decree which that would restrict the future activity or conduct of the Indemnified Party's business Party or any subsidiary Subsidiary or Affiliate thereof, (ii) any remedy other than damages payable in full by . To the extent the Indemnifying Party shall direct, control or (iii) any admission of a violation of Law that would constitute a crime participate in the defense or any other admission of a violation of Law that would impair in any material respect the Indemnified Party's conduct of its business or would establish, by collateral estoppel or by legally admissible evidence, the basis settlement of any other third party claim against or demand, the Indemnified Party which would not be subject will provide the Indemnifying Party and its counsel access to full indemnity hereunderall relevant business records and other documents, and shall use its reasonable best efforts to assist, and to cause the employees and counsel of the Indemnified Party to assist, in defense of such claim. If the Indemnifying Party elects not to defend the Indemnified Party against such claim or demand, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the amount of any such claim or demand, or, if the same be contested by foregoing prohibits the Indemnifying Party from defending the Indemnified Party, then that portion thereof as to which such defense is unsuccessful (the Indemnified Party shall have the right and the reasonable costs obligation to defend the claim or demand by appropriate proceedings and expenses pertaining shall have the sole power to direct and control such defense) shall be the liability of the Indemnifying Party hereunder, subject to the limitations set forth in Section 12.1 hereof.

Method of Asserting Claims, Etc. To be entitled to indemnity hereunder, an Indemnified Party must send notice of a claim to the Indemnifying Party within the applicable Time Limitations and within 15 business days of the Indemnified Party becoming aware of the state of facts underlying the claim, but the failure to notify the Indemnifying Party within such time period will not relieve the indemnifying party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such action is actually prejudiced by the Indemnified Party's failure to give such notice. All claims for indemnification by any Indemnified Party hereunder shall be asserted and resolved as set forth in this Section 12.39.3 except for claims pursuant to Article V hereof (as to which the provisions of Article V shall be applicable). In the event that any written claim or demand for which an Indemnifying Party would be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly, but in no event more than 15 business days 30 Business Days following such Indemnified Party's actual receipt of such claim or demand, notify the Indemnifying Party of such claim or demand (providing sufficient details with respect to such claim or demand to put the Indemnifying Party on notice of such claim or demand) and the amount or the estimated amount thereof to the extent such estimate is then feasible (which estimate shall not be conclusive in any manner prejudice the right of the final amount of such claim and demandIndemnified Party to indemnification to the fullest extent provided hereunder) (the "Third Party Claim Notice") and in the event that an Indemnified Party shall assert a claim for indemnity under this Article IX, not including a third party claim, the Indemnified Party shall notify the Indemnifying Party promptly following its discovery of the facts or circumstances giving rise thereto (together with a Third Party Claim Notice, a "Claim Notice"); provided, that no such notice need be provided to an Indemnifying Party if the Deductible has not been exceeded and will not be exceeded by such claim or demand; and provided, further, that the failure to notify on the part of the Indemnified Party in the manner set forth herein shall not foreclose any rights otherwise available to such Indemnified Party hereunder, except to the extent that the Indemnifying Party is prejudiced by such failure to notify. The Indemnifying Party shall promptly have 30 days from the personal delivery or mailing of the Third Party Claim Notice (except that such a period shall be decreased to a time 10 days before a scheduled appearance date in a litigated matter) (the "Notice Period") to notify the Indemnified Party (ai) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand and (bii) whether or not it desires to defend the Indemnified Party against such claim or demand, which it shall not be entitled to do until the Deductible is exceeded. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party. Except as hereinafter ; provided, in however, that the amount of such costs and expenses incurred by the Indemnifying Party shall be separate and apart from, and shall not be included in, the Maximum Amount. In the event that the Indemnifying Party promptly notifies the Indemnified Party within the Notice Period that it accepts liability hereunder with respect thereto and elects desires to defend the Indemnified Party against such claim or demand, which it shall not be entitled to do until the Deductible is exceeded and except as hereinafter provided, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings with and by counsel reasonably satisfactory acceptable to the Indemnified Party and shall have the sole power to direct and control such defenseParty. If any Indemnified Party desires to participate in in, but not control, any such defense or settlement it may do so at its sole cost and expense. The Indemnified Party shall not settle a claim or demand without the consent of the Indemnifying Party, unless (i) the Indemnifying Party shall have failed to promptly assume the defense thereof and (ii) within 10 days after the Indemnified Party shall have given the Indemnifying Party written notice of the proposed settlement, the Indemnifying Party shall not have given the Indemnified Party written notice accepting liability hereunder with respect thereto and of its election to assume the defense of such claim or demand, in which event the Indemnified Party may enter into the proposed settlement and the Indemnifying Party shall not be entitled to object to the terms thereof. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in (i) the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of of, or which would otherwise have a material adverse effect on, the Indemnified Party's business Party or any subsidiary or Affiliate thereof, (ii) any remedy other than damages payable in full by the Indemnifying Party or (iii) any admission of a violation of Law that would constitute a crime or any other admission of a violation of Law that would impair in any material respect the Indemnified Party's conduct of its business or would establish, by collateral estoppel or by legally admissible evidence, the basis of any other claim against the Indemnified Party which would not be subject to full indemnity hereunder. If the Indemnifying Party elects not to defend the Indemnified Party against such claim or demand, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the amount of any such claim or demand, or, if the same be contested by the Indemnified Party, then that portion thereof of any such claim or demand as to which such defense is unsuccessful (and the all reasonable costs and expenses pertaining to such defense) shall be the liability of the Indemnifying Party hereunder, subject to the limitations set forth in Section 12.1 9.1 hereof. To the extent the Indemnifying Party shall control or participate in the defense or settlement of any third party claim or demand, the Indemnified Party will give to the Indemnifying Party and its counsel reasonable access to all business records and other documents relevant to such defense or settlement, and shall permit them to consult with the employees and counsel of the Indemnified Party. The Indemnified Party shall use its best efforts in the defense of all such claims, and in connection therewith shall be entitled to reimbursement by the Indemnifying Party of expenses directly related to efforts undertaken at the specific request of the Indemnifying Party.

Method of Asserting Claims, Etc. To be entitled to indemnity hereunder, 6.3.1 Promptly after receipt by an Indemnified PRG Party must send or an Indemnified Seller Party (the "Indemnified Party") of notice of a claim or demand (an "Asserted Liability") that may result in indemnification pursuant to Sections 6.1 or 6.2 of this Agreement, the Indemnified Party shall give written notice thereof (the "Claims Notice") to the party or parties against whom indemnification is or may be claimed (individually an "Indemnifying Party", and collectively the "Indemnifying Parties"). The Claims Notice shall describe the Asserted Liability in reasonably sufficient detail, based on the information then available, to allow the Indemnifying Party within to evaluate the applicable Time Limitations Asserted Liability. The Indemnifying Party may elect to compromise or defend, at its own expense and within 15 business days by its own counsel, reasonably acceptable to the Indemnified Party, any Asserted Liability; provided, however, that the Indemnifying Party may not compromise or settle any Asserted Liability without the consent of the Indemnified Party becoming aware of the state of facts underlying the claim, but the failure to notify the Indemnifying Party within or Parties unless such time period will not relieve the indemnifying party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such action is actually prejudiced by compromise or settlement requires no more than a monetary payment for which the Indemnified Party's failure to give such notice. All claims for indemnification by any Party or Indemnified Parties hereunder are fully indemnified or involves other matters not binding upon the Indemnified Party hereunder shall be asserted or Indemnified Parties, and resolved as set forth in this Section 12.3. In the event that any written claim or demand for which an Indemnifying Party would be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly, but in no event more than 15 business days following such Indemnified Party's receipt of such claim or demand, notify the Indemnifying Party of such claim or demand (providing sufficient details with respect to such claim or demand to put the Indemnifying Party on notice of such claim or demandb) and the amount or the estimated amount thereof to the extent such estimate is then feasible (which estimate shall not be conclusive of the final amount of such claim and demand) (the "Claim Notice"). The Indemnifying Party shall promptly notify if the Indemnified Party (a) whether or not the Indemnifying Party disputes the liability any of the Indemnifying Indemnified Parties) is an Indemnified PRG Party to the Indemnified Party hereunder with respect to such claim or demand and (b) whether or not it desires to defend the Indemnified Party against such claim or demand. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party. Except as hereinafter providedand, in the event that reasonable opinion of such Indemnified PRG Party, the Indemnifying Party promptly notifies Asserted Liability involves an issue or matter which could have a materially adverse effect on the business, operations, assets, properties or prospects of the Indemnified PRG Party that it accepts liability hereunder with respect thereto including without limitation the administration of the tax returns and elects to defend responsibilities under the tax laws of such Indemnified Party against PRG Party, then such claim or demand, the Indemnifying Indemnified PRG Party shall have the right to compromise or defend, by its own counsel, such Asserted Liability provided that in such case such Indemnified PRG Party shall waive its right to indemnification hereunder. If the Indemnifying Party elects to compromise or defend such Asserted Liability, it shall within thirty (30) calendar days of notice of the Asserted Liability provided under this Subsection (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnified Party by appropriate proceedings with counsel reasonably satisfactory or Indemnified Parties in writing of its intent to do so, and the Indemnified Party and or Indemnified Parties shall have cooperate, at the sole power to direct and control such defense. If any Indemnified Party desires to participate in any such defense it may do so at its sole cost and expense. The Indemnified Party shall not settle a claim or demand without the consent expense of the Indemnifying Party, unless (i) the Indemnifying Party shall have failed with respect to promptly assume the defense thereof and (ii) within 10 days after out-of-pocket expenses of the Indemnified Party shall have given the Indemnifying Party written notice of the proposed settlement, the Indemnifying Party shall not have given the or Indemnified Party written notice accepting liability hereunder with respect thereto and of its election to assume the defense of such claim or demandParties, in which event the Indemnified Party may enter into the proposed settlement and the Indemnifying Party shall not be entitled to object to the terms thereof. The Indemnifying Party shall notcompromise of, without the prior written consent of the Indemnified Partyor defense against, settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in (i) the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the Indemnified Party's business or any subsidiary or Affiliate thereof, (ii) any remedy other than damages payable in full by the Indemnifying Party or (iii) any admission of a violation of Law that would constitute a crime or any other admission of a violation of Law that would impair in any material respect the Indemnified Party's conduct of its business or would establish, by collateral estoppel or by legally admissible evidence, the basis of any other claim against the Indemnified Party which would not be subject to full indemnity hereunderAsserted Liability. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, fails to notify the Indemnified Party against such claim or demandIndemnified Parties of its election as herein provided or contests its obligation to indemnify under this Section, whether by not giving the Indemnified Party timely notice as provided above or otherwiseIndemnified Parties may pay, then the amount compromise or defend such Asserted Liability in respect of any such claim or demandAsserted Liability for which the Indemnifying Party may have an indemnification obligation under this Agreement. Notwithstanding the foregoing, or, if the same be contested by the Indemnified Party, then that portion thereof as to which such defense is unsuccessful (Party or Indemnified Parties and the reasonable Indemnifying Party may participate, at its/their own expense, in the defense of such Asserted Liability in respect of any Asserted Liability for which the Indemnifying Party may have an indemnification obligation under this Agreement. Notwithstanding anything in the foregoing to the contrary, the party that would be responsible under the terms of this Agreement for paying the underlying claim in connection with any Asserted Liability (should that claim ultimately prevail) shall bear the cost of the defense of the claim (with the exception of the costs and expenses pertaining to incurred by any party that voluntarily participates in such defense) shall be regardless of which party actually provides the liability of the Indemnifying Party hereunder, subject to the limitations set forth in Section 12.1 hereofdefense.

Method of Asserting Claims, Etc. To be entitled to indemnity hereunder, an Indemnified Party must send notice of a claim to the Indemnifying Party within the applicable Time Limitations and within 15 business days of the Indemnified Party becoming aware of the state of facts underlying the claim, but the failure to notify the Indemnifying Party within such time period will not relieve the indemnifying party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such action is actually prejudiced by the Indemnified Party's failure to give such notice. All claims for indemnification by any Indemnified Party hereunder shall be asserted and resolved as set forth in this Section 12.3. In the event that any written claim or demand for which an Indemnifying Party would be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly, but in no event more than 15 business thirty (30) days following such Indemnified Party's ’s receipt of such claim or demand, which, for purposes of this Section 8.6, shall mean the actual receipt by any of the Shareholders or, with respect to the Purchaser, the Persons listed in the definition of “Purchaser’s Knowledge” or other Persons holding such positions after the Closing and the General Counsel of the Purchaser (or its parent company), notify the Indemnifying Party of such claim or demand (providing sufficient details with respect to such claim or demand to put the Indemnifying Party on notice of such claim or demand) and the amount or the estimated amount thereof to the extent such estimate is then feasible (which estimate shall not be conclusive of the final amount of such claim and or demand) (the "“Claim Notice"”); provided, however, that the failure to notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. The Indemnifying Party shall promptly have forty-five (45) days from the delivery of the Claim Notice in accordance with Article 10 (the “Notice Period”) to notify the Indemnified Party (a) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand and (b) whether or not it desires to defend the Indemnified Party against such claim or demand. If the Indemnifying Party elects to assume the defense of such claim or demand, it will be conclusively established for purposes of this Agreement that such claim or demand is within the scope of and subject to indemnification hereunder. If no response is received within the forty-five (45) day period, the Indemnified Party shall be entitled to assume the defense of the third-party claim or demand. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party, subject to the limitations set forth in this Article 8. Except as hereinafter provided, in In the event that the Indemnifying Party promptly notifies the Indemnified Party within the Notice Period that it accepts liability hereunder with respect thereto and elects desires to defend the Indemnified Party against such claim or demand, except as hereinafter provided, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings with (using counsel reasonably satisfactory acceptable to the Indemnified Party); provided, however, that, notwithstanding any election by the Indemnifying Party, an Indemnified Party and shall may elect to control any defense or settlement if the claim or demand involves an issue or matter which could reasonably have a material adverse effect on the sole power to direct and control such defensebusiness or assets of the Indemnified Party. If any Indemnified Party desires to participate in in, but not control, any such defense or settlement by the Indemnified Party, it may do so at its sole cost and expense. The Indemnified Party shall not settle a claim or demand without the consent of the Indemnifying Party, unless (i) the Indemnifying Party shall have failed to promptly assume the defense thereof and (ii) within 10 days after the Indemnified Party shall have given the Indemnifying Party written notice of the proposed settlement, the Indemnifying Party shall not have given the Indemnified Party written notice accepting liability hereunder with respect thereto and of its election to assume the defense of such claim or demand, in which event the Indemnified Party may enter into the proposed settlement and the Indemnifying Party shall not be entitled to object to the terms thereofunreasonably withheld. The Indemnifying Party shall not, not settle a claim or demand without the prior written consent of the Indemnified PartyParty (which shall not be unreasonably withheld), settle, compromise or offer unless such settlement is solely for monetary damages to settle or compromise any such claim or demand on a basis which would result in (i) the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the Indemnified Party's business or any subsidiary or Affiliate thereof, (ii) any remedy other than damages payable in full be paid solely by the Indemnifying Party or (iii) any admission of a violation of Law that would constitute a crime or any other admission of a violation of Law that would impair in any material respect the Indemnified Party's conduct of its business or would establish, by collateral estoppel or by legally admissible evidence, the basis of any other claim against the Indemnified Party which would not be subject to full indemnity hereunder. If the Indemnifying Party elects not to defend the Indemnified Party against such a claim or demanddemand for which the Indemnifying Party has an indemnification obligation hereunder, whether by not giving the Indemnified Party timely notice as provided above or otherwise, and in the event the Indemnifying Party is ultimately determined to be obligated to indemnify, defend or hold the Indemnified Party harmless with respect to the applicable third-party claim, then the amount of any such claim or demand, or, if the same be contested by the Indemnified Party, then that portion thereof as to which such defense of the claim by the Indemnified Party is unsuccessful (and the reasonable costs and expenses pertaining to such defense) shall be the liability of the Indemnifying Party hereunder, subject to the limitations set forth in this Article 8. To the extent the Indemnifying Party shall control or participate in the defense or settlement of any third party claim or demand, the Indemnified Party will give the Indemnifying Party and its counsel reasonable access to, during normal business hours, the relevant business records and other documents, and shall permit them to consult as reasonably necessary with the employees and counsel of the Indemnified Party. The Party assuming the defense of a Claim hereunder shall competently prosecute and defend all such claims. Any notice of a claim by reason of any of the representations, warranties, agreements or covenants contained in this Agreement shall state as specifically as reasonably practicable the representation, warranty, agreement or covenant with respect to which the claim is made, a summary of the facts giving rise to an alleged basis for the claim, and the estimated amount of the liability asserted against the Indemnifying Party by reason of the claim (which estimate shall not be conclusive of the final amount of such claim or demand). Each Party reserves the right either to bring an action in the appropriate court of competent jurisdiction to dispute an indemnity obligation under Section 12.1 hereof8.1 or to enforce the indemnity obligation, as appropriate.

