Common use of Notice; Defense of Claims Clause in Contracts

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for Promptly after receipt by a Parent Indemnified Party of notice of any claim, liability or expense to which the indemnification obligations hereunder by giving written would apply, the Parent Indemnified Party shall give notice thereof in writing to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being assertedStockholders, but the failure omission to do so shall notify the Stockholders promptly will not relieve the indemnifying party Stockholders from any liability except to the extent that it is the Stockholders shall have been prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and any claim nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability being asserted by a third partyor obligation is asserted. Within 20 If within twenty (20) days after receiving such notice the indemnifying party shall Stockholders give written notice to the indemnified party Parent Indemnified Party stating whether that (i) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (ii) that it disputes the claim for indemnification and whether it will intends to defend against any third party claim such claim, liability or liability expense at its own cost and expense. If , then counsel for the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it defense shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it the Stockholders (subject to the consent of the indemnified partyParent Indemnified Party which consent may not be unreasonably withheld) and the Parent Indemnified Party shall not be required to make any payment with respect to such claim, liability or expense as long as the Stockholders are conducting a good faith and diligent defense at their own expense; provided, however, that the assumption of defense of any such matters by the Stockholders shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The Stockholders shall have the right, with the consent of the Parent Indemnified Party, which consent shall not be unreasonably withheld) as long as , to settle any Parent Indemnified Claims by third parties which are susceptible to being settled provided its obligation to indemnify the indemnifying party is conducting a good faith and diligent defenseParent Indemnified Party therefor will be fully satisfied. The indemnified party Stockholders shall keep the Parent Indemnified Party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the Parent Indemnified Party with all documents and information that the Parent Indemnified Party shall reasonably request and shall consult with the Parent Indemnified Party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the Parent Indemnified Party shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party Stockholders and the indemnified party Parent Indemnified Party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage expense of separate counsel at for the expense of Parent Indemnified Party shall be paid by the indemnifying partyStockholders. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying partyStockholders, or if such diligent good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyconducted, the indemnified party shall have the rightParent Indemnified Party shall, at the expense of the indemnifying partyStockholders, to undertake the defense of such claim or liability (with counsel selected by the indemnified partyParent Indemnified Party), and shall have the right to compromise or settle it, (exercising reasonable business judgment), such claim, liability or expense. If the third party claim such claim, liability or liability expense is one that by its nature cannot be defended solely by the indemnifying partyStockholders, then the indemnified party Parent Indemnified Party shall make available such all information and assistance as that the indemnifying party Stockholders may reasonably request and shall cooperate with the indemnifying party Stockholders in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly within ten (10) days after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases basis for the claim for indemnification and any claim or liability being asserted by a the third party. Within 20 ten (10) days after receiving such notice notice, the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails gives notice to give notice that it disputes an indemnification the indemnified party of its intent to defend such claim within 20 days after receipt of notice thereofsuch ten (10) day period, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a the third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, provided however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised by its counsel that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, defense at the expense of the indemnifying party. Neither the indemnifying party nor the indemnified party shall settle any third party claim without the consent of the other (which consent shall not be unreasonably withheld.)

Notice; Defense of Claims. An indemnified party may make claims for ------------------------- indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third third-party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third third-party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third third-party claim or liability at its own expense directly or through counsel; provided, -------- however, that if the named parties to the action or proceeding include both the ------- indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third third-party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third third-party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party (a) The Party which is entitled to indemnification hereunder (for purposes of this Section 9.6, the "Indemnified Party") may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party Party required to indemnify (for purposes of this Section 9.6, the "Indemnifying Party") prior to the time of expiration set forth in Section 9.1 forclaims based on the untruth, inaccuracy or incompleteness of any representation or warranty specified therein or within six (6) months after the period relevant Closing Date for any other claims (other than claims relating to the Assumed Liabilities, the Excluded Liabilities, the Excluded Assets, Third Party Claims referred to in Sections 9.3(c), 9.4(b), 9.4(c) or 9.4(d), or claims under Sections 9.3(f), 9.3(g) or 9.4(f), which indemnification claims can may be made hereunderasserted until the applicable statute of limitations for such claims expires) or such claim will be forever barred. If indemnification is sought for a claim or liability asserted by a third partyThird Party, the indemnified party Indemnified Party shall also give written notice thereof to the indemnifying party Indemnifying Party promptly after it receives notice of the claim or liability being asserted, but the failure to do so so, or any delay in doing so, shall not relieve the indemnifying party Indemnifying Party from any liability except liability, unless, and then only to the extent that it is that, the rights and remedies of the Indemnifying Party are prejudiced by as a result of the failure to give, or delay in giving giving, such notice; provided, however, that in any event such notice must be given within the relevant period specified or referred to in the preceding sentence. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third partyThird Party. Within 20 thirty (30) days after receiving such notice notice, the indemnifying party Indemnifying Party shall give written notice to the indemnified party Indemnified Party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim Third Party Claim or liability at its own cost and expense. If the indemnifying party Indemnifying Party fails to give notice to the Indemnified Party that it disputes an indemnification claim within 20 thirty (30) days after receipt of notice thereof, thereof it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for Any Person entitled to indemnification hereunder by giving will (a) give prompt written notice thereof to the indemnifying party within of any claim with respect to which it seeks indemnification and (b) unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the period in which indemnification claims can be made hereunder. If indemnification is sought for a defense of such claim or liability asserted by a third party, with counsel reasonably satisfactory to the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being assertedparty; provided, but that the failure of any indemnified party to do so give notice as provided herein shall not relieve the indemnifying party from any liability of its obligations under this Agreement except to the extent that it the indemnifying party is materially prejudiced by such failure. If such defense is assumed, the failure indemnified party may participate in such defense at its own expense and the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld, conditioned or delay delayed). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel (in giving addition to local counsel) for all parties indemnified by such noticeindemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. Such notice No indemnified party shall summarize the bases for the claim for indemnification and consent to entry of any judgment or settle any claim or liability being asserted by a third party. Within 20 days after receiving such notice litigation without the indemnifying party shall give prior written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified indemnifying party, which consent shall not be unreasonably withheld) , conditioned or delayed. Each indemnified party, as long as a condition to its right to indemnification, will reasonably cooperate with the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel (at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake ) in the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying partyclaim.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder under this Agreement by giving written notice thereof of the claim to the indemnifying party within the period in which indemnification claims can be made hereunderunder this Agreement. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof of the claim to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such that notice. Such The notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 twenty (20) days after receiving such notice any notice, the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 twenty (20) days after receipt of notice thereofof the claim, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such that good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such that claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such all information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such that defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for ------------------------- indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can may be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 twenty (20) days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 twenty (20) days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting conducts a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An Promptly after receipt by an indemnified party may make claims for of notice of any claim, liability or expense to which the indemnification hereunder by giving written notice thereof to the indemnifying party within the period obligations set forth in which indemnification claims can be made hereunder. If indemnification is sought for a claim Sections 8.1 or liability asserted by a third party8.2 would apply, the indemnified party shall also give written notice thereof in writing to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such noticeparty. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and any claim nature of such claim, liability or liability being asserted by a third partyexpense. Within 20 If within twenty (20) days after receiving such notice the indemnifying party shall give gives written notice to the indemnified party stating whether that (a) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (b) that it disputes the claim for indemnification and whether it will intends to defend against any third party claim such claim, liability or liability expense at its own cost and expense. If , then counsel for the defense shall be selected by the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) withheld or delayed), and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defensedefense at its own expense. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled, provided its obligation to indemnify the indemnifying party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party appraised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. The indemnified party shall make available to the indemnifying party all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in any defense undertaken by it pursuant to this Section 8. Notwithstanding anything herein to the contrary, the indemnified party shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party may engage separate counsel at the expense of shall be paid by the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such diligent good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyconducted, the indemnified party shall have the rightmay, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and shall have the right to compromise or settle it, (exercising reasonable business judgment. If the third party claim ), such claim, liability or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying partyexpense.