Method of Asserting Claims, Etc. To (a) In case any claim is made, or any suit or action is commenced by a third party against Buyer in respect of which indemnification under Section 13.1 may be entitled to indemnity sought by it hereunder, an Indemnified Party must send notice or the Seller in respect of a claim to which indemnification under Section 13.2 may be sought by it hereunder, the Indemnifying Party within indemnified party (the applicable Time Limitations and within 15 business days of the Indemnified Party becoming aware of the state of facts underlying the claim, but the failure to notify the Indemnifying Party within such time period will not relieve "Indemnitee") shall promptly give the indemnifying party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such action is actually prejudiced by the Indemnified Party's failure to give such notice. All claims for indemnification by any Indemnified Party hereunder shall be asserted and resolved as set forth in this Section 12.3. In the event that any written claim or demand for which an Indemnifying Party would be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly, but in no event more than 15 business days following such Indemnified Party's receipt of such claim or demand, notify the Indemnifying Party of such claim or demand (providing sufficient details with respect to such claim or demand to put the Indemnifying Party on notice of such claim or demand) and the amount or the estimated amount thereof to the extent such estimate is then feasible (which estimate shall not be conclusive of the final amount of such claim and demand) (the "Claim Notice"). The Indemnifying Party shall promptly notify the Indemnified Party (a) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand and (b) whether or not it desires to defend the Indemnified Party against such claim or demand. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party. Except as hereinafter provided, in the event that the Indemnifying Party promptly notifies the Indemnified Party that it accepts liability hereunder with respect thereto and elects to defend the Indemnified Party against such claim or demand, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings with counsel reasonably satisfactory to the Indemnified Party and shall have the sole power to direct and control such defense. If any Indemnified Party desires to participate in any such defense it may do so at its sole cost and expense. The Indemnified Party shall not settle a claim or demand without the consent of the Indemnifying Party, unless (i") the Indemnifying Party shall have failed to promptly assume the defense notice thereof and (ii) within 10 days after the Indemnified Party shall have given the Indemnifying Party written notice of the proposed settlement, the Indemnifying Party shall not have given the Indemnified Party written notice accepting liability hereunder with respect thereto and of its election to assume the defense of such claim or demand, in which event the Indemnified Party may enter into the proposed settlement and the Indemnifying Party shall not be entitled to object to control the terms defense thereof. The Indemnitee may (but need not) retain its own counsel, but the fees and expenses of such counsel shall be at the expense of the Indemnitee. The Indemnifying Party shall not, without may at any time notify the prior written consent Indemnitee of the Indemnified Party, settle, compromise or offer its intention to settle or compromise any claim, suit or action against the Indemnitee, and the Indemnifying Party may settle or compromise any such claim claim, suit or demand on a basis which would result action unless the Indemnitee notifies the Indemnifying Party in writing (iwithin ten (10) business days after the imposition Indemnifying Party has given written notice of a consent orderits intention to settle or compromise) that the Indemnitee intends to conduct or to continue to conduct the defense of such claim, injunction suit or action. Unless the Indemnitee gives the notice referred to in the foregoing sentence with respect to settlements or compromises, any such settlement or compromise of, or (notwithstanding any notice from the Indemnitee referred to in the foregoing sentence) any final judgment or decree which would restrict entered on or in respect of any claim, suit or action shall be binding upon, the future activity Indemnitee as fully as if the Indemnitee had assumed and controlled the defense thereof and a final judgment or decree had been entered in such suit or action, or with regard to such claim, by a court of competent jurisdiction for the amount of such settlement, compromise, judgement or decree. If the Indemnitee conducts or continues the conduct of the Indemnified Party's business defense of any claim, suit or any subsidiary or Affiliate thereofaction as aforesaid, (ii) any remedy other than damages payable in full by it shall do so at its own cost and expense, holding the Indemnifying Party or (iii) any admission of a violation of Law that would constitute a crime or any other admission of a violation of Law that would impair harmless from all costs, fees, expenses, debts, liabilities and charges in any material respect the Indemnified Party's conduct of its business or would establish, by collateral estoppel or by legally admissible evidence, the basis of any other claim against the Indemnified Party which would not be subject to full indemnity hereunder. If the Indemnifying Party elects not to defend the Indemnified Party against such claim or demand, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the amount of any such claim or demand, or, if the same be contested by the Indemnified Party, then that portion thereof as to which such defense is unsuccessful (and the reasonable costs and expenses pertaining to connection with such defense) shall be the liability of the Indemnifying Party hereunder, subject to the limitations set forth in Section 12.1 hereof.

Method of Asserting Claims, Etc. To be entitled to indemnity hereunder, an Indemnified Party must send notice of a claim to the Indemnifying Party within the applicable Time Limitations and within 15 business days of the Indemnified Party becoming aware of the state of facts underlying the claim, but the failure to notify the Indemnifying Party within such time period will not relieve the indemnifying party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such action is actually prejudiced by the Indemnified Party's failure to give such notice. All claims for indemnification by any Indemnified Party hereunder shall be asserted and resolved as set forth in this Section 12.3. In the event that any written claim or demand for which an Indemnifying Party would be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly, but in no event more than 15 business fifteen (15) days following such Indemnified Party's ’s receipt of any such written claim or demand, notify the Indemnifying Party of such claim or demand (providing sufficient details with respect to such claim or demand to put the Indemnifying Party on notice of such claim or demand) and the amount or the estimated amount thereof to the extent such estimate is then feasible known (which estimate shall not be conclusive of the final amount of such claim and demand) (the "“Claim Notice"”); provided, that the failure to notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. The Indemnifying Party shall promptly have forty (40) days from receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party (a) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand and (b) whether or not it desires to defend the Indemnified Party against such claim or demand. Notwithstanding the foregoing, the Indemnifying Party shall only have the right to defend a claim or demand if (i) the claim or demand involves only money damages and does not seek an injunction or other equitable relief that affects or could reasonably be expected to materially affect the operation of the Indemnified Party’s Business in a negative manner, (ii) settlement of, or an adverse judgment with respect to, the claim or demand is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests or the reputation of the Indemnified Party that could have a materially negative impact on the Indemnified Party’s Business, and (iii) the Indemnifying Party conducts the defense of the such claim or demand actively and diligently. An election to assume the defense of such claim or demand shall be deemed to be an admission that the Indemnifying Party is liable to the Indemnified Party in respect of such claim or demand. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party. Except as hereinafter provided, in In the event that the Indemnifying Party promptly notifies the Indemnified Party within the Notice Period that it accepts liability hereunder with respect thereto and elects desires to defend the Indemnified Party against such claim or demand, except as hereinafter provided, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings with counsel reasonably satisfactory to the Indemnified Party and shall have the sole power to direct and control such defenseproceedings. If any Indemnified Party desires to participate in in, but not control, any such defense or settlement, it may do so at its sole cost and expense. The Indemnified Party shall not settle a claim or demand for which indemnification is being sought hereunder without the consent of the Indemnifying Party, unless (i) the Indemnifying Party shall have failed to promptly assume the defense thereof and (ii) within 10 days after the Indemnified Party shall have given the Indemnifying Party written notice of the proposed settlement, the Indemnifying Party shall not have given the Indemnified Party written notice accepting liability hereunder with respect thereto and of its election to assume the defense of such claim or demand, in which event the Indemnified Party may enter into the proposed settlement and the Indemnifying Party shall not be entitled to object to the terms thereofunreasonably withheld. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, settle, compromise or offer to settle or compromise any such third party claim or demand on a basis for which would result in (i) the imposition indemnification is being sought hereunder unless such settlement or compromise includes an unconditional release of a consent ordersuch Indemnified Party from all liability arising out of such claim, injunction or decree which would restrict the future activity or conduct of the Indemnified Party's business or any subsidiary or Affiliate thereof, (ii) any remedy other than damages payable in full provides solely for monetary relief to be satisfied by the Indemnifying Party (and does not involve any finding or (iii) admission by the Indemnified Party of any admission of a violation of Law that would constitute a crime or any other admission of a violation of Law that would impair in any material respect the Indemnified Party's conduct of its business or would establish, by collateral estoppel or by legally admissible evidence, the basis of any other claim against Contract) and the Indemnified Party which would not receives assurances that there will be subject no material continuing restrictions on the business of the Indemnified Party with respect to full indemnity hereundersuch claim. If the Indemnifying Party elects not to defend the Indemnified Party against such a claim or demanddemand for which the Indemnifying Party has an indemnification obligation hereunder, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the amount of any such claim or demand, or, if the same be contested by the Indemnified Party, then that portion thereof as to which such defense of the claim by the Indemnifying Party is unsuccessful (and the reasonable costs and expenses pertaining to such defense) shall be the liability of the Indemnifying Party hereunder, subject to the limitations set forth in this Article VIII. To the extent the Indemnifying Party shall control or participate in the defense or settlement of any third party claim or demand, the Indemnified Party will give the Indemnifying Party and its counsel access to, during normal business hours, the relevant business records and other documents, and shall permit them to consult with the employees and counsel of the Indemnified Party. The Indemnified Party shall use commercially reasonable efforts (subject to reimbursement of any reasonable and documented expenses of the Indemnified Party by the Indemnifying Party) to assist the Indemnifying Party in its defense of the claim. To the extent then determined and known by the Indemnified Party after reasonable inquiry, any notice of a claim by reason of any of the representations, warranties or covenants contained in this Agreement shall state the representation, warranty, or covenant with respect to which the claim is made, the facts giving rise to an alleged basis for the claim, and the estimated amount of the liability asserted against the Indemnifying Party by reason of the claim. Notwithstanding anything to the contrary in this Section 12.1 hereof8.3 (including the second sentence of this Section 8.3), Seller hereby agrees to defend, and shall have the right to control the defense of any pending claims in the Retained Litigation, provided that if new claims are asserted in the Retained Litigation or the existing claims in the Retained Litigation are amended then the Seller’s ability to assume the defense of those new or amended claims will be determined pursuant to this Section 8.3.

Method of Asserting Claims, Etc. To be entitled to indemnity hereunder, an Indemnified Party must send notice of a claim to the Indemnifying Party within the applicable Time Limitations and within 15 business days of the Indemnified Party becoming aware of the state of facts underlying the claim, but the failure to notify the Indemnifying Party within such time period will not relieve the indemnifying party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such action is actually prejudiced by the Indemnified Party's failure to give such notice. All claims for indemnification by any Indemnified Party hereunder shall be asserted and resolved as set forth in this Section 12.3. (a) In the event that any written claim or demand for which an Indemnifying Party would be liable to any an Indemnified Party hereunder is asserted against or sought to be collected from any an Indemnified Party by a third partyparty (a "Third Party Claim"), such the Indemnified Party shall promptly, but in no event more than 15 business days following such Indemnified Party's receipt of such claim or demand, use reasonable efforts to ------------------ notify the Indemnifying Party in writing of such claim or demand (providing sufficient details with respect to such claim or demand to put Third Party Claim, specifying the Indemnifying Party on notice nature of such claim or demand) Third Party Claim and the amount or the estimated amount thereof to the extent such estimate is then feasible (which estimate shall not be conclusive of the final amount of such claim and demandThird Party Claim) (the "Claim Notice"). The Indemnifying Party shall promptly have twenty calendar days ------------- (or such earlier period of time as may be required for the filing of responsive pleadings to any legal action instituted with respect to the Third Party Claim or required due to contractual deadlines imposed upon the Indemnified Party by the contract in dispute but in any event, not less than 10 days) from the receipt of the Claim Notice (the "Response Notice --------------- Period") to notify the Indemnified Party Party, (aA) whether or not the Indemnifying Party it disputes the ------ its liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand Third Party Claim and (bB) notwithstanding any such dispute, whether or not it desires to defend the Indemnified Party against such claim or demand. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability ofwill defend, and shall be paid by, the Indemnifying Party. Except as hereinafter provided, in the event that the Indemnifying Party promptly notifies the Indemnified Party that it accepts liability hereunder with respect thereto and elects to defend the Indemnified Party against such claim or demand, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings with counsel reasonably satisfactory to the Indemnified Party and shall have the sole power to direct and control such defense. If any Indemnified Party desires to participate in any such defense it may do so at its sole cost and expense. The Indemnified Party shall not settle a claim or demand without the consent of the Indemnifying Party, unless (i) the Indemnifying Party shall have failed to promptly assume the defense thereof and (ii) within 10 days after the Indemnified Party shall have given the Indemnifying Party written notice of the proposed settlement, the Indemnifying Party shall not have given the Indemnified Party written notice accepting liability hereunder with respect thereto and of its election to assume the defense of such claim or demand, in which event the Indemnified Party may enter into the proposed settlement and the Indemnifying Party shall not be entitled to object to the terms thereof. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in (i) the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the Indemnified Party's business or any subsidiary or Affiliate thereof, (ii) any remedy other than damages payable in full by the Indemnifying Party or (iii) any admission of a violation of Law that would constitute a crime or any other admission of a violation of Law that would impair in any material respect the Indemnified Party's conduct of its business or would establish, by collateral estoppel or by legally admissible evidence, the basis of any other claim against the Indemnified Party which would not be subject to full indemnity hereunder. If the Indemnifying Party elects not to defend the Indemnified Party against such claim or demand, whether Third Party Claim. No failure by not giving the an Indemnified Party timely notice as provided above or otherwise, then the amount of any such claim or demand, or, if the same be contested by the Indemnified Party, then that portion thereof as to which such defense is unsuccessful (and the reasonable costs and expenses pertaining to such defense) shall be the liability of notify the Indemnifying Party hereunder, subject of the existence or assertion of a claim for which indemnification may be sought shall constitute a defense to a waiver of such claim except to the limitations set forth in Section 12.1 hereofextent the Indemnifying Party may be able to prove that it has been materially prejudiced by such failure or delay.