Notice; Defense of Claims. An Promptly after receipt by an indemnified party may make claims for of notice of any claim, liability or expense to which the indemnification hereunder by giving written notice thereof to the indemnifying party within the period obligations set forth in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third partySection 6.2 would apply, the indemnified party shall also give written notice thereof in writing to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such noticeparty. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and any claim nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability being asserted by a third partyor obligation is asserted. Within 20 If within twenty (20) days after receiving such notice the indemnifying party shall give gives written notice to the indemnified party stating whether that (a) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (b) that it disputes the claim for indemnification and whether it will intends to defend against any third party claim such claim, liability or liability expense at its own cost and expense. If , then counsel for the defense shall be selected by the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) withheld or delayed), and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defensedefense at its own expense. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled, provided its obligation to indemnify the indemnifying party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprized of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. The indemnified party, at the indemnifying party's expense, shall make available all information and assistance that the indemnifying party may reasonably request and shall, at the indemnifying party's expense, cooperate with the indemnifying party in any defense undertaken pursuant to this Section 6.3, with any out of pocket expense incurred by the indemnified party being born by the indemnifying party. Notwithstanding anything herein to the contrary, the indemnified party shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party may engage separate counsel at the expense of shall be paid by the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such diligent good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyconducted, the indemnified party shall have the rightmay, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and shall have the right to compromise or settle it, (exercising reasonable business judgment. If the third party claim ), such claim, liability or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying partyexpense.

Notice; Defense of Claims. An indemnified party may shall make claims for indemnification hereunder by giving written notice thereof to the indemnifying party promptly on discovery and in any event within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability Liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability Liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability Liability except to the extent that it is materially prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases basis for the claim for indemnification and any claim or liability Liability being asserted by a third party. Within 20 twenty (20) days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability Liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 twenty (20) days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third third-party claim or liability Liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheldwithheld or delayed) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate at its own expense in the defense of a third third-party claim or liability at its own expense Liability, directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third third-party claim or liability Liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability Liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgmentwith consent of the indemnifying party, which consent shall not be unreasonably withheld or delayed. If the third party claim or liability Liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 twenty (20) days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 twenty (20) days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent 49 57 to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for Promptly after receipt by a Buyer Indemnified Party of notice of any claim, liability or expense to which the indemnification obligations hereunder by giving written would apply, the Buyer Indemnified Party shall give notice thereof in writing to the indemnifying party within Seller and the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being assertedMembers, but the failure omission to do so shall notify the Seller and the Members promptly will not relieve the indemnifying party Seller from any liability except to the extent that it is the Seller shall have been prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and any claim nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability being asserted by a third partyor obligation is asserted. Within 20 If within twenty (20) days after receiving such notice the indemnifying party shall Seller and the Members give written notice to the indemnified party Buyer Indemnified Party stating whether that (i) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (ii) that it disputes the claim for indemnification and whether it will intends to defend against any third party claim such claim, liability or liability expense at its own cost and expense. If , then counsel for the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it defense shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it the Seller and the Members (subject to the consent of the indemnified partyBuyer Indemnified Party which consent may not be unreasonably withheld) and the Buyer Indemnified Party shall not be required to make any payment with respect to such claim, liability or expense as long as the Seller and the Members are conducting a good faith and diligent defense at their own expense; provided, however, that the assumption of defense of any such matters by the Seller and the Members shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The Seller and the Members shall have the right, with the consent of the Buyer Indemnified Party, which consent shall not be unreasonably withheld) as long as , to settle any Buyer Indemnified Claims by third parties which are susceptible to being settled provided its obligation to indemnify the indemnifying party is conducting a good faith and diligent defenseBuyer Indemnified Party therefor will be fully satisfied. The indemnified party Seller and the Members shall keep the Buyer Indemnified Party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the Buyer Indemnified Party with all documents and information that the Buyer Indemnified Party shall reasonably request and shall consult with the Buyer Indemnified Party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the Buyer Indemnified Party shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party Seller and the indemnified party Buyer Indemnified Party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage expense of separate counsel at for the expense of Buyer Indemnified Party shall be paid by the indemnifying partySeller and the Members. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying partySeller and the Members, or if such diligent good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyconducted, the indemnified party shall have the rightBuyer Indemnified Party shall, at the expense of the indemnifying partySeller and the Members, to undertake the defense of such claim or liability (with counsel selected by the indemnified partyBuyer Indemnified Party), and shall have the right to compromise or settle it, (exercising reasonable business judgment), such claim, liability or expense. If the third party claim such claim, liability or liability expense is one that by its nature cannot be defended solely by the indemnifying partySeller and/or Members, then the indemnified party Buyer Indemnified Party shall make available such all information and assistance as that the indemnifying party Seller and/or the Members may reasonably request and shall cooperate with the indemnifying party Seller in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An Promptly after receipt by an indemnified party may make claims for of notice of any claim, liability or expense to which the indemnification hereunder by giving written notice thereof to the indemnifying party within the period obligations set forth in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third partythis Section 5 would apply, the indemnified party shall also give written notice thereof in writing to the indemnifying party, but the omission to so notify the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall will not relieve the indemnifying party from any liability except to the extent that it is the indemnifying party shall have been prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and any claim nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability being asserted by a third partyor obligation is asserted. Within 20 If within twenty (20) days after receiving such notice the indemnifying party shall give gives written notice to the indemnified party stating whether that (x) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (y) that it disputes the claim for indemnification and whether it will intends to defend against any third party claim such claim, liability or liability expense at its own cost and expense. If , then counsel for the defense shall be selected by the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defensedefense at its own expense; provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided its obligation to indemnify the indemnifying party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated to the contrary, the indemnified party shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the reasonable expense of one (1) separate counsel for the indemnified party may engage separate counsel at the expense of shall be paid by the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such diligent good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyconducted, the indemnified party shall have the rightshall, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and shall have the right to compromise or settle it, (exercising reasonable business judgment), such claim, liability or expense. If the third party claim such claim, liability or liability expense is one that by its nature cannot 11 be defended solely by the indemnifying party, then the indemnified party shall make available such all information and assistance as that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification indemnification, the general nature and extent of the Losses expected to be claimed and the details of any claim or liability being asserted by a third party; provided, however, that the failure to provide complete details or description of the general nature and extent of the losses shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure to provide such information. Within 20 twenty (20) days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 twenty (20) days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party parties and the indemnified party is parties are advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party parties may engage a single separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle itand, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.upon five

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunderhereunder promptly upon becoming aware of any such claim. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the . The failure to do so provide prompt notice as required by the preceding sentences shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 thirty (30) days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an a non-third party indemnification claim within 20 thirty (30) days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the such claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense, and to compromise or settle such claim exercising reasonable business judgment. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at his or its own expense directly or through counsel; providedPROVIDED that an indemnified party shall have the right to retain its own counsel, howeverwith the reasonable fees and expenses to be paid by the indemnifying party, if such indemnified party shall have reasonably concluded that if representation of such indemnified party or parties by the named parties to the action or proceeding include both counsel retained by the indemnifying party and the indemnified party and the indemnified party is advised that representation of both or parties by the same counsel would be inappropriate under applicable standards of professional conduct, the due to actual or potential differing interests between such indemnified party may engage separate or parties and any other party represented by such counsel at the expense of the indemnifying partyin such proceeding. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof thereof, promptly and in no event later than fifteen days after receipt by the indemnified party, to the indemnifying party within the period in which indemnification claims can be made hereunderparty. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party, promptly and in no event later than fifteen days after receipt by the indemnified party promptly after it receives of notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may shall make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 thirty (30) days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 thirty (30) days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; providedPROVIDED, howeverHOWEVER, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 47Any limitations included in this section should probably parallel those in Section 9.02. 48Again, this subsection 9.04(c) should only be included if the alternate language in the footnote to Section 7.03 is used in the agreement. 20 days after receiving such notice notice, the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third third-party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third third-party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third third-party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party party, and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third third-party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third third-party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such In any case, such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An Promptly after receipt by an indemnified party may make claims for of notice of any claim, liability or expense to which the indemnification hereunder by giving written notice thereof to the indemnifying party within the period obligations in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third partythis Agreement would apply, the indemnified party shall also give written notice thereof in writing to the indemnifying party, but the omission to so notify the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall will not relieve the indemnifying party from any liability except to the extent that it is the indemnifying party shall have been prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and any claim nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability being asserted by a third partyor obligation is asserted. Within 20 If within twenty (20) days after receiving such notice the indemnifying party shall give gives written notice to the indemnified party stating whether that: (a) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful; and, (b) that it disputes the claim for indemnification and whether it will intends to defend against any third party claim such claim, liability or liability expense at its own cost and expense. If , then counsel for the defense shall be selected by the indemnifying party fails (subject to give notice the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that it disputes an indemnification claim within 20 days after receipt the assumption of notice thereof, it defense of any such matters by the indemnifying party shall be deemed to have accepted and agreed relate solely to the claim, which shall become immediately due and payableliability or expense that is subject or potentially subject to indemnification. The indemnifying party shall be entitled to direct have the defense against a third party claim or liability right, with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as , to settle all Indemnifiable matters related to claims by third parties which are susceptible to being settled provided its obligation to indemnify the indemnifying party is conducting a good faith therefor will be fully satisfied. As reasonably requested by the indemnified party, the indemnifying party shall keep the indemnified party apprized of the status of the claim, liability or expense and diligent defenseany resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. The Notwithstanding anything herein stated to the contrary, the indemnified party shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party may engage separate counsel at the expense of shall be paid by the indemnifying party, provided, however, that the separate counsel selected by the indemnified party shall be approved by the indemnifying party, which approval shall not be unreasonably withheld. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such diligent good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyconducted, the indemnified party shall have the rightshall, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and shall have the right to compromise or settle it, (exercising reasonable business judgment), such claim, liability or expense. Provided however, before settling the indemnified party shall first use reasonable efforts to obtain the consent to that settlement from the indemnifying party, which consent shall not be unreasonably withheld. After using reasonable efforts without success the indemnified party may settle without the consent of the indemnifying party without any prejudice to its claim for indemnity. If the third party claim such claim, liability or liability expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such all information and assistance as that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An Promptly after receipt by an indemnified party may make claims for of notice of any claim, liability or expense to which the indemnification obligations hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third partywould apply, the indemnified party shall also give written notice thereof in writing to the indemnifying party, but the omission to so notify the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall will not relieve the indemnifying party from any liability except to the extent that it is the indemnifying party shall have been prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and any claim nature of such claim, liability or liability being asserted by a third partyexpense and shall specify the provision or provisions of this Agreement under which the Liability or obligation is asserted. Within If within 20 days after receiving such notice the indemnifying party shall give gives written notice to the indemnified party stating whether that it disputes the claim for indemnification and whether it will intends to defend against any third party claim such claim, liability or liability expense at its own cost and expense. If , then counsel for the defense shall be selected by the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, party which consent shall not be unreasonably withheld) and the indemnified party, shall make no payment on such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense. The Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party party, and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party may engage separate counsel at the expense of shall be paid by the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such diligent good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyconducted, the indemnified party shall have the rightparty, shall, at the expense of the indemnifying party, to undertake the defense of such claim claim, liability or liability expense (with counsel selected by the indemnified party), and shall have the right to compromise or settle it, the same (exercising reasonable business judgment). If the third party claim such claim, liability or liability expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such all information and assistance as that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of provided that the indemnifying partyparty reimburses the indemnified party for its reasonable cost and expenses incurred in connection therewith. ARTICLE 8 PROTECTION OF CONFIDENTIAL INFORMATION AND COVENANTS AGAINST COMPETITION 8.1.

Notice; Defense of Claims. An Promptly after receipt by an indemnified party may make claims for of notice of any claim, liability or expense to which the indemnification obligations hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third partywould apply, the indemnified party shall also give written notice thereof in writing to the indemnifying party promptly after it receives notice of (Buyer with respect to claims by the claim or liability being assertedFounder and the Founder with respect to claims by any Buyer Indemnified Party), but the failure omission to do so shall notify the indemnifying party promptly will not relieve the indemnifying party from any liability except to the extent that it is the indemnifying party shall have been prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and any claim nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability being asserted by a third partyor obligation is asserted. Within If within 20 days after receiving such notice the indemnifying party shall give gives written notice to the indemnified party stating that (i) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful (ii) that it shall be fully responsible (with no reservation of any rights) for all liabilities relating to such claim, liability or expense and that it will provide full indemnification (whether or not otherwise required hereunder) to the indemnified party with respect to such claim, liability or expense and (iii) that it disputes the claim for indemnification and whether it will intends to defend against any third party claim such claim, liability or liability expense at its own cost and expense. If , then counsel for the defense shall be selected by the indemnifying party fails (subject to give notice the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that it disputes an indemnification claim within 20 days after receipt the assumption of notice thereof, it defense of any such matters by the indemnifying party shall be deemed to have accepted and agreed relate solely to the claim, liability or expense that is subject or potentially subject to indemnification, and provided further that prior to such assumption of defense the indemnifying party shall enter into an agreement with the indemnified party in form and substance reasonably satisfactory to the indemnified party pursuant to which shall become the indemnifying party unconditionally guarantees the payment and performance of any liability or obligation which may arise out of or in any way relating to such claim, liability or expense or the facts giving rise thereto and provides to the indemnified party evidence satisfactory to the indemnified party of the indemnifying party's ability to pay in full any amount which may be payable with respect to such claim, liability or expense or the facts giving rise thereto. With respect to claims described on Schedule 5.2(e), the Founder hereby acknowledges and agrees with each of the statements in the immediately due preceding sentence and payableintends to defend against such claims as set forth therein. The indemnifying party shall be entitled to direct have the defense against a third party claim or liability right, with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as , to settle all Indemnifiable matters related to claims by third parties which are susceptible to being settled provided its obligation to indemnify the indemnifying party is conducting a good faith and diligent defensetherefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated to the contrary, the indemnified party shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party may engage separate counsel at the expense of shall be paid by the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such diligent good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyconducted, the indemnified party shall have the rightshall, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and shall have the right to compromise or settle it, (exercising reasonable business judgment), such claim, liability or expense. If the third party claim such claim, liability or liability expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such all information and assistance as that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for ------------------------- indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third third-party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third third-party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third third-party claim or liability at its own expense directly or through counsel; provided, however, that if the named ----------------- parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third third-party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third third-party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may shall make claims for indemnification hereunder by giving written notice thereof to the indemnifying party promptly on discovery and in any event within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability Liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability Liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability Liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases basis for the claim for indemnification and any claim or liability Liability being asserted by a third party. Within 20 days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability Liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability Liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defensedefense and to compromise or settle it, with the consent of the indemnified party which consent shall not be unreasonably withheld. The indemnified party shall at all times have the right to fully participate at its own expense in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified (a) Each party may make claims to this Agreement shall give prompt written notice to the other party to this Agreement of each claim for indemnification hereunder by giving written specifying the amount and nature of the claim, and of any matter which is likely to give rise to an indemnification claim. Failure to give timely notice thereof of a matter which may give rise to an indemnification claim shall not affect the rights of the indemnified party to collect such claim from the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by failure to so notify causes actual prejudice to the failure or delay in giving indemnifying party's ability to defend such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by against a third party. Within 20 days after receiving such notice In any case in which a claim for indemnification involves a claim brought by a third party ("Third Party Claim") and the indemnifying party shall give written notice has not exercised its rights to the indemnified party stating whether it disputes the claim for indemnification assume and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in control the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation such matter as provided under subparagraph (b) of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying partythis Section 12.3, the indemnified party shall have the right, right (but not the obligation) to assume and control the defense of any such matter or its settlement at the indemnifying party's reasonable expense, provided that the indemnifying party may participate in the defense at its own expense and provided, further, that the indemnified party shall keep the indemnifying party informed as to the status of the defense and shall not take any significant action in the defense thereof or consent to entry of judgment or enter into any settlement thereof without the consent of the indemnifying party, party which shall not be unreasonably withheld or delayed. Where the indemnified party does not exercise its right to undertake assume and control the defense of such claim matter or liability (with counsel selected by the indemnified party), and to compromise its settlement or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying partyparty has exercised its rights to assume and control the defense of such matter as provided under subparagraph (b) of this Section 12.3, then the indemnifying party shall assume and control the defense of such matter or its settlement at its own expense, provided that the indemnified party shall make available such information and assistance as may participate in the defense at its own expense and, provided, further, that the indemnifying party may reasonably request will keep the indemnified party informed as to the status of the defense and shall cooperate will not, except with the indemnifying party in such defense, at the expense consent of the indemnifying partyindemnified party (which shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement which involves more than the payment of money or which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation.