Method of Asserting Claims, Etc. To be entitled to indemnity hereunder, an Indemnified Party must send notice of a claim to the Indemnifying Party within the applicable Time Limitations and within 15 business days of the Indemnified Party becoming aware of the state of facts underlying the claim, but the failure to notify the Indemnifying Party within such time period will not relieve the indemnifying party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such action is actually prejudiced by the Indemnified Party's failure to give such notice. All claims for indemnification by any Indemnified Party hereunder shall be asserted and resolved as set forth in this Section 12.3. (a) In the event that any written claim or demand for which an a party or parties (the "Indemnifying Party Party") would be liable to any another party or party (the "Indemnified Party hereunder Party") is asserted against or sought to be collected from any the Indemnified Party by a third party, such the Indemnified Party shall promptly, but in no event more than 15 business days following such Indemnified Party's receipt of such claim or demand, promptly notify the Indemnifying Party of such claim or demand (providing sufficient details with respect to demand, specifying the nature of such claim or demand to put the Indemnifying Party on notice of such claim or demand) and the amount or the estimated amount thereof to the extent such estimate is then feasible (which estimate shall not be conclusive of the final amount of such claim and demand) (the "Claim Notice"). The Indemnifying Party shall promptly have thirty days from the personal delivery or mailing of the Claim Notice (the "Notice Period") to notify the Indemnified Party Party, (ai) whether or not the Indemnifying Party disputes the they dispute their liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand and (bii) notwithstanding any such dispute, whether or not it desires they desire, at their sole cost and expense, to defend the Indemnified Party against such claim or demand. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party. Except as hereinafter provided, in In the event that the Indemnifying Party promptly notifies the Indemnified Party within the Notice Period that it accepts liability hereunder with respect thereto and elects they desire to defend the Indemnified Party against such claim or demanddemand then, except as hereinafter provided, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings, which proceedings with counsel reasonably satisfactory shall be promptly settled or prosecuted by them to the Indemnified Party and shall have the sole power to direct and control such defensea final conclusion. If any Indemnified Party desires to participate in in, but not control, any such defense or settlement, it may do so at its sole cost and expense. The Indemnified Party shall not settle a claim or demand without the consent of the Indemnifying Party, unless (i) the Indemnifying Party shall have failed to promptly assume the defense thereof and (ii) within 10 days after the Indemnified Party shall have given the Indemnifying Party written notice of the proposed settlement, the Indemnifying Party shall not have given the Indemnified Party written notice accepting liability hereunder with respect thereto and of its election to assume the defense of such claim or demand, in which event the Indemnified Party may enter into the proposed settlement and the Indemnifying Party shall not be entitled to object to the terms thereof. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in (i) the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the Indemnified Party's business or any subsidiary or Affiliate thereof, (ii) any remedy other than damages payable in full by the Indemnifying Party or (iii) any admission of a violation of Law that would constitute a crime or any other admission of a violation of Law that would impair in any material respect the Indemnified Party's conduct of its business or would establish, by collateral estoppel or by legally admissible evidence, the basis of any other claim against the Indemnified Party which would not be subject to full indemnity hereunder. If the Indemnifying Party elects not to defend the Indemnified Party against such claim or demand, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the amount of any such claim or demand, or, or if the same be contested by the Indemnified Indemnifying Party, then that portion thereof as to which such defense is unsuccessful (and the reasonable costs and expenses pertaining to such defense) unsuccessful, shall be the conclusively deemed to be a liability of the Indemnifying Party hereunder. If, subject in the reasonable opinion of the Indemnified Party, any such claim or demand or the litigation or resolution of any such claim or demand involves an issue or matter which could have a materially adverse effect on the business, operations, assets, properties or prospects of the Indemnified Party, then the Indemnified Party shall have the right to participate in, but not control, the limitations set forth in Section 12.1 hereofdefense or settlement of any such claim or demand and its reasonable costs and expenses shall be included as part of the indemnification obligation of the Indemnifying Party hereunder.

Method of Asserting Claims, Etc. To be entitled to indemnity hereunder, an Indemnified Party must send notice of a claim to the Indemnifying Party within the applicable Time Limitations and within 15 business days of the Indemnified Party becoming aware of the state of facts underlying the claim, but the failure to notify the Indemnifying Party within such time period will not relieve the indemnifying party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such action is actually prejudiced by the Indemnified Party's failure to give such notice. All claims for indemnification by any Indemnified Party hereunder shall be asserted and resolved as set forth in this Section 12.39.3. In the event that any written claim or demand for which an Indemnifying Party would be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly, but in no event more than 15 business 30 days following such Indemnified Party's ’s receipt of such claim or demand, notify the Indemnifying Party of such claim or demand (providing sufficient details with respect to such claim or demand to put the Indemnifying Party on notice of such claim or demand) and the amount or the estimated amount thereof to the extent such estimate is then feasible (which estimate shall not be conclusive of the final amount of such claim and demand) (the "“Claim Notice"”). The Indemnifying Party shall promptly have 30 days from the delivery of the Claim Notice (the “Notice Period”) to notify the Indemnified Party (a) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand and (b) whether or not it desires to defend (or permit any of its predecessors (a “Permitted Designee”) to defend) the Indemnified Party against such claim or demand. An election to assume the defense of such claim or demand shall not be deemed to be an admission that the Indemnifying Party is liable to the Indemnified Party in respect of such claim or demand. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party. Except as hereinafter ; provided, in the event however, that the Indemnifying Party promptly notifies the Indemnified Party that it accepts liability hereunder with respect thereto and elects to defend the Indemnified Party against such claim or demand, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings with counsel reasonably satisfactory to the Indemnified Party and shall have the sole power to direct and control such defense. If any Indemnified Party desires to participate in any such defense it may do so at its sole cost and expense. The Indemnified Party shall not settle a claim or demand without the consent of the Indemnifying Party, unless (i) the Indemnifying Party shall have failed to promptly assume the defense thereof and (ii) within 10 days after the Indemnified Party shall have given the Indemnifying Party written notice of the proposed settlement, the Indemnifying Party shall not have given the Indemnified Party written notice accepting liability hereunder with respect thereto and of its election to assume the defense of such claim or demand, in which event the Indemnified Party may enter into the proposed settlement and the Indemnifying Party shall not be entitled to object to the terms thereof. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in (i) the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the Indemnified Party's business or any subsidiary or Affiliate thereof, (ii) any remedy other than damages payable in full by the Indemnifying Party or (iii) any admission of a violation of Law that would constitute a crime or any other admission of a violation of Law that would impair in any material respect the Indemnified Party's conduct of its business or would establish, by collateral estoppel or by legally admissible evidence, the basis of any other claim against the Indemnified Party which would not be subject to full indemnity hereunder. If the Indemnifying Party elects not to defend the Indemnified Party against such claim or demand, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the amount of any such claim or demand, or, if the same be contested by the Indemnified Party, then that portion thereof as to which such defense is unsuccessful (and the reasonable costs and expenses pertaining to such defense) shall be the a liability of the Indemnifying Party hereunder, subject to the limitations set forth in Section 12.1 hereof.this Article 9. In the event that it is ultimately determined that the Indemnifying Party is not obligated to indemnify, defend or hold the Indemnified Party harmless from and against any third party claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including, without limitation, attorney’s fees and court costs) incurred by the Indemnifying Party in its defense of the third party claim. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend or permit a Permitted Designee to defend, the Indemnified Party against such claim or demand, except as hereinafter provided, the Indemnifying Party shall have the right to defend the Indemnified Party by

Method of Asserting Claims, Etc. To be entitled to indemnity hereunder, an Indemnified Party must send notice of a claim to the Indemnifying Party within the applicable Time Limitations and within 15 business days of the Indemnified Party becoming aware of the state of facts underlying the claim, but the failure to notify the Indemnifying Party within such time period will not relieve the indemnifying party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such action is actually prejudiced by the Indemnified Party's failure to give such notice. All claims for indemnification by any the Indemnified Party Parties hereunder shall be asserted and resolved as set forth in this Section 12.39.5 except for claims pursuant to Article V hereof (as to which the provisions of Article V shall be applicable). In the event that any written claim or demand for which an Buyer or Seller, as the case may be (the "Indemnifying Party Party") would be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly, but in no event more than 15 business fifteen (15) days following such Indemnified Party's receipt of such claim or demand, notify the Indemnifying Party of such claim or demand (providing sufficient details with respect to such claim or demand to put the Indemnifying Party on notice of such claim or demand) and the amount or the estimated amount thereof to the extent such estimate is then feasible (which estimate shall not be conclusive in any manner prejudice the right of the final amount of such claim and demandIndemnified Party to indemnification to the fullest extent provided hereunder) (the "Third Party Claim Notice") and in the event that an Indemnified Party shall assert a claim for indemnity under this Article IX, not including a third party claim, the Indemnified Party shall notify the Indemnifying Party promptly following its discovery of the facts or circumstances giving rise thereto (together, with a Third Party Claim Notice, a "Claim Notice"); provided, that no such notice need be provided to an Indemnifying Party if the Deductible has not been exceeded and will not be exceeded by such claim or demand; and provided, further, that the failure to notify on the part of the Indemnified Party in the manner set forth herein shall not foreclose any rights otherwise available to such Indemnified Party hereunder, except to the extent that the Indemnifying Party is prejudiced by such failure to notify. The Indemnifying Party shall promptly notify have thirty (30) days from the Indemnified Party (a) whether personal delivery or not the Indemnifying Party disputes the liability mailing of the Indemnifying Third Party to the Indemnified Party hereunder with respect to Claim Notice (except that such claim or demand and (b) whether or not it desires to defend the Indemnified Party against such claim or demand. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand a period shall be decreased to a liability of, and shall be paid by, the Indemnifying Party. Except as hereinafter provided, time ten (10) days before a scheduled appearance date in the event that the Indemnifying Party promptly notifies the Indemnified Party that it accepts liability hereunder with respect thereto and elects to defend the Indemnified Party against such claim or demand, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings with counsel reasonably satisfactory to the Indemnified Party and shall have the sole power to direct and control such defense. If any Indemnified Party desires to participate in any such defense it may do so at its sole cost and expense. The Indemnified Party shall not settle a claim or demand without the consent of the Indemnifying Party, unless litigated matter) (i) the Indemnifying Party shall have failed to promptly assume the defense thereof and (ii) within 10 days after the Indemnified Party shall have given the Indemnifying Party written notice of the proposed settlement, the Indemnifying Party shall not have given the Indemnified Party written notice accepting liability hereunder with respect thereto and of its election to assume the defense of such claim or demand, in which event the Indemnified Party may enter into the proposed settlement and the Indemnifying Party shall not be entitled to object to the terms thereof. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in (i) the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the Indemnified Party's business or any subsidiary or Affiliate thereof, (ii) any remedy other than damages payable in full by the Indemnifying Party or (iii) any admission of a violation of Law that would constitute a crime or any other admission of a violation of Law that would impair in any material respect the Indemnified Party's conduct of its business or would establish, by collateral estoppel or by legally admissible evidence, the basis of any other claim against the Indemnified Party which would not be subject to full indemnity hereunder. If the Indemnifying Party elects not to defend the Indemnified Party against such claim or demand, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the amount of any such claim or demand, or, if the same be contested by the Indemnified Party, then that portion thereof as to which such defense is unsuccessful (and the reasonable costs and expenses pertaining to such defense) shall be the liability of the Indemnifying Party hereunder, subject to the limitations set forth in Section 12.1 hereof.the

Method of Asserting Claims, Etc. To be entitled Subject to indemnity hereunderSection 8.8 and 5.16(c), an Indemnified Party must send notice of a claim to the Indemnifying Party within the applicable Time Limitations and within 15 business days of the Indemnified Party becoming aware of the state of facts underlying the claim, but the failure to notify the Indemnifying Party within such time period will not relieve the indemnifying party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such action is actually prejudiced by the Indemnified Party's failure to give such notice. All all claims for indemnification by any Indemnified Party hereunder shall be asserted and resolved as set forth in this Section 12.38.3. In the event that any written claim or demand for which an Indemnifying Party would be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly, but in no event more than 15 business fifteen days following such Indemnified Party's ’s receipt of such claim or demand, notify the Indemnifying Party of such claim or demand (providing sufficient details with respect to in a written notice that describes such claim or demand to put in reasonable detail, including the Indemnifying Party on notice sections of this Agreement which form the basis for such claim or demand) demand and the amount or the estimated amount thereof to the extent such estimate is then feasible (which estimate shall not be conclusive of the final amount of such claim and demand) along with copies of all written evidence thereof (the "“Claim Notice"”); provided, however, that failure to provide such notice within the time period required shall not affect the Indemnified Party’s right to indemnification hereunder except to the extent the Indemnifying Party was actually prejudiced thereby. The Except as provided in Section 5.4(b)(2) with respect to the Section 75 Debt or unless a shorter period (which shall be set forth in the Claim Notice and shall be not less than 10 Business Days) is reasonably required to adequately address the claim or demand described in the Claim Notice, the Indemnifying Party shall promptly have 30 days from the personal delivery or mailing of the Claim Notice (the “Notice Period”) to notify the Indemnified Party (a) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand and (b) whether or not it desires to defend the Indemnified Party against such claim or demand. An election to assume the defense of such claim or demand shall not be deemed to be an admission that the Indemnifying Party is liable to the Indemnified Party in respect of such claim or demand; provided that, the Indemnifying Party shall not have the right to assume the defense of any claim or demand described in a Claim Notice if (i) such claim or demand seeks an injunction or other equitable relief as a primary remedy, (ii) such claim or demand is a criminal claim, (iii) other than in respect of indemnification for breach of Section 3.19 or other matters involving customer products or technical product support services, such claim or demand involves a customer, (iv) in the case of Seller as Indemnifying Party, all of the Losses resulting from such claim or demand suffered by Buyer Indemnified Parties would be absorbed by the Buyer Indemnified Parties because the Basket Amount has not been exhausted, or (v) in the case of Seller as Indemnifying Party, the amount asserted in respect of such claim or demand against the Buyer Indemnified Parties, together with all indemnified Losses realized and all other pending claims or demands against the Buyer Indemnified Parties are reasonably expected to result in Losses, in the aggregate, that exceed the Cap by an amount greater than 50% of such amount asserted and reasonably expected, if applicable. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party. Except as hereinafter ; provided, however, that the amount of such expenses shall be a liability of the Indemnifying Party hereunder subject to the limitations set forth in this Article VIII. In the event that it is ultimately determined that the Indemnifying Party is not obligated to indemnify, defend or hold the Indemnified Party harmless from and against any third party claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including without limitation, attorney’s fees and court costs) incurred by the Indemnifying Party in its defense of the third party claim. In the event that the Indemnifying Party promptly notifies the Indemnified Party within the Notice Period that it accepts liability hereunder with respect thereto and elects desires to defend the Indemnified Party against such claim or demand, except as hereinafter provided, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings proceedings. Except as provided in Section 5.4(b)(2) with counsel reasonably satisfactory respect to the Indemnified Party and shall have the sole power to direct and control such defense. If Section 75 Debt, if any Indemnified Party desires to participate in in, but not control, any such defense or settlement, it may do so at its sole cost and expenseexpense provided that, the Indemnifying Party shall pay all costs and expenses of such participation (i) if it requests the Indemnified Party to participate or (ii) in the reasonable written opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between the Indemnified Party and the Indemnifying Party that would make joint representation of the Indemnifying Party and the Indemnified Party impermissible under applicable standards of professional conduct. In the event that Seller as Indemnifying Party controls any claim or demand involving a current or former customer (with respect to Section 3.19 matters or other matters involving customer products or technical product support services) or supplier of the Business, Seller shall consult with and take into consideration the reasonable objectives of Buyer in connection with such claim or demand (provided, that Seller shall have no obligation to take any actions or fail to take any actions in defending such claim or demand that, in Seller’s reasonable judgment, could increase the liability of Seller in connection with such claim or demand). The Indemnified Party shall not settle a claim or demand without the consent of the Indemnifying Party, unless (i) the Indemnifying Party shall have failed to promptly assume the defense thereof and (ii) within 10 days after the Indemnified Party shall have given the Indemnifying Party written notice of the proposed settlement, the Indemnifying Party shall not have given the Indemnified Party written notice accepting liability hereunder with respect thereto and of its election to assume the defense of such claim or demand, in which event the Indemnified Party may enter into the proposed settlement and the Indemnifying Party shall not be entitled to object to the terms thereofunreasonably withheld or delayed. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld or delayed, settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in (i) the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the Indemnified Party's business or any subsidiary or Affiliate thereof, (ii) any remedy other than damages payable in full by the Indemnifying Party or (iii) any admission of a violation of Law demand; provided that would constitute a crime or any other admission of a violation of Law that would impair in any material respect the Indemnified Party's conduct of its business or would establish, by collateral estoppel or by legally admissible evidence, the basis of any other claim against if the Indemnified Party which would fails to consent to a settlement that imposes only monetary damages that do not require payment by the Indemnified Party by operation of the Basket Amount or the Cap then the Indemnifying Party’s liability with respect to such matter shall be subject limited to full indemnity hereunderthe amount of such rejected settlement. If the Indemnifying Party has the right to and elects not to defend the Indemnified Party against such a claim or demanddemand for which the Indemnifying Party has an indemnification obligation hereunder, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the amount of any such claim or demand, or, if the same be contested by the Indemnified Party, then that portion thereof as to which such defense is unsuccessful (and the reasonable costs and expenses pertaining to such defense) shall be the liability of the Indemnifying Party hereunder, subject to the limitations set forth in Section 12.1 hereofthis Article VIII. To the extent the Indemnifying Party shall control or participate in the defense or settlement of any third party claim or demand, the Indemnified Party will give the Indemnifying Party and its counsel access to, during normal business hours, the relevant business records and other documents, and shall permit them to consult with the employees and counsel of the Indemnified Party. The Indemnifying Party shall use its commercially reasonable efforts in the defense of all such claims. Any notice of a claim by reason of any of the representations, warranties or covenants contained in this Agreement shall state specifically the representation, warranty, or covenant with respect to which the claim is made, state in reasonable detail the basis for the claim, and, if known, give an assessment of the amount of the liability asserted against the Indemnifying Party by reason of the claim.