Notice; Defense of Claims. An indemnified party may shall make claims for indemnification hereunder by giving written notice thereof to the indemnifying party promptly on discovery and in any event within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases basis for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defensedefense and to compromise or settle it with consent of the indemnified party, which consent shall not be unreasonably withheld. The indemnified party shall at all times have the right to fully participate at its own expense in the defense of a third party claim or liability at its own expense liability, directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgmentwith consent of the indemnifying party, which consent shall not be unreasonably withheld. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified A party (including, for purposes of this Section 7.4, a Buyer Indemnified Party) may make claims for indemnification or damages hereunder by giving written notice thereof to the indemnifying responsible party within the period in which indemnification such claims can be made hereunder. If indemnification or damages is sought for a claim or liability asserted by a third party, the indemnified claiming party shall also give written notice thereof to the indemnifying responsible party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying responsible party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 days after receiving such notice the indemnifying responsible party shall give written notice to the indemnified claiming party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying responsible party fails to give notice that it disputes an indemnification a claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying responsible party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified claiming party, which consent shall not be unreasonably withheld) as long as the indemnifying responsible party is conducting a good faith and diligent defense. The indemnified claiming party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying responsible party and the indemnified claiming party and the indemnified claiming party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified claiming party may engage separate counsel at the expense of the indemnifying responsible party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying responsible party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying responsible party, the indemnified claiming party shall have the right, at the expense of the indemnifying responsible party, to undertake the defense of such claim or liability (with counsel selected by the indemnified claiming party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying responsible party, then the indemnified claiming party shall make available such information and assistance as the indemnifying responsible party may reasonably request and shall cooperate with the indemnifying responsible party in such defense, at the expense of the indemnifying responsible party.

Notice; Defense of Claims. An Promptly after receipt by an indemnified party may make claims for of notice of any Loss to which the indemnification obligations hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third partywould apply, the indemnified party shall also promptly give written notice thereof in writing to the indemnifying party promptly after it receives notice of (Buyer with respect to claims by Seller Indemnified Parties and BIB or a Seller, as the claim or liability being assertedcase may be, with respect to claims by Buyer Indemnified Parties), but the failure omission to do so shall notify the indemnifying party promptly will not relieve the indemnifying party from any liability except to the extent that it is the indemnifying party shall have been prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and any claim nature of the Loss and shall specify the provision or liability being asserted by a third partyprovisions of this Agreement under which the Loss is asserted. Within If within 20 days after receiving such notice the indemnifying party shall give gives written notice to the indemnified party stating whether that it disputes the claim for indemnification and whether it will intends to defend against any third party claim or liability such Loss at its own cost and expense. If expense and confirms that it will be responsible for the Loss under Article 8 if such defense is not successful, then counsel for the defense shall be selected by the indemnifying party, which counsel shall be reasonably satisfactory to the indemnified party, and the indemnifying party fails shall not be required to give notice make any payment with respect to such Loss prior to resolution of such Loss as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that it disputes an indemnification claim within 20 days after receipt the assumption of notice thereof, it defense of any such matters by the indemnifying party shall be deemed to have accepted and agreed relate solely to the claimLoss that is subject or potentially subject to indemnification. The indemnified party shall cooperate in all reasonable respects, which shall become immediately due at the indemnifying party's request and payablecost, risk and expense, with the indemnifying party and its attorneys in the investigation, trial and defense of such Loss and any resulting suit, proceeding or enforcement action and any appeal therefrom. The indemnifying party shall be entitled to direct have the defense against a third party claim or liability right, with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the , to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled. The indemnifying party is conducting a good faith shall keep the indemnified party apprised of the status of the Loss and diligent defenseany resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. The Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party may engage separate counsel at the expense of shall be paid by the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such diligent good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyconducted, the indemnified party shall have the rightshall, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and shall have the right to compromise or settle it, exercising reasonable business judgmentsuch Loss. If the third party claim or liability such Loss is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such all information and assistance as that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense. Notwithstanding the foregoing, BIB shall have the right at its expense to control the expense defense of any action in connection with the two letters attached in Section 8.1(c) of the indemnifying partyDisclosure Schedules, except to the extent that such matters involve the same allegations and persons as any of the pending litigations set forth in Section 2.1(p) of the Disclosure Schedules, using counsel selected by BIB and shall have the right in its sole discretion to defend, compromise or settle any such action. Notwithstanding the foregoing, all matters relating to the defense of Tax audits shall be governed by Section 5.14(c).

Notice; Defense of Claims. An Promptly after receipt by an indemnified party may make claims for of notice of any claim, liability or expense to which the indemnification hereunder by giving written notice thereof to the indemnifying party within the period obligations in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third partythis Agreement would apply, the indemnified party shall also give written notice thereof in writing to the indemnifying party, but the omission to so notify the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall will not relieve the indemnifying party from any liability except to the extent that it is the indemnifying party shall have been prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and any claim nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability being asserted by a third partyor obligation is asserted. Within 20 If within twenty (20) days after receiving such notice the indemnifying party shall give gives written notice to the indemnified party stating whether that: (a) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful; and (b) that it disputes the claim for indemnification and whether it will intends to defend against any third party claim such claim, liability or liability expense at its own cost and expense. If , then counsel for the defense shall be selected by the indemnifying party fails (subject to give notice the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that it disputes an indemnification claim within 20 days after receipt the assumption of notice thereof, it defense of any such matters by the indemnifying party shall be deemed to have accepted and agreed relate solely to the claim, which shall become immediately due and payableliability or expense that is subject or potentially subject to indemnification. The indemnifying party shall be entitled to direct have the defense against a third party claim or liability right, with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as , to settle all indemnifiable matters related to the claims by third parties which are susceptible to being settled provided its obligation to indemnify the indemnifying party is conducting a good faith therefor will be fully satisfied. As reasonably requested by the indemnified party, the indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and diligent defenseany resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. The Notwithstanding anything herein stated to the contrary, the indemnified party shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party may engage separate counsel at the expense of shall be paid by the indemnifying party, provided, however, that the separate counsel selected by the indemnified party shall be approved by the indemnifying party, which approval shall not be unreasonably withheld. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such diligent good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyconducted, the indemnified party shall have the rightshall, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and shall have the right to compromise or settle it, (exercising reasonable business judgment), such claim, liability or expense. Provided however, before settling the indemnified party shall first use reasonable efforts to obtain the consent to that settlement from the indemnifying party, which consent shall not be unreasonably withheld. After using reasonable efforts without success the indemnified party may settle without the consent of the indemnifying party without any prejudice to its claim for indemnity. If the third party claim such claim, liability or liability expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such all information and assistance as that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof to (a) in the indemnifying party case of claims against the Purchaser, to the Purchaser, and (b) in the case of claims against the Selling Parties, to the Selling Party Representative, in each case within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it the indemnified party receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability liability, except to the extent that it is materially prejudiced by the failure or delay in giving such notice. Such notice shall summarize in reasonable detail the bases basis for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 days The indemnified party shall have the right to assume, conduct and control the defense of, and compromise or settle such claim (unless the claim is solely for monetary damages and would not reasonably be expected to affect the ongoing operation of the Business after receiving such notice the Closing Date in any material respect in which case the indemnifying party shall give written notice have the right to assume, conduct and control the indemnified party stating whether it disputes defense of, and compromise or settle such claim), at the claim for indemnification and whether it will defend against any third party claim or liability at its own indemnifying party’s cost and expense. If , by giving written notice (the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed “Defense Notice”) to the claim, which shall become immediately due and payableother party of its intention to do so. The indemnifying indemnified party shall be entitled entitled, at the expense of the indemnifying party, to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified indemnifying party, which consent shall not be unreasonably withheld) as long as ). If the indemnifying party has assumed the defense of a third party claim that is conducting solely for monetary damages and is not reasonably expected to affect the ongoing operation of the Business after the Closing Date in any material respect, and the indemnified party determines in good faith, after consultation with outside counsel, that there are or may be legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party that, if the indemnified party and the indemnifying party were to be represented by the same counsel, would constitute a good faith conflict of interest for such counsel or prejudice the prosecution of the defenses available to such indemnified party, then the indemnified party shall be entitled, at the expense of the indemnifying party, to participate in the defense thereof and diligent defenseselect its own counsel. The Each of the indemnified party and the indemnifying party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability Defense Notice is given by the indemnifying partyindemnified party within a reasonable period of time after receipt of the notice of claim or liability, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, right at the its own expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified indemnifying party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party. Notwithstanding anything to the contrary in this Article IX, neither the indemnifying party, on the one hand, nor the indemnified party on the other, may compromise or settle any claim or liability without the consent of the other party, which consent shall not be unreasonably withheld.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize include a reasonable summary of the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 thirty (30) days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 thirty (30) days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due done and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the each indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The Each indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include either both the indemnifying party 58 and/or one or more indemnified parties and the indemnified party and the an indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the an indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying partyparty to, after three (3) business days notice to the indemnifying party of its intent to do so, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may shall make claims for indemnification hereunder by giving written notice thereof to the indemnifying party promptly on discovery and in any event within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for 58 indemnification and any claim or liability being asserted by a third party. Within 20 days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.indemnifying

Notice; Defense of Claims. An Promptly after receipt by an indemnified ------------------------- party may make claims for of notice of any third party or other claim, liability or expense to which the indemnification obligations hereunder by giving written notice thereof to the indemnifying party within the period would apply, including in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third partyconnection with any governmental proceeding, the indemnified party shall also give written notice thereof in writing to the indemnifying party promptly after it receives notice of the claim or liability being assertedparties, but the failure omission to do so shall notify the indemnifying party or parties promptly will not relieve the indemnifying party or parties from any liability except to the extent that it is the indemnifying party or parties shall have been materially prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability or obligation is asserted. In the case of any claim or liability being asserted by a third party. Within 20 party claim, if within twenty (20) days after receiving such the notice described in the preceding paragraph the indemnifying party shall or parties (i) give written notice to the indemnified party or parties stating whether it disputes the claim for indemnification and whether it will that they intend to defend in good faith against any third party claim such claim, liability or liability expense at its their own cost and expense. If expense and (ii) provide assurance and security reasonably acceptable to such indemnified party or parties that such indemnification will be paid fully and promptly if required and such indemnified party or parties will not incur cost or expense during the proceeding, then counsel for the defense shall be selected by the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it parties (subject to the consent of such indemnified party or parties which consent shall not be unreasonably withheld) and such indemnified party or parties shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party or parties are conducting a good faith and diligent defense at their own expense; provided, however, that the assumption of defense of any such matters by the indemnifying party or parties shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. If the indemnifying party or parties assume such defense in accordance with the preceding sentence, they shall have the right, with the consent of such indemnified partyparty or parties, which consent shall not be unreasonably withheld) as long as , to settle all Indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying party is conducting or parties' obligation to indemnify such indemnified party or parties therefor will be fully satisfied and the settlement includes a good faith and diligent defensecomplete release of such indemnified party or parties. The indemnifying party or parties shall keep such indemnified party or parties apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish such indemnified party or parties with all documents and information that such indemnified party or parties shall reasonably request and shall consult with such indemnified party or parties prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, such indemnified party or parties shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party or parties and the indemnified party or parties and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for such indemnified party may engage separate counsel at the expense of or parties shall be paid by the indemnifying partyparty or parties. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying partyparty or parties, or if such diligent good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyconducted, the such indemnified party shall have the rightor parties shall, at the expense of the indemnifying partyparty or parties, to undertake the defense of such claim or liability (with counsel selected by the such indemnified partyparty or parties), and shall have the right to compromise or settle itsettle, exercising reasonable such claim, liability or expense with the consent of the Indemnifying Party, which will not be unreasonably withheld, provided, however, if such consent is requested and the Indemnifying Party does not respond within ten (10) business judgmentdays, such Indemnifying Party shall be deemed to have consented. If the third party claim such claim, liability or liability expense is one that by its nature cannot be defended solely by the indemnifying partyparty or parties, then the such indemnified party or parties shall make available such all information and assistance as that the indemnifying party or parties may reasonably request and shall cooperate with the indemnifying party or parties in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 thirty (30) days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 thirty (30) days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel reasonably selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith faith, and diligent defense is not being or ceases to be conducted by the indemnifying partyparty and written notice by the indemnified party is given to the indemnifying party to such effect, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgmentjudgment if such claim is one that (i) involves (and continues to involve) solely money damages or (ii) involves (or continues to involve) claims for both money damages and equitable relief, against the indemnifying party that cannot be severed, where the claims for money damages are the primary claims asserted by a third party and the claims for equitable relief are incidental to the claims for money damages. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party. The indemnifying party, if it has assumed the defense of any third-party claim as provided in this Agreement, shall not consent to a settlement of, or the entry of any judgment arising from, any such third-party claim without the indemnified party's prior written consent (which consent shall not be unreasonably withheld) unless such settlement or judgment relates solely to monetary damages. The indemnifying party shall not, without the indemnified party's prior written consent, enter into any compromise or settlement that (i) commits the indemnified party to take, or to forbear to take, any action or (ii) does not provide for a complete release by such third party of the indemnified party. The indemnified party shall have the sole and exclusive right to settle any third-party claim, on such terms and conditions as it deems reasonably appropriate, to the extent such third-party claim involves equitable or other non-monetary relief against the indemnified party, and shall have the right to settle any third-party claim involving money damages for which the indemnifying party has not assumed the defense pursuant to this Section 8.5 with the written consent of the indemnifying party, which consent shall not be unreasonably withheld or delayed.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder, provided that if the party seeking indemnification is a Parent Indemnified Party it shall, at its option, either (a) provide notice of such claim to the Stockholder, Xxxxxxxx and Xxx. Xxxxxxxx contemporaneously or (b) provide notice of such claim to the party or parties from whom it elects to seek indemnification, acknowledge that it has not provided notice to all parties and acknowledge that the party or parties receiving such notice may elect to provide notice to all other parties. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 twenty (20) days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 twenty (20) days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised in writing by its counsel that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. The indemnifying party may not compromise or settle such claim or liability unless the compromise or settlement includes a release of all liability against the indemnified party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder under this Agreement by giving written notice thereof of the claim to the indemnifying party within the period in which indemnification claims can be made hereunderunder this Agreement. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such The notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 twenty (20) days after receiving such notice any notice, the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 twenty (20) days after receipt of notice thereofof the claim, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such that good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such that claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such all information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such that defense, at the expense of the indemnifying party.. SECTION 11 ---------- MISCELLANEOUS -------------

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of counsel, whose reasonable fees and expenses shall be borne by the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the 39 45 indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An Promptly after receipt by an indemnified party may make claims for of notice of any claim, liability or expense to which the indemnification obligations hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third partywould apply, the indemnified party shall also give written notice thereof in writing to the indemnifying party, but the omission to so notify the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall will not relieve the indemnifying party from any liability except to the extent that it is the indemnifying party shall have been prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and any claim nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability being asserted by a third partyor obligation is asserted. Within If within 20 days after receiving such notice the indemnifying party shall give gives written notice to the indemnified party stating that (i) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful, (ii) that it shall be fully responsible (with no reservation of any rights) for all liabilities relating to such claim, liability or expense and that it will provide full indemnification (whether or not otherwise required hereunder) to the indemnified party with respect to such claim, liability or expense and (iii) that it disputes the claim for indemnification and whether it will intends to defend against any third party claim such claim, liability or liability expense at its own cost and expense. If , then counsel for the defense shall be selected by the indemnifying party fails (subject to give notice the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that it disputes an indemnification claim within 20 days after receipt the assumption of notice thereof, it defense of any such matters by the indemnifying party shall be deemed to have accepted and agreed relate solely to the claim, liability or expense that is subject or potentially subject to indemnification, and provided further that prior to such assumption of defense the indemnifying party shall enter into an agreement with the indemnified party in form and substance satisfactory to the indemnified party pursuant to which shall become immediately due the indemnifying party unconditionally guarantees the payment and payableperformance of any liability or obligation which may arise out of or in any way relating to such claim, liability or expense or the facts giving rise thereto. The indemnifying party shall be entitled to direct have the defense against a third party claim or liability right, with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as , to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided its obligation to indemnify the indemnifying party is conducting a good faith and diligent defensetherefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated to the contrary, the indemnified party shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party may engage separate counsel at the expense of shall be paid by the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such diligent good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyconducted, the indemnified party shall have the rightshall, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and shall have the right to compromise or settle it, (exercising reasonable business judgment), such claim, liability or expense. If the third party claim such claim, liability or liability expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such all information and assistance as that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified Each party may make claims to this Agreement shall give prompt written notice to the