Method of Asserting Claims, Etc. To be Promptly after the assertion by any third party of any claim, demand or notice (a "Third Party Claim") against any Person entitled to indemnity hereunderindemnification under Section 7.3 or Section 7.4 that results or may result in the incurrence by such indemnified party of any Indemnified Liabilities, an Indemnified such indemnified party shall promptly notify the party from whom such indemnification could be sought of such Third Party must send Claim. Thereupon, the indemnifying party shall have the right, upon written notice of a claim (the "Defense Notice") to the Indemnifying Party indemnified party within the applicable Time Limitations and within 15 business 30 days of the Indemnified Party becoming aware of the state of facts underlying the claim, but the failure to notify the Indemnifying Party within such time period will not relieve after receipt by the indemnifying party of notice of the Third Party Claim (or sooner if such claim so requires) to conduct, at its own expense, the defense against the Third Party Claim in its own name or, if necessary, in the name of the indemnified party. The Defense Notice shall specify the counsel the indemnifying party shall appoint to defend such Third Party Claim (the "Defense Counsel") and the indemnified party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld. In the event the indemnifying party and the indemnified party cannot agree on such counsel within 10 days after the Defense Notice is given, then the indemnifying party shall propose an alternate Defense Counsel, which shall be subject again to the indemnified party's approval, which approval shall not be unreasonably withheld. Any indemnified party shall have the right to employ separate counsel in any liability that it may have such Third Party Claim and/or to participate in the defense thereof, but the fees and expenses of such counsel shall not be included as part of any Indemnified PartyLiabilities incurred by the indemnified party unless (i) the indemnifying party shall have failed to give the Defense Notice within the prescribed period, except (ii) such indemnified party shall have received an opinion of counsel, reasonably acceptable to the extent indemnifying party, to the effect that the Indemnifying interests of the indemnified party and the indemnifying party with respect to the Third Party demonstrates that Claim are sufficiently adverse to prohibit the representation by the same counsel of both parties under applicable ethical rules, or (iii) the employment of such counsel at the expense of the indemnifying party has been specifically authorized by the indemnifying party. The party conducting the defense of any Third Party Claim shall keep the other party apprised of all significant developments and shall not enter into any settlement, compromise or consent to judgment with respect to such action is actually prejudiced by the Indemnified Party's failure Third Party Claim unless such other party consents, such consent not to give such notice. All claims for indemnification by any Indemnified Party hereunder shall be asserted and resolved as set forth in this Section 12.3unreasonably withheld. In the event that the indemnifying party shall fail to give a Defense Notice within such 30-day period (or such shorter period if the claim so requires), they shall be deemed to have elected not to conduct the defense of the subject claim. A failure by an indemnified party to give timely, complete or accurate notice as provided in this Section 7.5 will not affect the rights or obligations of any written claim or demand for which an Indemnifying Party would be liable to any Indemnified Party party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly, but in no event more than 15 business days following such Indemnified Party's receipt of such claim or demand, notify the Indemnifying Party of such claim or demand (providing sufficient details with respect to such claim or demand to put the Indemnifying Party on notice of such claim or demand) except and the amount or the estimated amount thereof only to the extent such estimate is then feasible (which estimate shall not be conclusive of the final amount that, as a result of such claim and demand) (the "Claim Notice"). The Indemnifying Party shall promptly notify the Indemnified Party (a) whether failure, any party entitled to receive such notice was damaged or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand and (b) whether or not it desires to defend the Indemnified Party against such claim or demand. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be prejudiced as a liability of, and shall be paid by, the Indemnifying Party. Except as hereinafter provided, in the event that the Indemnifying Party promptly notifies the Indemnified Party that it accepts liability hereunder with respect thereto and elects to defend the Indemnified Party against such claim or demand, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings with counsel reasonably satisfactory to the Indemnified Party and shall have the sole power to direct and control such defense. If any Indemnified Party desires to participate in any such defense it may do so at its sole cost and expense. The Indemnified Party shall not settle a claim or demand without the consent of the Indemnifying Party, unless (i) the Indemnifying Party shall have failed to promptly assume the defense thereof and (ii) within 10 days after the Indemnified Party shall have given the Indemnifying Party written notice of the proposed settlement, the Indemnifying Party shall not have given the Indemnified Party written notice accepting liability hereunder with respect thereto and of its election to assume the defense result of such claim or demand, in which event the Indemnified Party may enter into the proposed settlement and the Indemnifying Party shall not be entitled failure to object to the terms thereof. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in (i) the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the Indemnified Party's business or any subsidiary or Affiliate thereof, (ii) any remedy other than damages payable in full by the Indemnifying Party or (iii) any admission of a violation of Law that would constitute a crime or any other admission of a violation of Law that would impair in any material respect the Indemnified Party's conduct of its business or would establish, by collateral estoppel or by legally admissible evidence, the basis of any other claim against the Indemnified Party which would not be subject to full indemnity hereunder. If the Indemnifying Party elects not to defend the Indemnified Party against such claim or demand, whether by not giving the Indemnified Party give timely notice as provided above or otherwise, then the amount of any such claim or demand, or, if the same be contested by the Indemnified Party, then that portion thereof as to which such defense is unsuccessful (and the reasonable costs and expenses pertaining to such defense) shall be the liability of the Indemnifying Party hereunder, subject to the limitations set forth in Section 12.1 hereofnotice.

Method of Asserting Claims, Etc. To be entitled to indemnity hereunder, an Indemnified Party must send notice of a claim to the Indemnifying Party within the applicable Time Limitations and within 15 business days of the Indemnified Party becoming aware of the state of facts underlying the claim, but the failure to notify the Indemnifying Party within such time period will not relieve the indemnifying party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such action is actually prejudiced by the Indemnified Party's failure to give such notice. All claims for indemnification by any Indemnified Party hereunder shall be asserted and resolved as set forth in this Section 12.39.3 except for claims pursuant to Article V hereof (as to which the provisions of Article V shall be applicable). In the event that any written claim or demand for which an Indemnifying Party would be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly, but in no event more than 15 business days 30 Business Days following such Indemnified Party's actual receipt of such claim or demand, notify the Indemnifying Party of such claim or demand (providing sufficient details with respect to such claim or demand to put the Indemnifying Party on notice of such claim or demand) and the amount or the estimated amount thereof to the extent such estimate is then feasible (which estimate shall not be conclusive in any manner prejudice the right of the final amount of such claim and demandIndemnified Party to indemnification to the fullest extent provided hereunder) (the "Third Party Claim Notice") and in the event that an Indemnified Party shall assert a claim for indemnity under this Article IX, not including a third party claim, the Indemnified Party shall notify the Indemnifying Party promptly following its discovery of the facts or circumstances giving rise thereto (together with a Third Party Claim Notice, a "Claim Notice"); provided, that no such notice need be provided to an Indemnifying Party if the Deductible has not been exceeded and will not be exceeded by such claim or demand; and provided, further, that the failure to notify on the part of the Indemnified Party in the manner set forth herein shall not foreclose any rights otherwise available to such Indemnified Party hereunder, except to the extent that the Indemnifying Party is prejudiced by such failure to notify. The Indemnifying Party shall promptly have 30 days from the personal delivery or mailing of the Third Party Claim Notice (except that such a period shall be decreased to a time 10 days before a scheduled appearance date in a litigated matter) (the "Notice Period") to notify the Indemnified Party (ai) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand and (bii) whether or not it desires to defend the Indemnified Party against such claim or demand, which it shall not be entitled to do until the Deductible is exceeded. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party. Except as hereinafter ; provided, in however, that the amount of such costs and expenses incurred by the Indemnifying Party shall be separate and apart from, and shall not be included in, the Maximum Amount. In the event that the Indemnifying Party promptly notifies the Indemnified Party within the Notice Period that it accepts liability hereunder with respect thereto and elects desires to defend the Indemnified Party against such claim or demand, which it shall not be entitled to do until the Deductible is exceeded and except as hereinafter provided, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings with and by counsel reasonably satisfactory acceptable to the Indemnified Party and shall have the sole power to direct and control such defenseParty. If any Indemnified Party desires to participate in in, but not control, any such defense or settlement it may do so at its sole cost and expense. The Indemnified Party shall not settle a claim or demand without the consent of the Indemnifying Party, unless (i) the Indemnifying Party shall have failed to promptly assume the defense thereof and (ii) within 10 days after the Indemnified Party shall have given the Indemnifying Party written notice of the proposed settlement, the Indemnifying Party shall not have given the Indemnified Party written notice accepting liability hereunder with respect thereto and of its election to assume the defense of such claim or demand, in which event the Indemnified Party may enter into the proposed settlement and the Indemnifying Party shall not be entitled to object to the terms thereof. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in (i) the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of of, or which would otherwise have a material adverse effect on, the Indemnified Party's business Party or any subsidiary or Affiliate thereof, (ii) any remedy other than damages payable in full by the Indemnifying Party or (iii) any admission of a violation of Law that would constitute a crime or any other admission of a violation of Law that would impair in any material respect the Indemnified Party's conduct of its business or would establish, by collateral estoppel or by legally admissible evidence, the basis of any other claim against the Indemnified Party which would not be subject to full indemnity hereunder. If the Indemnifying Party elects not to defend the Indemnified Party against such claim or demand, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the amount of any such claim or demand, or, if the same be contested by the Indemnified Party, then that portion thereof of any such claim or demand as to which such defense is unsuccessful (and the all reasonable costs and expenses pertaining to such defense) shall be the liability of the Indemnifying Party hereunder, subject to the limitations set forth in Section 12.1 9.1 hereof.. To the extent the 21 22 Indemnifying Party shall control or participate in the defense or settlement of any third party claim or demand, the Indemnified Party will give to the Indemnifying Party and its counsel reasonable access to all business records and other documents relevant to such defense or settlement, and shall permit them to consult with the employees and counsel of the Indemnified Party. The Indemnified Party shall use its best efforts in the defense of all such claims, and in connection therewith shall be entitled to reimbursement by the Indemnifying Party of expenses directly related to efforts undertaken at the specific request of the Indemnifying Party. ARTICLE X

Method of Asserting Claims, Etc. To be entitled to indemnity hereunder, an Indemnified Party must send notice of a claim to the Indemnifying Party within the applicable Time Limitations and within 15 business days of the Indemnified Party becoming aware of the state of facts underlying the claim, but the failure to notify the Indemnifying Party within such time period will not relieve the indemnifying party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such action is actually prejudiced by the Indemnified Party's failure to give such notice. All claims for indemnification by any Indemnified Party hereunder shall be asserted and resolved as set forth in this Section 12.3. (a) In the event that any written claim or demand for which an Indemnifying Party would be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly, but in no event more than 15 business thirty (30) days following such Indemnified Party's ’s receipt of such claim or demand, notify the Indemnifying Party of such claim or demand (providing sufficient details with respect to such claim or demand to put the Indemnifying Party on notice of such claim or demand) and the amount or the estimated amount thereof to the extent such estimate is then feasible (which estimate shall not be conclusive of the final amount of such claim and demand) (the "“Claim Notice"”); provided, that the failure to notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. The Indemnifying Party shall promptly promptly, but in no event more than sixty (60) days from the personal delivery or mailing of the Claim Notice (the “Notice Period”), notify the Indemnified Party (a) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand and (b) whether or not it desires to defend the Indemnified Party against such claim or demand. An election to assume the defense of such claim or demand shall not be deemed to be an admission that the Indemnifying Party is liable to the Indemnified Party in respect of such claim or demand. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party, subject to the limitations set forth in this Article VIII. Except as hereinafter providedIn the event that it is ultimately determined that the Indemnifying Party is not obligated to indemnify, defend or hold the Indemnified Party harmless from and against any third party claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including reasonable attorney’s fees and court costs) incurred by the Indemnifying Party in its defense of the third party claim. In the event that the Indemnifying Party promptly notifies the Indemnified Party within the Notice Period that it accepts liability hereunder with respect thereto and elects desires to defend the Indemnified Party against such claim or demand, except as hereinafter provided, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings with counsel reasonably satisfactory to the Indemnified Party and shall have the sole power to direct and control such defenseproceedings. If any Indemnified Party desires to participate in in, but not control, any such defense or settlement, it may do so at its sole cost and expense. The Indemnified Party shall not settle a claim or demand without the consent of the Indemnifying Party, unless (i) the Indemnifying Party shall have failed to promptly assume the defense thereof and (ii) within 10 days after the Indemnified Party shall have given the Indemnifying Party written notice of the proposed settlement, the Indemnifying Party shall not have given the Indemnified Party written notice accepting liability hereunder with respect thereto and of its election to assume the defense of such claim or demand, in which event the Indemnified Party may enter into the proposed settlement and the Indemnifying Party consent shall not be entitled to object to the terms thereofunreasonably withheld. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in (i) the imposition of a consent order, injunction or decree which that would restrict the future activity or conduct of the Indemnified Party's business Party or any subsidiary or Affiliate thereof, (ii) any remedy other than damages payable in full by the Indemnifying Party or (iii) any admission of a violation of Law that would constitute a crime or any other admission of a violation of Law that would impair in any material respect the Indemnified Party's conduct of its business or would establish, by collateral estoppel or by legally admissible evidence, the basis of any other claim against the Indemnified Party which would not be subject to full indemnity hereunder. If the Indemnifying Party elects not to defend the Indemnified Party against such a claim or demanddemand for which the Indemnifying Party has an indemnification obligation hereunder, whether by not giving the Indemnified Party timely notice as provided above or otherwise, and in the event the Indemnifying Party is ultimately determined to be obligated to indemnify, defend or hold the Indemnifying Party harmless with respect to the applicable third-party claim, then the amount of any such claim or demand, or, if the same be contested by the Indemnified Party, then that portion thereof as to which such defense of the claim by the Indemnified Party is unsuccessful (and the reasonable costs and expenses pertaining to such defense) shall be the liability of the Indemnifying Party hereunder, subject to the limitations set forth in Section 12.1 hereofthis Article VIII. To the extent the Indemnifying Party shall control or participate in the defense or settlement of any third party claim or demand, the Indemnified Party will give the Indemnifying Party and its counsel access to, during normal business hours, the relevant business records and other documents, and shall permit them to consult with the employees and counsel of the Indemnified Party. The Indemnified Party shall use its reasonable best efforts in the defense of all such claims. Any notice of a claim by reason of any of the representations, warranties or covenants contained in this Agreement shall state specifically the representation, warranty, or covenant with respect to which the claim is made, the facts giving rise to an alleged basis for the claim, and the estimated amount of the liability asserted against the Indemnifying Party by reason of the claim.

Method of Asserting Claims, Etc. To be entitled to indemnity hereunder, an Indemnified Party must send notice of a claim to the Indemnifying Party within the applicable Time Limitations and within 15 business days of the Indemnified Party becoming aware of the state of facts underlying the claim, but the failure to notify the Indemnifying Party within such time period will not relieve the indemnifying party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such action is actually prejudiced by the Indemnified Party's failure to give such notice. All claims for indemnification by any the Indemnified Party hereunder shall be asserted and resolved as set forth in this Section 12.37.5. In the event that any written claim or demand for which SBC or BellSouth, as the case may be (an "Indemnifying Party would Party"), may be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly, but in no event more later than 15 business days following such Indemnified Party's receipt of such claim or demand, notify in writing the Indemnifying Party of such claim or demand (providing sufficient details with respect to such claim or demand to put the Indemnifying Party on notice of such claim or demand) and the amount or the estimated amount thereof to the extent such estimate is then feasible (which estimate shall not be conclusive of the final amount of such claim and demand) (the "Claim Notice"). The Indemnifying Party shall promptly notify be relieved of its obligations to indemnify the Indemnified Party (a) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand if the Indemnified Party fails to timely deliver the Claim Notice and the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall have 30 days after the personal delivery or mailing of the Claim Notice, whichever is later, (bthe "Notice Period") to notify the Indemnified Party whether or not it desires to defend the Indemnified Party against such claim or demanddemand and shall during the Notice Period and thereafter be provided by the Indemnified Party with such information relating to the claim or demand as the Indemnifying Party shall request. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, borne by the Indemnifying Party. Except as hereinafter provided, in the event that the Indemnifying Party promptly notifies the Indemnified Party within the Notice Period that it accepts liability hereunder with respect thereto and elects desires to defend the Indemnified Party against such claim or demand, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings with counsel reasonably satisfactory to the Indemnified Party and shall have the sole power to direct and control such defense. If the Indemnifying Party so elects to assume the defense of such claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party, except as hereinafter provided. The Indemnifying Party shall be liable for the reasonable fees and expenses of the Indemnified Party in connection with the defense of a Claim if the Indemnified Party shall have been advised in writing by outside counsel that there are actual conflicts of interests between the Indemnified Party and the Indemnifying Party in connection with the defense of such Claim; provided, however, that the Indemnifying Party shall not be responsible for the fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties. If any Indemnified Party desires to participate in in, but not control, any such defense it may do so at its sole cost and expenseexpense (except as provided in the preceding sentence), provided that in any action seeking an injunction or decree which would restrict the future activity or conduct of the Indemnified Party or any Subsidiary or Affiliate thereof, the Indemnified Party shall be entitled to participate in the defense of such action at the expense of the Indemnifying Party. The Indemnified Party shall not settle settle, compromise or discharge a claim or demand for which it is indemnified by the Indemnifying Party or admit to any liability with respect to such claim or demand without the prior written consent of the Indemnifying Party, unless (i) the Indemnifying Party shall have failed to promptly assume the defense thereof and (ii) within 10 days after the Indemnified Party shall have given the Indemnifying Party written notice of the proposed settlement, the Indemnifying Party shall not have given the Indemnified Party written notice accepting liability hereunder with respect thereto and of its election to assume the defense of such claim or demand, in which event the Indemnified Party may enter into the proposed settlement and the Indemnifying Party shall not be entitled to object to the terms thereof. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, Party settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in (i) the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the Indemnified Party's business Party or any subsidiary Subsidiary or Affiliate thereof, (ii) any remedy other than damages payable in full by . To the extent the Indemnifying Party shall direct, control or (iii) any admission of a violation of Law that would constitute a crime participate in the defense or any other admission of a violation of Law that would impair in any material respect the Indemnified Party's conduct of its business or would establish, by collateral estoppel or by legally admissible evidence, the basis settlement of any other third party claim against or demand, the Indemnified Party which would not be subject will provide the Indemnifying Party and its counsel access to full indemnity hereunderall relevant business records and other documents, and shall use its reasonable best efforts to assist, and to cause the employees and counsel of the Indemnified Party to assist, in defense of such claim. If the Indemnifying Party elects not to defend the Indemnified Party against such claim or demandParty, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then shall have the amount of any such right and the obligation to defend the claim or demand, or, if demand by appropriate proceedings and shall have the same be contested by the Indemnified Party, then that portion thereof as sole power to which such defense is unsuccessful (direct and the reasonable costs and expenses pertaining to control such defense) shall be the liability of the Indemnifying Party hereunder, subject to the limitations set forth in Section 12.1 hereof.

Method of Asserting Claims, Etc. To be entitled to indemnity hereunder, an Indemnified Party must send notice of a claim to the Indemnifying Party within the applicable Time Limitations and within 15 business days of the Indemnified Party becoming aware of the state of facts underlying the claim, but the failure to notify the Indemnifying Party within such time period will not relieve the indemnifying party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such action is actually prejudiced by the Indemnified Party's failure to give such notice. All claims for indemnification by any Indemnified Party hereunder shall be asserted and resolved as set forth in this Section 12.39.6. In the event that any written claim or demand for which Seller or Buyer, as the case may be (an “Indemnifying Party would Party”), may be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly, but in no event more later than 15 business 30 days following such Indemnified Party's ’s receipt of such claim or demand, notify in writing the Indemnifying Party of such claim or demand (providing sufficient details with respect to such claim or demand to put the Indemnifying Party on notice of such claim or demand) and the amount or the estimated amount thereof to the extent such estimate is then feasible (which estimate shall not be conclusive of the final amount of such claim and or demand) (the "“Claim Notice"”). The Indemnifying Party shall promptly notify be relieved of its obligations to indemnify the Indemnified Party (a) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand and if the Indemnified Party fails to timely deliver the Claim Notice to the extent that the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall have 30 days after the personal delivery or mailing of the Claim Notice, whichever is later, (bthe “Notice Period”) to notify the Indemnified Party whether or not it desires to defend the Indemnified Party against such claim or demanddemand and shall during the Notice Period and thereafter be provided by the Indemnified Party with such information relating to the claim or demand as the Indemnifying Party shall reasonably request. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, borne by the Indemnifying Party, but shall be counted towards the Limit if such Claim is for breach of a representation or warranty other than such representations and warranties exempt from the Limit as set forth in Section 9.1. Except as hereinafter provided, in the event that the Indemnifying Party promptly notifies the Indemnified Party within the Notice Period that it accepts liability hereunder with respect thereto and elects desires to defend the Indemnified Party against such claim or demand, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings with counsel reasonably satisfactory to the Indemnified Party and shall have the sole power to direct and control such defense. If the Indemnifying Party so elects to assume the defense of such claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party. If any Indemnified Party desires to participate in in, but not control, any such defense it may do so at its sole cost and expense. The Indemnified Party shall not settle settle, compromise or discharge a claim or demand for which it is indemnified by the Indemnifying Party or admit to any liability with respect to such claim or demand without the prior written consent of the Indemnifying Party, unless Party (i) the Indemnifying Party shall have failed to promptly assume the defense thereof and (ii) within 10 days after the Indemnified Party shall have given the Indemnifying Party written notice of the proposed settlement, the Indemnifying Party shall not have given the Indemnified Party written notice accepting liability hereunder with respect thereto and of its election to assume the defense of such claim or demand, in which event the Indemnified Party may enter into the proposed settlement and the Indemnifying Party consent shall not be entitled to object to the terms thereofunreasonably withheld or delayed). The Indemnifying Party shall not, without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld or delayed), settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result unless the terms of such settlement provide for no admission of liability, fault or violation of Law or Contract and no relief other than payments of monetary damages that are not to be paid by the Indemnified Party or any of its Affiliates. To the extent the Indemnifying Party shall direct, control or participate in (i) the imposition defense or settlement of a consent orderany third party claim or demand, injunction or decree which would restrict the future activity or conduct Indemnified Party shall provide the Indemnifying Party and its counsel reasonable access to all relevant business records and other documents, and shall use its reasonable best efforts to assist, and to cause the employees and counsel of the Indemnified Party's business or any subsidiary or Affiliate thereofParty to assist, (ii) any remedy other than damages payable in full by defense of such claim. Notwithstanding the Indemnifying Party or (iii) any admission of a violation of Law that would constitute a crime or any other admission of a violation of Law that would impair in any material respect the Indemnified Party's conduct of its business or would establishforegoing, by collateral estoppel or by legally admissible evidence, the basis of any other claim against the Indemnified Party which would not be subject to full indemnity hereunder. If if the Indemnifying Party elects not to defend the Indemnified Party against such claim or demandif an actual conflict of interest exists, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then shall (at the amount of any such claim or demand, or, if the same be contested by the Indemnified Party, then that portion thereof as to which such defense is unsuccessful (sole cost and the reasonable costs and expenses pertaining to such defense) shall be the liability expense of the Indemnifying Party hereunderin accordance with and subject to this Article IX) have the right and the obligation to vigorously defend the claim or demand by appropriate proceedings and shall have the sole power to direct and control such defense with respect to itself, subject to the limitations set forth restriction on settlement pursuant to this Article IX. In any event, the Indemnifying Party shall have the right to participate in Section 12.1 hereofthe defense or settlement of any third party claim or demand for which the Indemnifying Party may be liable hereunder at its own expense.

Method of Asserting Claims, Etc. To be entitled (a) Except as provided in Article V with respect to indemnity hereundermatters related to Taxes and as set forth in paragraph (b) below, an Indemnified Party must send notice of a claim to the Indemnifying Party within the applicable Time Limitations and within 15 business days of the Indemnified Party becoming aware of the state of facts underlying the claim, but the failure to notify the Indemnifying Party within such time period will not relieve the indemnifying party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such action is actually prejudiced by the Indemnified Party's failure to give such notice. All all claims for indemnification by any the Indemnified Party hereunder with respect to third-party claims shall be asserted and resolved as set forth in this Section 12.39.5(a). In the event that any written claim or demand for which Seller or Buyer, as the case may be (in such capacity, an "Indemnifying Party would Party"), may be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly, but in no event more later than 15 business days following such Indemnified Party's receipt of such claim or demand, notify in writing the Indemnifying Party of such claim or demand (providing sufficient details with respect to such claim or demand to put the Indemnifying Party on notice of such claim or demand) and the amount or the estimated amount thereof to the extent such estimate is then feasible (which estimate shall not be conclusive of the final amount of such claim and or demand) (the "Claim Notice"). The Indemnifying Party shall promptly notify (i) have no liability with respect to any expenses incurred by the Indemnified Party (a) whether or not with respect to the relevant third-party claims prior to the time the Claim Notice is delivered to the Indemnifying Party disputes the liability and such expenses shall be deemed not to be Losses of the Indemnifying Party to the Indemnified Party hereunder and (ii) be relieved of its obligations to indemnify the Indemnified Party with respect to such claim or demand and if the Indemnified Party fails to timely deliver the Claim Notice, but only to the extent the Indemnifying Party is prejudiced thereby. The Indemnifying Party shall have 30 days from the personal delivery or mailing of the Claim Notice, whichever is later, (bthe "Notice Period") to notify the Indemnified Party whether or not it desires to defend the Indemnified Party against such claim or demanddemand and shall during the Notice Period and thereafter be provided by the Indemnified Party with such information relating to the claim or demand as the Indemnifying Party shall request. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, borne by the Indemnifying Party. Except as hereinafter provided, in the event that the Indemnifying Party promptly notifies the Indemnified Party within the Notice Period that it accepts liability hereunder with respect thereto and elects desires to defend the Indemnified Party against such claim or demand, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings with counsel reasonably satisfactory to the Indemnified Party and shall have the sole power to direct and control such defense. If the Indemnifying Party so elects to assume the defense of such claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party. If any Indemnified Party desires to participate in in, but not control, any such defense defense, it may do so at its sole cost and expense, provided, that in any action seeking an injunction or decree which would restrict the future activity or conduct of the Indemnified Party or any Subsidiary or Affiliate thereof, the Indemnified Party shall be entitled to participate in the defense of such action at the expense of the Indemnifying Party. The Indemnified Party shall not settle settle, compromise or discharge a claim or demand for which it is indemnified by the Indemnifying Party or admit to any liability with respect to such claim or demand without the prior written consent of the Indemnifying Party, unless Party (i) the Indemnifying Party shall have failed to promptly assume the defense thereof and (ii) within 10 days after the Indemnified Party shall have given the Indemnifying Party written notice of the proposed settlement, the Indemnifying Party shall not have given the Indemnified Party written notice accepting liability hereunder with respect thereto and of its election to assume the defense of such claim or demand, in which event the Indemnified Party may enter into the proposed settlement and the Indemnifying Party consent shall not be entitled to object to the terms thereofunreasonably withheld). The Indemnifying Party shall not, without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld), settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in (i) the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the Indemnified Party's business Party or any subsidiary Subsidiary or Affiliate thereof, (ii) any remedy other than damages payable in full by . To the extent the Indemnifying Party shall direct, control or (iii) any admission of a violation of Law that would constitute a crime participate in the defense or any other admission of a violation of Law that would impair in any material respect the Indemnified Party's conduct of its business or would establish, by collateral estoppel or by legally admissible evidence, the basis settlement of any other third party claim against or demand, the Indemnified Party which would not be subject will provide the Indemnifying Party and its counsel access to full indemnity hereunderall relevant business records and other documents, and shall use its reasonable best efforts to assist, and to cause the employees and counsel of the Indemnified Party to assist, in defense of such claim. If the Indemnifying Party elects not to defend the Indemnified Party against such claim or demandParty, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then shall have the amount of any such right to defend the claim or demand, or, if demand by appropriate proceedings and shall have the same be contested by the Indemnified Party, then that portion thereof as sole power to which such defense is unsuccessful (direct and the reasonable costs and expenses pertaining to control such defense) shall be the liability of . In any event, the Indemnifying Party hereunder, subject shall have the right to participate in the limitations set forth in Section 12.1 hereofdefense or settlement of any third party claim or demand for which the Indemnifying Party may be liable hereunder at its own expense.