other party to this Agreement of each claim for indemnification hereunder by giving written specifying the amount and nature of the claim, and of any matter which is likely to give rise to an indemnification claim. Failure to give timely notice thereof of a matter which may give rise to an indemnification claim shall not affect the rights of the indemnified party to collect such claim from the indemnifying party within except to the period extent that failure to so notify materially adversely affects the indemnifying party's ability to defend such claim against a third party. In any case in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted for indemnification involves a claim brought by a third party, the indemnified party shall also give written notice have the right (but not the obligation) to assume and control the defense of any such matter or its settlement at the indemnifying party's expense, provided that the indemnifying party may participate in the defense at its own expense and provided, further, that the indemnified party will keep the indemnifying party informed as to the status of the defense and will not take any significant action in the defense thereof or consent to entry of judgment or enter into any settlement thereof without the consent of the indemnifying party which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the indemnified party, having assumed the defense of any such matter, may at any time thereafter tender the defense thereof to the indemnifying party, and the indemnified party promptly after it receives notice shall thereafter have the right to participate in the defense at its own expense. No indemnifying party, in the defense of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereoflitigation, it shall be deemed to have accepted and agreed to the claimshall, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability except with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) withheld or delayed, consent to entry of any judgment or enter into any settlement which does not include as long as an unconditional term thereof the indemnifying party is conducting a good faith and diligent defense. The giving by the claimant or plaintiff to such indemnified party shall at all times have the right to fully participate in the defense of a third party claim or release from all liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense in respect of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying partylitigation.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a the third party. Within 20 days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. Following a claim for indemnification (except with respect to a claim asserted by a third party), the parties agree to submit to mediation with respect to such claim in Boston, Massachusetts with a mediator chosen by the indemnified party and reasonably acceptable to the indemnifying party; PROVIDED, HOWEVER, that if no resolution is reached with respect to such claim within 30 days following the first mediation meeting, the parties are no longer obligated to pursue such mediation. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 30 days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 45 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party; and provided further that no settlement with respect to such claim shall be made without the mutual consent of the indemnified and indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of counsel, whose reasonable fees and expenses shall be borne by the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party Party may make claims for indemnification hereunder under this Agreement by giving written notice thereof of the claim to the indemnifying party Party within the period in which indemnification claims can be made hereunderunder this Agreement. If indemnification is sought for a claim or liability asserted by a third partyParty, the indemnified party Party shall also give written notice thereof of the claim to the indemnifying party Party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party Party from any liability except to the extent that it is prejudiced by the failure or delay in giving such that notice. Such The notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third partyParty. Within 20 twenty (20) days after receiving such notice any notice, the indemnifying party Party shall give written notice to the indemnified party Party stating whether it disputes the claim for indemnification and whether it will defend against any third party Party claim or liability at its own cost and expense. If the indemnifying party Party fails to give notice that it disputes an indemnification claim within 20 twenty (20) days after receipt of notice thereofof the claim, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payablePayable. The indemnifying party Party shall be entitled to direct the defense against a third party Party claim or liability with counsel selected by it (subject to the consent of the indemnified partyParty, which consent shall not be unreasonably withheld) as long as the indemnifying party Party is conducting a good faith and diligent defense. The indemnified party Party shall at all times have the right to fully participate in the defense of a third party Party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties Company to the action or proceeding include both the indemnifying party Party and the indemnified party Party and the indemnified party Party is advised that representation of both parties Company by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party Party may engage separate counsel at the expense of the indemnifying partyParty. If no such notice of intent to dispute and defend a third party Party claim or liability is given by the indemnifying partyParty, or if such that good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyParty, the indemnified party Party shall have the right, at the expense of the indemnifying partyParty, to undertake the defense of such that claim or liability (with counsel selected by the indemnified partyParty), and to compromise or settle it, exercising reasonable business judgment. If the third party Party claim or liability is one that by its nature cannot be defended solely by the indemnifying partyParty, then the indemnified party Party shall make available such all information and assistance as the indemnifying party Party may reasonably request and shall cooperate with the indemnifying party Party in such that defense, at the expense of the indemnifying partyParty.

Notice; Defense of Claims. An Promptly after receipt by an indemnified party may make claims for of notice of any claim, liability or expense to which the indemnification hereunder by giving written notice thereof to the indemnifying party within the period obligations set forth in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third partythis Section 7.5 would apply, the indemnified party shall also give written notice thereof in writing to the indemnifying party, but the omission to so notify the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall will not relieve the indemnifying party from any liability except to the extent that it is the indemnifying party shall have been prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and any claim nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability being asserted by a third partyor obligation is asserted. Within 20 If within twenty (20) days after receiving such notice the indemnifying party shall give gives written notice to the indemnified party stating whether that (a) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (b) that it disputes the claim for indemnification and whether it will intends to defend against any third party claim such claim, liability or liability expense at its own cost and expense. If , then counsel for the defense shall be selected by the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defensedefense at its own expense; PROVIDED, HOWEVER, that the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided its obligation to indemnify the indemnifying party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated to the contrary, the indemnified party shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; providedPROVIDED, howeverHOWEVER, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party may engage separate counsel at the expense of shall be paid by the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such diligent good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyconducted, the indemnified party shall have the rightshall, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and shall have the right to compromise or settle it, (exercising reasonable business judgment), such claim, liability or expense. If the third party claim such claim, liability or liability expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such all information and assistance as that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for Promptly after receipt by a Buyer Indemnified Party of notice of any claim, liability or expense to which the indemnification obligations hereunder by giving written would apply, the Buyer Indemnified Party shall give notice thereof in writing to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being assertedSeller, but the failure omission to do so shall notify the Seller promptly will not relieve the indemnifying party Seller from any liability except to the extent that it is the Seller shall have been prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and any claim nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability being asserted by a third partyor obligation is asserted. Within 20 If within twenty (20) days after receiving such notice the indemnifying party shall Seller give written notice to the indemnified party Buyer Indemnified Party stating whether that (i) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (ii) that it disputes the claim for indemnification and whether it will intends to defend against any third party claim such claim, liability or liability expense at its own cost and expense. If , then counsel for the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it defense shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it the Seller (subject to the consent of the indemnified partyBuyer Indemnified Party which consent may not be unreasonably withheld) and the Buyer Indemnified Party shall not be required to make any payment with respect to such claim, liability or expense as long as the Seller is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by the Seller shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The Seller shall have the right, with the consent of the Buyer Indemnified Party, which consent shall not be unreasonably withheld) as long as , to settle any Buyer Indemnified Claims by third parties which are susceptible to being settled provided its obligation to indemnify the indemnifying party is conducting a good faith and diligent defenseBuyer Indemnified Party therefor will be fully satisfied. The indemnified party Seller shall keep the Buyer Indemnified Party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the Buyer Indemnified Party with all documents and information that the Buyer Indemnified Party shall reasonably request and shall consult with the Buyer Indemnified Party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the Buyer Indemnified Party shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party Seller and the indemnified party Buyer Indemnified Party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage expense of separate counsel at for the expense of Buyer Indemnified Party shall be paid by the indemnifying partySeller. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying partySeller, or if such diligent good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyconducted, the indemnified party shall have the rightBuyer Indemnified Party shall, at the expense of the indemnifying partySeller, to undertake the defense of such claim or liability (with counsel selected by the indemnified partyBuyer Indemnified Party), and shall have the right to compromise or settle it, (exercising reasonable business judgment), such claim, liability or expense. If the third party claim such claim, liability or liability expense is one that by its nature cannot be defended solely by the indemnifying partySeller, then the indemnified party Buyer Indemnified Party shall make available such all information and assistance as that the indemnifying party Seller may reasonably request and shall cooperate with the indemnifying party Seller in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may shall make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunderpromptly on discovery. If indemnification is sought for a claim or liability Liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability Liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability Liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases basis for the claim for indemnification and any claim or liability Liability being asserted by a third party. Within 20 days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability Liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense). The indemnified party shall at all times have the right to fully participate at its own expense in the defense of a third party claim or liability at its own expense Liability, directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability Liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability Liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgmentwith consent of the indemnifying party, which consent shall not be unreasonably withheld. If the third party claim or liability Liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party. Notwithstanding the foregoing provisions of this Section 25(e) to the contrary and Seller's right to contest any Tax Claim, the Seller Indemnifying Parties, on a joint and several basis, shall reimburse Purchaser immediately upon demand for any Tax Claims subject to indemnification under Section 25(a)(iii).