Method of Asserting Claims, Etc. To be entitled to indemnity hereunder, 6.4.1 Promptly after receipt by an Indemnified PRG Party must send or an Indemnified Seller Party (the "Indemnified Party") of notice of a claim or demand (an "Asserted Liability") that may result in indemnification pursuant to Sections 6.1 or 6.2 of this Agreement, the Indemnified Party shall give written notice thereof (the "Claims Notice") to the party or parties against whom indemnification is or may be claimed (individually an "Indemnifying Party", and collectively the "Indemnifying Parties"). The Claims Notice shall describe the Asserted Liability in reasonably sufficient detail, based on the information then available, to allow the Indemnifying Party to evaluate the Asserted Liability. The failure of the Indemnified Party to deliver a Claims Notice to the Indemnifying Party within shall not relieve the applicable Time Limitations and within 15 business days of Indemnifying Party from its obligation to indemnify the Indemnified Party becoming aware of the state of facts underlying the claim, but the failure to notify the Indemnifying Party within such time period will not relieve the indemnifying party of any liability that it may have to any Indemnified Party, except to the extent the Indemnifying Party is materially prejudiced by the failure to receive such Claims Notice. The Indemnifying Party may elect to compromise or defend, at its own expense and by its own counsel, reasonably acceptable to the Indemnified Party, any Asserted Liability; provided, however, that the Indemnifying Party demonstrates that the defense of such action is actually prejudiced by the Indemnified Party's failure to give such notice. All claims for indemnification by may not compromise or settle any Indemnified Party hereunder shall be asserted and resolved as set forth in this Section 12.3. In the event that any written claim or demand for which an Indemnifying Party would be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly, but in no event more than 15 business days following such Indemnified Party's receipt of such claim or demand, notify the Indemnifying Party of such claim or demand (providing sufficient details with respect to such claim or demand to put the Indemnifying Party on notice of such claim or demand) and the amount or the estimated amount thereof to the extent such estimate is then feasible (which estimate shall not be conclusive of the final amount of such claim and demand) (the "Claim Notice"). The Indemnifying Party shall promptly notify the Indemnified Party (a) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand and (b) whether or not it desires to defend the Indemnified Party against such claim or demand. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party. Except as hereinafter provided, in the event that the Indemnifying Party promptly notifies the Indemnified Party that it accepts liability hereunder with respect thereto and elects to defend the Indemnified Party against such claim or demand, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings with counsel reasonably satisfactory to the Indemnified Party and shall have the sole power to direct and control such defense. If any Indemnified Party desires to participate in any such defense it may do so at its sole cost and expense. The Indemnified Party shall not settle a claim or demand Asserted Liability without the consent of the Indemnifying Party, Indemnified Party or Parties unless (i) such compromise or settlement requires no more than a monetary payment for which the Indemnified Party or Indemnified Parties hereunder are fully indemnified or involves other matters not binding upon the Indemnified Party or Indemnified Parties. If the Indemnifying Party elects to compromise or defend such Asserted Liability, it shall have failed within thirty (30) calendar days of notice of the Asserted Liability provided to promptly assume it under this Subsection (or sooner, if the defense thereof and (iinature of the Asserted Liability so requires) within 10 days after notify the Indemnified Party or Indemnified Parties in writing of its intent to do so, and the Indemnified Party or Indemnified Parties shall have given cooperate, at the expense of the Indemnifying Party written notice with respect to out-of-pocket expenses of the proposed settlement, the Indemnifying Party shall not have given the Indemnified Party written notice accepting liability hereunder with respect thereto and of its election to assume the defense of such claim or demandIndemnified Parties, in which event the Indemnified Party may enter into the proposed settlement and the Indemnifying Party shall not be entitled to object to the terms thereof. The Indemnifying Party shall notcompromise of, without the prior written consent of the Indemnified Partyor defense against, settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in (i) the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the Indemnified Party's business or any subsidiary or Affiliate thereof, (ii) any remedy other than damages payable in full by the Indemnifying Party or (iii) any admission of a violation of Law that would constitute a crime or any other admission of a violation of Law that would impair in any material respect the Indemnified Party's conduct of its business or would establish, by collateral estoppel or by legally admissible evidence, the basis of any other claim against the Indemnified Party which would not be subject to full indemnity hereunderAsserted Liability. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, fails to notify the Indemnified Party against such claim or demandIndemnified Parties of its election as herein provided or contests its obligation to indemnify under this Section, whether by not giving the Indemnified Party timely notice as provided above or otherwiseIndemnified Parties may pay, then the amount compromise or defend such Asserted Liability in respect of any such claim or demandAsserted Liability for which the Indemnifying Party may have an indemnification obligation under this Agreement. Notwithstanding the foregoing, or, if the same be contested by the Indemnified Party, then that portion thereof as to which such defense is unsuccessful (Party or Indemnified Parties and the reasonable Indemnifying Party may participate, at its/their own expense, in the defense of such Asserted Liability in respect of any Asserted Liability for which the Indemnifying Party may have an indemnification obligation under this Agreement. Notwithstanding anything in the foregoing to the contrary, the party that would be responsible under the terms of this Agreement for paying the underlying claim in connection with any Asserted Liability (should that claim ultimately prevail) shall bear the cost of the defense of the claim (with the exception of the costs and expenses pertaining to incurred by any party that voluntarily participates in such defense) shall be regardless of which party actually provides the liability of the Indemnifying Party hereunder, subject to the limitations set forth in Section 12.1 hereofdefense.

Method of Asserting Claims, Etc. To be entitled to indemnity hereunder, an Indemnified Party must send notice of a claim to the Indemnifying Party within the applicable Time Limitations and within 15 business days of the Indemnified Party becoming aware of the state of facts underlying the claim, but the failure to notify the Indemnifying Party within such time period will not relieve the indemnifying party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such action is actually prejudiced by the Indemnified Party's failure to give such notice. All claims for indemnification by any Indemnified Party hereunder shall be asserted and resolved as set forth in this Section 12.3. In the event that any written claim or demand for which an Indemnifying Party would be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly, but in no event more than 15 business thirty (30) days following such Indemnified Party's ’s receipt of such claim or demand, notify the Indemnifying Party of such claim or demand (providing sufficient details with respect to such claim or demand to put the Indemnifying Party on notice of such claim or demand) and the amount or the estimated amount thereof to the extent such estimate is then feasible (which estimate shall not be conclusive of the final amount of such claim and demand) (the "“Claim Notice"”); provided, that the failure to notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually prejudiced the Indemnifying Party. The Indemnifying Party shall promptly have ninety (90) days from the personal delivery or mailing of the Claim Notice (the “Notice Period”) to notify the Indemnified Party (a) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand and (b) whether or not it desires to defend the Indemnified Party against such claim or demand. An election to assume the defense of such claim or demand shall not be deemed to be an admission that the Indemnifying Party is liable to the Indemnified Party in respect of such claim or demand. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party, subject to the limitations set forth in this Article VIII. Except as hereinafter providedIn the event that it is ultimately determined that the Indemnifying Party is not obligated to indemnify, defend or hold the Indemnified Party harmless from and against any third party claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including reasonable attorney’s fees and court costs) incurred by the Indemnifying Party in its defense of the third party claim. In the event that the Indemnifying Party promptly notifies the Indemnified Party within the Notice Period that it accepts liability hereunder with respect thereto and elects desires to defend the Indemnified Party against such claim or demand, except as hereinafter provided, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings with counsel reasonably satisfactory to the Indemnified Party and shall have the sole power to direct and control such defenseproceedings. If any Indemnified Party desires to participate in in, but not control, any such defense or settlement, it may do so at its sole cost and expense. The Indemnified Party shall not settle a claim or demand without the consent of the Indemnifying Party, unless (i) the Indemnifying Party shall have failed to promptly assume the defense thereof and (ii) within 10 days after the Indemnified Party shall have given the Indemnifying Party written notice of the proposed settlement, the Indemnifying Party shall not have given the Indemnified Party written notice accepting liability hereunder with respect thereto and of its election to assume the defense of such claim or demand, in which event the Indemnified Party may enter into the proposed settlement and the Indemnifying Party consent shall not be entitled to object to the terms thereofunreasonably withheld. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in (i) the imposition of a consent order, injunction or decree which that would restrict the future activity or conduct of the Indemnified Party's business Party or any subsidiary or Affiliate thereof, (ii) any remedy other than damages payable in full by the Indemnifying Party or (iii) any admission of a violation of Law that would constitute a crime or any other admission of a violation of Law that would impair in any material respect the Indemnified Party's conduct of its business or would establish, by collateral estoppel or by legally admissible evidence, the basis of any other claim against the Indemnified Party which would not be subject to full indemnity hereunder. If the Indemnifying Party elects not to defend the Indemnified Party against such a claim or demanddemand for which the Indemnifying Party has an indemnification obligation hereunder, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the amount of any such claim or demand, or, if the same be contested by the Indemnified Party, then that portion thereof as to which such defense of the claim by the Indemnifying Party is unsuccessful (and the reasonable costs and expenses pertaining to such defense) shall be the liability of the Indemnifying Party hereunder, subject to the limitations set forth in Section 12.1 hereofthis Article VIII. To the extent the Indemnifying Party shall control or participate in the defense or settlement of any third party claim or demand, the Indemnified Party will give the Indemnifying Party and its counsel access to, during normal business hours, the relevant business records and other documents, and shall permit them to consult with the employees and counsel of the Indemnified Party. The Indemnified Party shall use its best efforts in the defense of all such claims. Any notice of a claim by reason of any of the representations, warranties or covenants contained in this Agreement shall state specifically the representation, warranty, or covenant with respect to which the claim is made, the facts giving rise to an alleged basis for the claim and the estimated amount of the liability asserted against the Indemnifying Party by reason of the claim.

Method of Asserting Claims, Etc. To be entitled to indemnity hereunder, an Indemnified Party must send notice of a claim to the Indemnifying Party within the applicable Time Limitations and within 15 business days of the Indemnified Party becoming aware of the state of facts underlying the claim, but the failure to notify the Indemnifying Party within such time period will not relieve the indemnifying party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such action is actually prejudiced by the Indemnified Party's failure to give such notice. All claims for indemnification by any Indemnified Party hereunder shall be asserted and resolved as set forth in this Section 12.37.3. In the event that any written claim or demand for which an Indemnifying Party would be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly, but in no event more than 15 business days following such Indemnified Party's receipt of such claim or demand, promptly notify the Indemnifying Party of such claim or demand (providing sufficient details with respect to in a written notice that describes such claim or demand to put in reasonable detail, including the Indemnifying Party on notice sections of this Agreement which form the basis for such claim or demand) demand and the amount or the estimated amount thereof to the extent such estimate is then feasible (which estimate shall not be conclusive of the final amount of such claim and demand) along with copies of all written evidence thereof (the "“Claim Notice"”). The Indemnifying Party shall promptly have thirty (30) days from the personal delivery or mailing of the Claim Notice (the “Notice Period”) to notify the Indemnified Party (a) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand and (b) whether or not it desires to defend the Indemnified Party against such claim or demand. An election to assume the defense of such claim or demand shall not be deemed to be an admission that the Indemnifying Party is liable to the Indemnified Party in respect of such claim or demand. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party. Except as hereinafter ; provided, however, that the amount of such expenses shall be a liability of the Indemnifying Party hereunder subject to the limitations set forth in this Article VII. In the event that the Indemnifying Party promptly notifies the Indemnified Party within the Notice Period that it accepts liability hereunder with respect thereto and elects desires to defend the Indemnified Party against such claim or demand, except as hereinafter provided, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings with counsel reasonably satisfactory to the Indemnified Party and shall have the sole power to direct and control such defenseproceedings. If any Indemnified Party desires to participate in in, but not control, any such defense or settlement, it may do so at its sole cost and expense. The Indemnified Party shall not settle a claim or demand without the consent of the Indemnifying Party, unless (i) the Indemnifying Party shall have failed to promptly assume the defense thereof and (ii) within 10 days after the Indemnified Party shall have given the Indemnifying Party written notice of the proposed settlement, the Indemnifying Party shall not have given the Indemnified Party written notice accepting liability hereunder with respect thereto and of its election to assume the defense of such claim or demand, in which event the Indemnified Party may enter into the proposed settlement and the Indemnifying Party shall not be entitled to object to the terms thereofunreasonably withheld. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in (i) the imposition of a consent order, injunction or decree which that would restrict the future activity or conduct of the Indemnified Party's business Party or any subsidiary or Affiliate thereof, (ii) any remedy other than damages payable in full by the Indemnifying Party or (iii) any admission of a violation of Law that would constitute a crime or any other admission of a violation of Law that would impair in any material respect the Indemnified Party's conduct of its business or would establish, by collateral estoppel or by legally admissible evidence, the basis of any other claim against the Indemnified Party which would not be subject to full indemnity hereunder. If the Indemnifying Party elects not to defend the Indemnified Party against such a claim or demanddemand for which the Indemnifying Party has an indemnification obligation hereunder, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the amount of any such claim or demand, or, if the same be contested by the Indemnified Party, then that portion thereof as to which such defense is unsuccessful (and the reasonable costs and expenses pertaining to such defense) shall be the liability of the Indemnifying Party hereunder, subject to the limitations set forth in Section 12.1 hereofthis Article VII. To the extent the Indemnifying Party shall control or participate in the defense or settlement of any third-party claim or demand, the Indemnified Party will give the Indemnifying Party and its counsel access to, during normal business hours and upon reasonable notice, the relevant business records and other documents, and shall permit them to consult with the employees and counsel of the Indemnified Party. The Indemnified Party shall use its reasonable best efforts in the defense of all such claims. Any notice of a claim by reason of any of the representations, warranties or covenants contained in this Agreement shall state specifically the representation, warranty, or covenant with respect to which the claim is made, the facts giving rise to an alleged basis for the claim, and the amount of the liability asserted against the Indemnifying Party by reason of the claim.

Method of Asserting Claims, Etc. To be entitled to indemnity hereunder, an Indemnified Party must send notice of a claim to the Indemnifying Party within the applicable Time Limitations and within 15 business days of the Indemnified Party becoming aware of the state of facts underlying the claim, but the failure to notify the Indemnifying Party within such time period will not relieve the indemnifying party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such action is actually prejudiced by the Indemnified Party's failure to give such notice. All claims for indemnification by any Indemnified Party hereunder adjustment of the Aggregate Purchase Price under this Section shall be asserted and resolved as set forth in this Section 12.3follows: 1. In the event that any written claim or demand for which an Indemnifying Party would be liable to any Indemnified Party potentially constituting a Loss hereunder is asserted against or sought to be collected from the Buyer or any Indemnified Party of the Companies by a third party&&d party (hereinafter a "Third Party Claim"), such Indemnified Party the Buyer shall promptly, but in no event more than 15 business days following such Indemnified Party's receipt writing promptly notify the Seller of such claim or demand, notify specifying the Indemnifying Party nature of such claim or demand (providing sufficient details with respect to such claim or demand to put the Indemnifying Party on notice of such claim or demand) and the amount or the estimated amount thereof to the extent such estimate is then feasible (which estimate shall not be conclusive of the final amount of such claim and demand) (the "Claim Notice"). The Indemnifying Party Seller shall promptly have thirty (")O) days from the receipt of the Claim Notice (the "Notice Period") to notify the Indemnified Party Buyer (a) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand and (bi) whether or not it desires disputes that any or all of the Third Party Claim or demand would result in an adjustment to the Aggregate Purchase Price and (ii) whether or not it desires, at the sole cost and expense of the Seller, to defend the Indemnified Party Buyer against such claim or demand. All costs and expenses incurred by In the Indemnifying Party in defending event that the Seller notifies the Buyer within the Notice Period that it desires to defend the Buyer against such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party. Except except as hereinafter provided, in the event that the Indemnifying Party promptly notifies the Indemnified Party that it accepts liability hereunder with respect thereto and elects to defend the Indemnified Party against such claim or demand, the Indemnifying Party Seller shall have the absolute right to defend the Indemnified Party by appropriate proceedings, which proceedings with counsel reasonably satisfactory shall be promptly settled or prosecuted by it to the Indemnified Party and shall have the sole power to direct and control such defensea final conclusion. If any Indemnified Party the Buyer desires to participate in in, but not control, any such defense or settlement, it may do so at its sole cost and expense. The Indemnified If the Seller has not notified the Buyer that it disputes that all or any part of the Third Party shall not settle a claim Claim or demand without the consent of the Indemnifying Party, unless (i) the Indemnifying Party shall have failed to promptly assume the defense thereof and (ii) within 10 days after the Indemnified Party shall have given the Indemnifying Party written notice of the proposed settlement, the Indemnifying Party shall not have given the Indemnified Party written notice accepting liability hereunder with respect thereto and of its election to assume the defense of such claim or demand, in which event the Indemnified Party may enter into the proposed settlement and the Indemnifying Party shall not be entitled to object to the terms thereof. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in an adjustment to the Aggregate Purchase Price, then (ia) if the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the Indemnified Party's business or any subsidiary or Affiliate thereof, (ii) any remedy other than damages payable in full by the Indemnifying Party or (iii) any admission of a violation of Law that would constitute a crime or any other admission of a violation of Law that would impair in any material respect the Indemnified Party's conduct of its business or would establish, by collateral estoppel or by legally admissible evidence, the basis of any other claim against the Indemnified Party which would not be subject to full indemnity hereunder. If the Indemnifying Party Seller elects not to defend the Indemnified Party Buyer against such claim or demand, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the amount of any such claim or demand, or, (b) if the same such claim or demand be contested by the Indemnified PartySeller or by the Buyer (but the Buyer shall have no obligation to contest any such claim or demand), then that portion thereof as to which a court of competent jurisdiction has finally determined, from which no appeal has been taken, that such defense is unsuccessful (unsuccessful, shall be a Loss hereunder and the reasonable costs and expenses pertaining Aggregate Purchase Price shall be adjusted accordingly; provided, however, that nothing hereunder shall be deemed to impair or restrict any right or remedy available to Buyer to claim for a Purchase Price adjustment with respect to such defense) disputed Third Party Claim or demand or any portion thereof, including the right to assert that the same is a Loss hereunder. 2. In the event the Buyer should have a claim for Loss requiring adjustment of the Aggregate Purchase Price hereunder that does not involve a claim or demand being asserted against or sought to be collected from the Buyer or any of the Companies by a third party, the Buyer shall promptly send a Claim Notice with respect to such claim to the Seller. If the Seller does not notify the Buyer within the Notice Period that it disputes such claim, the amount of such claim shall be the liability conclusively deemed a Loss requiring adjustment of the Indemnifying Party Aggregate Purchase Price hereunder, subject . 3. Nothing herein shall be deemed to prevent the Buyer from making a claim for adjustment of the Aggregate Purchase Price hereunder for potential or contingent claims or demands provided the Claim Notice sets forth the specific basis for any such potential or contingent claim or demand to the limitations set forth extent then feasible and the Buyer has reasonable grounds to believe that such a claim or demand may be made. 4. All Losses, as such term is defined in Section 12.1 hereof.12.1, shall be treated as an adjustment to the Aggregate Purchase Price exclusively as follows: (i) To the extent that the Closing Date Balance Sheet as finally determined in accordance with Section 1.3(b) exceeds One Million Five Hundred Fifty Thousand Dollars ($1,550,000) (a "Positive Balance Sheet Difference"), there shall be no adjustment to the Aggregate Purchase Price until the sum of the Losses exceeds the Positive Balance Sheet Difference; (ii) thereafter, if there are any remaining Losses in excess of the Positive Balance Sheet Difference chargeable as adjustments to the Aggregate Purchase Price, then such excess Losses shall be satisfied first against the Escrow in accordance with the provisions of Article 1, resulting in a reduction of the Escrow (as of the date of such offset) equal to the amount of the reduction of the Aggregate Purchase Price to which Buyer is entitled. When the Escrow is reduced to zero, Buyer shall next claim against amounts remaining unpaid under the Renewal Payment and thereafter the Seller shall reimburse Buyer for any remaining Losses. 5. All adjustments to the Aggregate Purchase Price resulting from Losses whether offset against the Escrow, the Renewal Payment or otherwise payable to the Buyer, shall bear interest at ten percent (10%) per annum accruable with respect to the amount of the Loss or Losses from the date such Loss was paid by Buyer to the date of offset or payment to the Buyer. X.

Method of Asserting Claims, Etc. To be entitled to indemnity hereunder, an Indemnified Party must send notice of a claim to the Indemnifying Party within the applicable Time Limitations and within 15 business days of the Indemnified Party becoming aware of the state of facts underlying the claim, but the failure to notify the Indemnifying Party within such time period will not relieve the indemnifying party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such action is actually prejudiced by the Indemnified Party's failure to give such notice. All claims for indemnification by any AT&T Indemnified Party hereunder Person or DoCoMo Indemnified Person (each an "Indemnified Party") shall be asserted and resolved as set forth in this Section 12.36.4. In the event that any written claim or demand for which an Indemnifying Party would be liable to any Any Indemnified Party hereunder seeking indemnity pursuant to Section 6.1 or Section 6.2 shall notify in writing the party from whom indemnification is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly, but in no event more than 15 business days following such Indemnified Party's receipt of such claim or demand, notify the Indemnifying Party of such claim or demand (providing sufficient details with respect to such claim or demand to put the Indemnifying Party on notice of such claim or demand) and the amount or the estimated amount thereof to the extent such estimate is then feasible (which estimate shall not be conclusive of the final amount of such claim and demand) (the "Claim NoticeIndemnifying Party")) of such demand for indemnification. The Indemnifying Party shall promptly have thirty (30) days from the personal delivery or mailing of such notice (the "Notice Period") to notify the Indemnified Party (ai) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand and (bii) whether or not it desires to defend the Indemnified Party against such claim or demand. All costs and expenses incurred by the Indemnifying Party in defending such demand with respect to a claim or demand shall be based on a liability of, and shall be paid by, the Indemnifying Partythird party claim (a "Third Party Claim"). Except as hereinafter provided, in In the event that the Indemnifying Party promptly notifies the Indemnified Party that it accepts liability hereunder within the Notice Period that, with respect thereto and elects to a Third Party Claim, it desires to defend the Indemnified Party against such claim or demandThird Party Claim, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings at the Indemnifying Party's sole cost and expense and with counsel (plus local counsel if appropriate) reasonably satisfactory to the Indemnified Party and shall have the sole power to direct and control such defenseParty. If any Indemnified Party desires to participate in any such defense it may do so at its sole cost and expense. The Indemnified Party shall not settle a claim or demand without the consent of the Indemnifying Party, unless (i) the Indemnifying Party shall have failed 's right to promptly assume the defense thereof and (ii) within 10 days after the Indemnified Party shall have given the Indemnifying Party written notice of the proposed settlementis exercised, the Indemnifying Party shall not be deemed to have given waived all rights to contest its liability to the Indemnified Party written notice accepting liability hereunder with in respect thereto and of its election to assume the defense of such claim or demand, in which event the Indemnified Third Party may enter into the proposed settlement and the Claim. No Indemnifying Party shall not be entitled to object to the terms thereof. The Indemnifying Party shall notshall, without the prior written consent of the Indemnified Party, settle, compromise or offer consent to settle entry of any judgment or compromise enter into any settlement agreement with respect to any action or proceeding in respect of which indemnification is sought under Sections 6.1 or 6.2 (whether or not the Indemnified Party is an actual or potential party thereto), unless such claim compromise, consent or demand settlement includes an unconditional release of the Indemnified Party to any material injunctive relief or other material equitable remedy and does not include a statement or admission of fault, culpability or a failure to act, by or on a basis which would result in (i) the imposition of a consent order, injunction or decree which would restrict the future activity or conduct behalf of the Indemnified Party. If the right to assume and control the defense is exercised, the Indemnified Party shall have the right to participate in, but not control, such defense at its own expense and the Indemnifying Party's business indemnity obligations shall be deemed not to include attorneys' fees and litigation expenses incurred in such participation by the Indemnified Party after the assumption of the defense by the Indemnifying Party in accordance with the terms hereof; PROVIDED, HOWEVER, that the Indemnified Parties collectively shall be entitled to employ one firm or any subsidiary separate counsel (plus local counsel if appropriate) to represent the Indemnified Party if, in the opinion of counsel to each Indemnified Party seeking to employ such separate counsel, a conflict of interest between such Indemnified Party or Affiliate thereofParties and the Indemnifying Party exists in respect of such claim and in each such event, the fees, costs and expenses of one such firm or separate counsel (iiplus one local counsel per jurisdiction if appropriate) any remedy other than damages payable shall be paid in full by the Indemnifying Party or (iii) any admission of a violation of Law that would constitute a crime or any other admission of a violation of Law that would impair in any material respect the Indemnified Party's conduct of its business or would establish, by collateral estoppel or by legally admissible evidence, the basis of any other claim against the Indemnified Party which would not be subject to full indemnity hereunder. If the Indemnifying Party elects has not elected to defend assume the defense of a Third Party Claim within the Notice Period, the Indemnified Party against such may defend and settle the claim or demandfor the account and cost of the Indemnifying Party; PROVIDED, whether by not giving that the Indemnified Party timely notice as provided above will not settle the Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party will promptly pay, or otherwisereimburse the Indemnified Party for payment of, then the amount all costs and expenses (including reasonable fees and expenses of any such claim or demand, orone counsel plus one local counsel per jurisdiction, if appropriate) incurred in the same be contested by defense thereof. The Indemnified Party shall cooperate with the Indemnifying Party and, subject to obtaining proper assurances of confidentiality and privilege, shall make available to the Indemnifying Party all pertinent information under the control of the Indemnified Party, then that portion thereof as to which such defense is unsuccessful (and the reasonable costs and expenses pertaining to such defense) shall be the liability of the Indemnifying Party hereunder, subject to the limitations set forth in Section 12.1 hereof.

Method of Asserting Claims, Etc. To be entitled to indemnity hereunder, an Indemnified Party must send notice of a claim to the Indemnifying Party within the applicable Time Limitations and within 15 business days of the Indemnified Party becoming aware of the state of facts underlying the claim, but the failure to notify the Indemnifying Party within such time period will not relieve the indemnifying party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such action is actually prejudiced by the Indemnified Party's failure to give such notice. All claims for ------------------------------- indemnification by any Indemnified Party hereunder shall be asserted and resolved as set forth in this Section 12.38.3. In the event that any written claim or demand for which an Indemnifying Party would be liable to any Any Indemnified Party hereunder is asserted against seeking indemnity pursuant to Section 8.2 or sought Section 5.3 shall give prompt notice to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly, but in no event more than 15 business days following such Indemnified Party's receipt of such claim or demand, notify the Indemnifying Party of such the receipt by the Indemnified Party of a claim or demand in the case of a third party claim (providing sufficient details with respect to such claim or demand to put the Indemnifying a "Third Party on notice of such claim or demand) Claim"), and the amount or the estimated amount thereof to the extent then feasible, and in the event that an Indemnified Party shall assert a claim for indemnity under this Article VIII not including a Third Party Claim, the Indemnified Party shall make such estimate is then feasible (claim by giving prompt notice thereof to the Indemnifying Party within the period of time during which estimate such representation or warranty survives the Closing pursuant to Section 8.1 hereof. Such written notice shall not be conclusive of specify with reasonable detail the final amount of basis for such claim and demand) (the "Claim Notice")amount thereof. Following the timely giving of such notice in accordance with Section 8.1, the Indemnified Party shall be entitled to pursue its rights to be indemnified under this Article VIII for such claim notwithstanding the subsequent expiration of the survival period applicable to the representation or warranty upon which such claim is based; provided, however, that any failure to provide such notice shall not constitute -------- ------- a waiver of the Indemnifying Party's indemnity obligations hereunder except to the extent the Indemnifying Party is actually materially prejudiced thereby. The Indemnifying Party shall promptly have 30 days from the personal delivery or mailing of such notice (the "Notice Period") to notify the Indemnified Party (ai) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand and (bii) whether or not it desires to defend the Indemnified Party against such claim or demand. All costs and expenses incurred by the Indemnifying With respect to a Third Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party. Except as hereinafter providedClaim, in the event that the Indemnifying Party promptly notifies the Indemnified Party within the Notice Period that it accepts liability hereunder with respect thereto and elects desires to defend the Indemnified Party against such claim or demand, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings at the Indemnifying Party's sole cost and expense and with counsel reasonably satisfactory to the Indemnified Party and shall have the sole power to direct and control such defenseParty. If any Indemnified Party desires to participate in any such defense it may do so at its sole cost and expense. The Indemnified Party shall not settle a claim or demand without the consent of the Indemnifying Party, unless (i) the Indemnifying Party shall have failed 's right to promptly assume the defense thereof and (ii) within 10 days after the Indemnified Party shall have given the Indemnifying Party written notice of the proposed settlementis exercised, the Indemnifying Party shall not be deemed to have given waived all rights to contest its liability to the Indemnified Party written notice accepting liability hereunder with in respect thereto and of its election to assume the defense of such claim or demand, in which event the Indemnified Third Party may enter into the proposed settlement and the Indemnifying Party shall not be entitled to object to the terms thereofClaim. The Indemnifying Party shall not, not settle or compromise any Third Party Claim that it elects to defend without the prior written consent of the Indemnified Party, settlewhich consent shall not be unreasonably withheld. If the right to assume and control the defense is exercised, compromise or offer the Indemnified Party shall have the right to settle or compromise any participate in, but not control, such claim or demand on a basis which would result defense at its own expense and the Indemnifying Party's indemnity obligations shall be deemed not to include attorneys' fees and litigation expenses incurred in (i) such participation by the imposition of a consent order, injunction or decree which would restrict Indemnified Party after the future activity or conduct assumption of the Indemnified Party's business or any subsidiary or Affiliate thereof, (ii) any remedy other than damages payable in full defense by the Indemnifying Party or (iii) any admission of a violation of Law that would constitute a crime or any other admission of a violation of Law that would impair in any material respect the Indemnified Party's conduct of its business or would establish, by collateral estoppel or by legally admissible evidence, the basis of any other claim against the Indemnified Party which would not be subject to full indemnity hereunder. If the Indemnifying Party elects has not elected to defend assume the defense of a Third Party Claim, the Indemnified Party against such may defend and settle the claim or demandfor the account and cost of the Indemnifying Party; provided, whether by not giving that the Indemnified Party timely notice as provided above will not settle the -------- Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party will promptly pay, or otherwisereimburse the Indemnified Party for payment of, then costs and expenses (including reasonable fees and expenses of counsel) incurred in the amount defense thereof. The Indemnified Party shall cooperate with the Indemnifying Party and, subject to obtaining proper assurances of confidentiality and privilege, shall make available to the Indemnifying Party all pertinent information under the control of the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not have the right to assume the defense of any such claim or demand, orThird Party Claim, if (i) the same be contested Indemnified Party shall have been advised in writing by counsel that there are one or more legal or equitable defenses available to them which are different from or in addition to those available to the Indemnifying Party, and, in the reasonable opinion of such counsel to the Indemnified Party, then that portion thereof as to which counsel for the Indemnifying Party could not adequately represent the interests of the Indemnified Party because such defense is unsuccessful interests are in conflict with those of the Indemnified Party, (and ii) such action or proceeding involves, or could have a material effect on, any material matter beyond the reasonable costs and expenses pertaining to such defense) shall be scope of the liability indemnification obligation of the Indemnifying Party hereunder, subject or involves or could reasonably be expected to involve injunctive or other non-monetary relief or (iii) the limitations set forth Indemnifying Party shall not have assumed the defense of the Third Party Claim in Section 12.1 hereofa timely fashion that results in prejudicing the Indemnified Party.