Notice; Defense of Claims. An indemnified party may make claims for Promptly after receipt by a Parent Indemnified Party of notice of any claim, liability or expense to which the indemnification obligations hereunder by giving written would apply, the Parent Indemnified Party shall give notice thereof in writing to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being assertedStockholders, but the failure omission to do so shall notify the Stockholders promptly will not relieve the indemnifying party Stockholders from any liability except to the extent that it is the Stockholders shall have been prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and any claim nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability being asserted by a third partyor obligation is asserted. Within 20 If within ten (10) days after receiving such notice the indemnifying party shall Stockholders give written notice to the indemnified party Parent Indemnified Party stating whether that (i) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (ii) that it disputes the claim for indemnification and whether it will intends to defend against any third party claim such claim, liability or liability expense at its own cost and expense. If , then counsel for the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it defense shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it the Stockholders (subject to the consent of the indemnified partyParent Indemnified Party which consent may not be unreasonably withheld) and the Parent Indemnified Party shall not be required to make any payment with respect to such claim, liability or expense as long as the Stockholders are conducting a good faith and diligent defense at their own expense; provided, however, that the assumption of defense of any such matters by the Stockholders shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The Stockholders shall have the right, with the consent of the Parent Indemnified Party, which consent shall not be unreasonably withheld) as long as , to settle any Parent Indemnified Claims by third parties which are susceptible to being settled provided its obligation to indemnify the indemnifying party is conducting a good faith and diligent defenseParent Indemnified Party therefor will be fully satisfied. The indemnified party Stockholders shall keep the Parent Indemnified Party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the Parent Indemnified Party with all documents and information that the Parent Indemnified Party shall reasonably request and shall consult with the Parent Indemnified Party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the Parent Indemnified Party shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party Stockholders and the indemnified party Parent Indemnified Party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage expense of separate counsel at for the expense of Parent Indemnified Party shall be paid by the indemnifying partyStockholders. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying partyStockholders, or if such diligent good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyconducted, the indemnified party shall have the rightParent Indemnified Party shall, at the expense of the indemnifying partyStockholders, to undertake the defense of such claim or liability (with counsel selected by the indemnified partyParent Indemnified Party), and shall have the right to compromise or settle it, (exercising reasonable business judgment), such claim, liability or expense. If the third party claim such claim, liability or liability expense is one that by its nature cannot be defended solely by the indemnifying partyStockholders, then the indemnified party Parent Indemnified Party shall make available such all information and assistance as that the indemnifying party Stockholders may reasonably request and shall cooperate with the indemnifying party Stockholders in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make ------------------------- claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being assertedasserted (and in any event within 15 calendar days after the service of the citation or sermons), but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised in writing by the indemnifying party's counsel that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and provided, however, that such claim or liability shall not be compromised or settled without the written consent of the indemnifying party, which consent shall not be unreasonably withheld. If the indemnified party settles or compromises such claim or liability without the prior written consent of the indemnifying party, the indemnifying party will bear no liability hereunder for or with respect to such claim or liability. In the event the indemnified party assumes the defense of the claim or liability, the indemnified party will keep the indemnifying party reasonably informed of the progress of any such defense, compromise or settle it, exercising reasonable business judgmentsettlement. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An Promptly after receipt by an indemnified ------------------------- party may make claims for of notice of any third party or other claim, liability or expense to which the indemnification obligations hereunder by giving written notice thereof to the indemnifying party within the period would apply, including in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third partyconnection with any governmental related proceeding, the indemnified party shall also give written notice thereof in writing to the indemnifying party promptly after it receives notice of the claim or liability being assertedparties, but the failure omission to do so shall notify the indemnifying party or parties promptly will not relieve the indemnifying party or parties from any liability except to the extent that it is the indemnifying party or parties shall have been materially prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability or obligation is asserted. In the case of any claim or liability being asserted by a third party. Within 20 party claim, if within twenty (20) days after receiving such the notice described in the preceding paragraph the indemnifying party shall or parties (i) give written notice to the indemnified party or parties stating whether it disputes that they would be liable under the provisions hereof for indemnity in the amount of such claim for indemnification if such claim were valid and whether it will that they dispute and intend to defend against any third party claim such claim, liability or liability expense at its their own cost and expense. If expense and (ii) provide assurance and security reasonably acceptable to such indemnified party or parties that such indemnification will be paid fully and promptly if required and such indemnified party or parties will not incur cost or expense during the proceeding, then counsel for the defense shall be selected by the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it parties (subject to the consent of such indemnified party or parties which consent shall not be unreasonably withheld) and such indemnified party or parties shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party or parties are conducting a good faith and diligent defense at their own expense; provided, however, that the assumption of defense of any such matters by the indemnifying party or parties shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. If the indemnifying party or parties assume such defense in accordance with the preceding sentence, they shall have the right, with the consent of such indemnified partyparty or parties, which consent shall not be unreasonably withheld) as long as , to settle all Indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying party is conducting or parties' obligation to indemnify such indemnified party or parties therefor will be fully satisfied by payment of money by the indemnifying party and the settlement includes a good faith and diligent defensecomplete release of such indemnified party or parties. The indemnifying party or parties shall keep the such indemnified party or parties apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish such indemnified party or parties with all documents and information that such indemnified party or parties shall reasonably request and shall consult with such indemnified party or parties prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, such indemnified party or parties shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party or parties and the indemnified party or parties and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for such indemnified party may engage separate counsel at the expense of or parties shall be paid by the indemnifying partyparty or parties. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying partyparty or parties, or if such diligent good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyconducted, the such indemnified party shall have the rightor parties shall, at the expense of the indemnifying partyparty or parties, to undertake the defense of such claim or liability (with counsel selected by the such indemnified partyparty or parties), and shall have the right to compromise or settle itsettle, exercising reasonable business judgmentsuch claim, liability or expense. If the third party claim such claim, liability or liability expense is one that by its nature cannot be defended solely by the indemnifying partyparty or parties, then the such indemnified party or parties shall make available such all information and assistance as that the indemnifying party or parties may reasonably request and shall cooperate with the indemnifying party or parties in such defense. In the event of any disagreement among the Principals with respect to any matter arising under or relating to this Article 6, including with respect to the defense, prosecution or settlement or claims, the written instructions of Principals having at the expense least fifty percent (50%) of the indemnifying partyPro Rata Share of indemnification obligations hereunder (as provided in Section 6.2(c) shall control.