Method of Asserting Claims, Etc. To be entitled to indemnity hereunder, an Indemnified Party must send notice of a claim to the Indemnifying Party within the applicable Time Limitations and within 15 business days of the Indemnified Party becoming aware of the state of facts underlying the claim, but the failure to notify the Indemnifying Party within such time period will not relieve the indemnifying party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such action is actually prejudiced by the Indemnified Party's failure to give such notice. All claims for indemnification by any Indemnified Party hereunder shall be asserted and resolved as set forth in this Section 12.39.3 except for claims pursuant to Article V hereof (as to which the provisions of Article V shall be applicable). In the event that any written claim or demand for which an Indemnifying Party would be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly, but in no event more than 15 business days following such Indemnified Party's receipt of such claim or demand, notify the Indemnifying Party of such claim or demand (providing sufficient details with respect to such claim or demand to put the Indemnifying Party on notice of such claim or demand) and the amount or the estimated amount thereof to the extent such estimate is then feasible (which estimate shall not be conclusive in any manner prejudice the right of the final amount of such claim and demandIndemnified Party to indemnification to the fullest extent provided hereunder) (the "Third Party Claim Notice") and in the event that an Indemnified Party shall assert a claim for indemnity under this Article IX, not including a third party claim, the Indemnified Party shall notify the Indemnifying Party promptly following its discovery of the facts 101 or circumstances giving rise thereto (together, with a Third Party Claim Notice, a "Claim Notice"); PROVIDED, THAT no such notice need be provided to an Indemnifying Party if the Deductible has not been exceeded and will not be exceeded by such claim or demand; and PROVIDED, FURTHER, that the failure to notify on the part of the Indemnified Party in the manner set forth herein shall not foreclose any rights otherwise available to such Indemnified Party hereunder, except to the extent that the Indemnifying Party is prejudiced by such failure to notify. The Indemnifying Party shall promptly have 30 days from the personal delivery or mailing of the Third Party Claim Notice (except that such a period shall be decreased to a time 10 days before a scheduled appearance date in a litigated matter) (the "Notice Period") to notify the Indemnified Party (ai) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand and (bii) whether or not it desires to defend the Indemnified Party against such claim or demand, which it shall not be entitled to do until the Deductible is exceeded. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party; PROVIDED, HOWEVER, that the amount of such expenses shall be a liability of the Indemnifying Party hereunder, subject to the limitations set forth in Section 9.1 hereof. Except as hereinafter provided, in In the event that the Indemnifying Party promptly notifies the Indemnified Party within the Notice Period that it accepts liability hereunder with respect thereto and elects 102 desires to defend the Indemnified Party against such claim or demand, which it shall not be entitled to do until the Deductible is exceeded and except as hereinafter provided, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings with and by counsel reasonably satisfactory acceptable to the Indemnified Party and shall have the sole power to direct and control such defenseParty. If any Indemnified Party desires to participate in in, but not control, any such defense or settlement it may do so at its sole cost and expense. The Indemnified Party shall not settle a claim or demand without the consent of the Indemnifying Party, unless (i) the Indemnifying Party shall have failed to promptly assume the defense thereof and (ii) within 10 days after the Indemnified Party shall have given the Indemnifying Party written notice of the proposed settlement, the Indemnifying Party shall not have given the Indemnified Party written notice accepting liability hereunder with respect thereto and of its election to assume the defense of such claim or demand, in which event the Indemnified Party may enter into the proposed settlement and the Indemnifying Party shall not be entitled to object to the terms thereof. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in (i) the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of of, or which would otherwise have a material adverse effect on, the Indemnified Party's business Party or any subsidiary or Affiliate thereof, (ii) any remedy other than damages payable in full by the Indemnifying Party or (iii) any admission of a violation of Law that would constitute a crime or any other admission of a violation of Law that would impair in any material respect the Indemnified Party's conduct of its business or would establish, by collateral estoppel or by legally admissible evidence, the basis of any other claim against the Indemnified Party which would not be subject to full indemnity hereunder. If the Indemnifying Party elects not to defend the Indemnified Party against such claim or demand, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the Indemnified Party shall have the right to assume the defense of such claim and the amount of any such claim or demand, or, if the same be contested by the Indemnified Party, then that portion thereof of any such claim or demand as to which such defense is unsuccessful (and the all reasonable costs and expenses pertaining to such defense) shall be the liability of the Indemnifying Party hereunder, subject to the 103 limitations set forth in Section 12.1 9.1 hereof.. In such event, the Indemnified Party may defend against any such claim in any manner it deems appropriate and may settle any such claim or consent to the entry of any judgment with respect thereto; PROVIDED THAT it shall (i) act reasonably and in good faith, (ii) notify the Indemnifying Party of its intent to settle such claim or consent to such judgment and (iii) receive the consent of the Indemnifying Party for such settlement or consent to judgment (which consent shall not be unreasonably withheld and shall be deemed to have been received if the Indemnifying Party shall not have objected within five Business Days after the receipt of the notification referred to in (ii) above). To the extent the Indemnifying Party shall control or participate in the defense or settlement of any third party claim or demand, the Indemnified Party will give to the Indemnifying Party and its counsel reasonable access to all business records and other documents relevant to such defense or settlement, and shall permit them to consult with the employees and counsel of the Indemnified Party. The Indemnifying Party will keep such business records and other documents strictly confidential and will use them only for the purposes of defense or settlement pursuant hereto. The Indemnified Party shall use its reasonable best efforts in the defense of all such claims, and in connection therewith shall be entitled to reimbursement by the Indemnifying Party of expenses directly related to efforts undertaken at the specific request of the Indemnifying Party. 104

Method of Asserting Claims, Etc. To be entitled to indemnity hereunder, an Indemnified Party must send notice of a claim to the Indemnifying Party within the applicable Time Limitations and within 15 business days of the Indemnified Party becoming aware of the state of facts underlying the claim, but the failure to notify the Indemnifying Party within such time period will not relieve the indemnifying party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such action is actually prejudiced by the Indemnified Party's failure to give such notice. All claims for indemnification by any Indemnified Party hereunder shall be asserted and resolved as set forth in this Section 12.3. In the event that any written claim or demand for which an Indemnifying Party would be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly, but in no event more than 15 business fifteen (15) days following such Indemnified Party's ’s receipt of such claim or demand, notify the Indemnifying Party of such claim or demand (providing sufficient details with respect to such claim or demand to put the Indemnifying Party on notice of such claim or demand) and the amount or the estimated amount thereof to the extent such estimate is then feasible (which estimate shall not be conclusive of the final amount of such claim and or demand) (the "“Claim Notice"”); provided, however, that the failure to notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. The Indemnifying Party shall promptly have sixty (60) days from the personal delivery or mailing of the Claim Notice (the “Notice Period”) to notify the Indemnified Party (a) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand and (b) whether or not it desires to defend the Indemnified Party against such claim or demand; provided, however, that the Indemnifying Party shall not have the right to defend any claim arising from or related to (i) a material customer or supplier of the Business or (ii) a third party that seeks, in addition to or in lieu of monetary damages, any injunctive or other equitable relief (except where injunctive or other equitable relief is merely incidental to a primary claim or claims for monetary damages); provided, further, that in the event that the Indemnified Party reasonably believes that the claim that is the subject of the Claim Notice requires immediate action and the Indemnifying Party has not notified the Indemnified Party of its intent to defend, the Indemnified Party may take such action (and only such action) as it believes necessary to mitigate the scope of the claim. An election to assume the defense of such claim or demand shall not be deemed to be an admission that the Indemnifying Party is liable to the Indemnified Party in respect of such claim or demand. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party, subject to the limitations set forth in this Article VIII. Except as hereinafter providedIn the event that it is ultimately determined that the Indemnifying Party is not obligated to indemnify, defend or hold the Indemnified Party harmless from and against any third party claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including attorney’s fees and court costs) incurred by the Indemnifying Party in its defense of the third party claim. In the event that the Indemnifying Party promptly notifies the Indemnified Party within the Notice Period that it accepts liability hereunder with respect thereto and elects desires to defend the Indemnified Party against such claim or demand, except as hereinafter provided, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings with counsel reasonably satisfactory to the Indemnified Party and shall have the sole power to direct and control such defenseProceedings. If any Indemnified Party desires to participate in in, but not control, any such defense or settlement, it may do so at its sole cost and expense. The Indemnified Party shall not settle a claim or demand without the consent of the Indemnifying Party, unless (i) the Indemnifying Party shall have failed to promptly assume the defense thereof and (ii) within 10 days after the Indemnified Party shall have given the Indemnifying Party written notice of the proposed settlement, the Indemnifying Party shall not have given the Indemnified Party written notice accepting liability hereunder with respect thereto and of its election to assume the defense of such claim or demand, in which event the Indemnified Party may enter into the proposed settlement and the Indemnifying Party shall not be entitled to object to the terms thereofunreasonably withheld. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in (i) the imposition of a consent order, injunction or decree which that would restrict the future activity or conduct of the Indemnified Party's business Party or any subsidiary or Affiliate thereof, (ii) any remedy other than damages payable in full by the Indemnifying Party or (iii) any admission of a violation of Law that would constitute a crime or any other admission of a violation of Law that would impair in any material respect the Indemnified Party's conduct of its business or would establish, by collateral estoppel or by legally admissible evidence, the basis of any other claim against the Indemnified Party which would not be subject to full indemnity hereunder. If the Indemnifying Party elects not to defend the Indemnified Party against such a claim or demanddemand for which the Indemnifying Party has an indemnification obligation hereunder, whether by not giving the Indemnified Party timely notice as provided above or otherwise, and in the event the Indemnifying Party is ultimately determined to be obligated to indemnify, defend or hold the Indemnifying Party harmless with respect to the applicable third-party claim, then the amount of any such claim or demand, or, if the same be contested by the Indemnified Party, then that portion thereof as to which such defense of the claim by the Indemnified Party is unsuccessful (and the reasonable costs and expenses pertaining to such defense) shall be the liability of the Indemnifying Party hereunder, subject to the limitations set forth in Section 12.1 hereofthis Article VIII. To the extent the Indemnifying Party shall control or participate in the defense or settlement of any third party claim or demand, the Indemnified Party will give the Indemnifying Party and its counsel access to, during normal business hours, the relevant business records and other documents, and shall permit them to consult with the employees and counsel of the Indemnified Party. The Indemnified Party shall use its best efforts in the defense of all such claims. Any notice of a claim by reason of any of the representations, warranties or covenants contained in this Agreement shall state specifically the representation, warranty or covenant with respect to which the claim is made, the facts giving rise to an alleged basis for the claim which are known to the Indemnified Party at the time of making such claim, and the estimated amount of the liability asserted against the Indemnifying Party by reason of the claim.

Method of Asserting Claims, Etc. To (a) In case any claim is made, or any suit or action is commenced by a third party against Buyer in respect of which indemnification under Section 13.1 may be entitled to indemnity sought by it hereunder, an Indemnified Party must send notice or the Shareholder in respect of a claim to which indemnification under Section 13.2 may be sought by it hereunder, the Indemnifying Party within indemnified party (the applicable Time Limitations and within 15 business days of the Indemnified Party becoming aware of the state of facts underlying the claim, but the failure to notify the Indemnifying Party within such time period will not relieve "Indemnitee") shall promptly give the indemnifying party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such action is actually prejudiced by the Indemnified Party's failure to give such notice. All claims for indemnification by any Indemnified Party hereunder shall be asserted and resolved as set forth in this Section 12.3. In the event that any written claim or demand for which an Indemnifying Party would be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly, but in no event more than 15 business days following such Indemnified Party's receipt of such claim or demand, notify the Indemnifying Party of such claim or demand (providing sufficient details with respect to such claim or demand to put the Indemnifying Party on notice of such claim or demand) and the amount or the estimated amount thereof to the extent such estimate is then feasible (which estimate shall not be conclusive of the final amount of such claim and demand) (the "Claim Notice"). The Indemnifying Party shall promptly notify the Indemnified Party (a) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand and (b) whether or not it desires to defend the Indemnified Party against such claim or demand. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party. Except as hereinafter provided, in the event that the Indemnifying Party promptly notifies the Indemnified Party that it accepts liability hereunder with respect thereto and elects to defend the Indemnified Party against such claim or demand, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings with counsel reasonably satisfactory to the Indemnified Party and shall have the sole power to direct and control such defense. If any Indemnified Party desires to participate in any such defense it may do so at its sole cost and expense. The Indemnified Party shall not settle a claim or demand without the consent of the Indemnifying Party, unless (i") the Indemnifying Party shall have failed to promptly assume the defense notice thereof and (ii) within 10 days after the Indemnified Party shall have given the Indemnifying Party written notice of the proposed settlement, the Indemnifying Party shall not have given the Indemnified Party written notice accepting liability hereunder with respect thereto and of its election to assume the defense of such claim or demand, in which event the Indemnified Party may enter into the proposed settlement and the Indemnifying Party shall not be entitled to object to control the terms defense thereof. The Indemnitee may (but need not) retain its own counsel, but the fees and expenses of such counsel shall be at the expense of the Indemnitee. The Indemnifying Party shall not, without may at any time notify the prior written consent Indemnitee of the Indemnified Party, settle, compromise or offer its intention to settle or compromise any claim, suit or action against the Indemnitee, and the Indemnifying Party may settle or compromise any such claim claim, suit or demand on a basis which would result action unless the Indemnitee notifies the Indemnifying Party in writing (iwithin ten (10) business days after the imposition Indemnifying Party has given written notice of a consent orderits intention to settle or compromise) that the Indemnitee intends to conduct or to continue to conduct the defense of such claim, injunction suit or action. Unless the Indemnitee gives the notice referred to in the foregoing sentence with respect to settlements or compromises, any such settlement or compromise of, or (notwithstanding any notice from the Indemnitee referred to in the foregoing sentence) any final judgment or decree which would restrict entered on or in respect of any claim, suit or action shall be binding upon, the future activity Indemnitee as fully as if the Indemnitee had assumed and controlled the defense thereof and a final judgment or decree had been entered in such suit or action, or with regard to such claim, by a court of competent jurisdiction for the amount of such settlement, compromise, judgement or decree. If the Indemnitee conducts or continues the conduct of the Indemnified Party's business defense of any claim, suit or any subsidiary or Affiliate thereofaction as aforesaid, (ii) any remedy other than damages payable in full by it shall do so at its own cost and expense, holding the Indemnifying Party or (iii) any admission of a violation of Law that would constitute a crime or any other admission of a violation of Law that would impair harmless from all costs, fees, expenses, debts, liabilities and charges in any material respect the Indemnified Party's conduct of its business or would establish, by collateral estoppel or by legally admissible evidence, the basis of any other claim against the Indemnified Party which would not be subject to full indemnity hereunder. If the Indemnifying Party elects not to defend the Indemnified Party against such claim or demand, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the amount of any such claim or demand, or, if the same be contested by the Indemnified Party, then that portion thereof as to which such defense is unsuccessful (and the reasonable costs and expenses pertaining to connection with such defense) shall be the liability of the Indemnifying Party hereunder, subject to the limitations set forth in Section 12.1 hereof.