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder Promptly after receipt by giving written an Indemnified Party of notice of any Indemnifiable Claim, the Indemnified Party shall give notice thereof to in writing the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being assertedIndemnifying Party, but the failure omission so to do so shall notify the Indemnifying Party promptly will not relieve the indemnifying party Indemnifying Party from any liability except to the extent that it is the Indemnifying Party shall have been prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and any claim nature of such Indemnifiable Claim, and shall specify the provision or liability being asserted by a third partyprovisions of this Agreement upon which such Indemnifiable Claim is based. Within 20 If within thirty (30) days after receiving such notice the indemnifying party shall give Indemnifying Party gives written notice to the indemnified party Indemnified Party stating whether that it disputes the claim for indemnification and whether it will intends to defend against any third party claim or liability the Indemnifiable Claim so asserted, at its own cost and expense. If , then counsel for the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it defense shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it the Indemnifying Party (subject to the consent of the indemnified partyIndemnified Party which consent shall not be unreasonably withheld) and the Indemnifying Party shall not be required to make any payment with respect to such Indemnifiable Claim as long as it is conducting a good faith and diligent defense at its won expense; PROVIDED, HOWEVER, that the assumption of defense of any such matters by the Indemnifying Party shall relate solely to the claim, liability or expense that is subject to indemnification. The Indemnifying Party shall have the right, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld) as long as , to settle all indemnifiable matters related to claims by third parties which are susceptible of being settled provided its obligation to indemnify the indemnifying party is conducting a good faith and diligent defenseIndemnified Party therefor will be fully satisfied. The indemnified party Indemnifying Party shall keep the Indemnified Party apprised of the status of the Indemnifiable Claim and any resulting suit, proceeding or enforcement action and shall furnish the Indemnified Party with all documents and information that the Indemnified Party shall reasonably request. Notwithstanding anything herein stated, the Indemnified Party shall at all times have the right to participate fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; , provided, however, that if the named parties to the action or proceeding include both the indemnifying party Indemnifying Party and the indemnified party Indemnified Party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards constitute a conflict of professional conductinterest, the indemnified party may engage separate counsel at the expense of one firm of separate counsel for all Indemnified Parties shall be paid for by the indemnifying partyIndemnifying Party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyIndemnifying Party, the indemnified party shall have the rightIndemnified Party shall, at the expense of the indemnifying partyIndemnifying Party, to undertake the defense of such claim or liability (with counsel selected by the indemnified partyIndemnified Party), and shall have the right to compromise or settle it, (exercising reasonable business judgment) such Indemnifiable Claim. If the third party claim or liability such Indemnifiable Claim is one that by its nature cannot be defended solely by the indemnifying partyIndemnifying Party, then the indemnified party Indemnified Party shall make available such all information and assistance as that the indemnifying party Indemnifying Party may reasonably request and shall cooperate with the indemnifying party Indemnifying Party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party under this Section 14 or Section 15 hereof, may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the applicable survival period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall be given reasonably promptly after the indemnified party has determined that a claim for indemnification exists and shall summarize the bases basis for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 10 days after receiving such notice notice, the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 10 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim claims or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for Promptly after receipt by a Parent Indemnified Party or a Stockholder Indemnified Party of notice of any claim, liability or expense to which the indemnification obligations hereunder by giving written would apply, the Indemnified Party shall give notice thereof in writing to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being assertedIndemnifying Party, but the failure omission to do so shall notify the Indemnified Party promptly will not relieve the indemnifying party Indemnifying Party from any liability except to the extent that it is the Indemnifying Party shall have been prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and any claim nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability being asserted by a third partyor obligation is asserted. Within 20 If within twenty (20) days after receiving such notice the indemnifying party shall give Indemnifying Party gives written notice to the indemnified party Indemnified Party stating whether that (i) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (ii) that it disputes the claim for indemnification and whether it will intends to defend against any third party claim such claim, liability or liability expense at its own cost and expense. If , then counsel for the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it defense shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it the Indemnifying Party (subject to the consent of the indemnified partyIndemnified Party which consent may not be unreasonably withheld) and the Indemnifying Party shall not be required to make any payment with respect to such claim, liability or expense as long as the Indemnifying Party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by the Indemnifying Party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. If the Indemnifying Party assumes the defense of such claim, then in no event shall the Indemnified Party admit any liability with respect to, settle, compromise or discharge any such claim without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld. The Indemnifying Party shall have the right, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld) as long as , to settle any Indemnified Claims by third parties which are susceptible to being settled provided its obligation to indemnify the indemnifying party is conducting a good faith and diligent defenseIndemnified Party therefor will be fully satisfied. The indemnified party Indemnifying Party shall keep the Indemnified Party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the Indemnified Party with all documents and information that the Indemnified Party shall reasonably request and shall consult with the Indemnified Party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the Indemnified Party shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party Indemnifying Party and the indemnified party Indemnified Party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage expense of separate counsel at for the expense of Indemnified Party shall be paid by the indemnifying partyIndemnifying Party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying partyIndemnifying Party, or if such diligent good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyconducted, the indemnified party shall have the rightIndemnified Party shall, at the expense of the indemnifying partyIndemnifying Party, to undertake the defense of such claim or liability (with counsel selected by the indemnified partyIndemnified Party), and shall have the right to compromise or settle it, (exercising reasonable business judgment), such claim, liability or expense. If the third party claim such claim, liability or liability expense is one that by its nature cannot be defended solely by the indemnifying partyIndemnifying Party, then the indemnified party Indemnified Party shall make available such all information and assistance as that the indemnifying party Indemnifying Party may reasonably request and shall cooperate with the indemnifying party Indemnifying Party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall reasonably summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 thirty (30) days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 thirty (30) days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due done and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the each indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The Each indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include either both the indemnifying party and/or one or more indemnified parties and the indemnified party and the an indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the an indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to, after three (3) business days notice to the indemnifying party of its intent to do so, undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party Indemnified Party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party Indemnifying Party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party Indemnified Party shall also give written notice thereof to the indemnifying party Indemnifying Party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party Indemnifying Party from any liability except to the extent that it is materially prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 thirty (30) days after receiving such notice the indemnifying party Indemnifying Party shall give written notice to the indemnified party Indemnified Party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party Indemnifying Party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereofsuch thirty (30) day period, it shall be deemed to have accepted and agreed to provide the claim, which shall become immediately due and payableindemnification required hereunder. The indemnifying party Indemnifying Party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified partyIndemnified Party, which consent shall not be unreasonably withheld) as long as the indemnifying party Indemnifying Party is conducting a good faith and reasonably diligent defense. The indemnified party Indemnified Party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party Indemnifying Party and the indemnified party Indemnified Party and the indemnified party Indemnified Party is advised in writing by its legal counsel that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party Indemnified Party may engage separate counsel at the expense of the indemnifying partyIndemnifying Party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying partyIndemnifying Party, or if such good faith and reasonably diligent defense is not being or ceases to be conducted by the indemnifying partyIndemnifying Party, the indemnified party Indemnified Party shall have the right, at the expense of the indemnifying partyIndemnifying Party, to undertake the defense of such claim or liability (with counsel selected by the indemnified partyIndemnified Party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party The Indemnified Party shall make available such information and assistance as the indemnifying party Indemnifying Party may reasonably request and shall cooperate with the indemnifying party Indemnifying Party in such defense, at the expense of the indemnifying partyIndemnifying Party. The Indemnifying Party shall not, in the defense of any third party claim or litigation, enter into a consent or entry of judgment or enter into a settlement that does not provide for a full and unconditional release of all liabilities on the part of the Indemnified Party without the consent of the Indemnified Party, which consent will not be unreasonably withheld.

Notice; Defense of Claims. An Promptly after receipt by an indemnified party may make claims for of notice of any claim, liability or expense to which the indemnification obligations hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third partywould apply, the indemnified party shall also give written notice thereof in writing to the indemnifying party promptly after it receives notice of (MDV prior to the claim or liability being assertedEffective Date and the Holders' Committee thereafter with respect to claims by Alliance Indemnified Parties and Alliance with respect to claims by MDV Indemnified Parties), but the failure omission so to do so shall notify the indemnifying party promptly will not relieve the indemnifying party from any liability except to the extent that it is the indemnifying party shall have been prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and any claim nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability being asserted by a third partyor obligation is asserted. Within 20 If within 30 days after receiving such notice the indemnifying party shall give gives written notice to the indemnified party stating whether that it disputes the claim for indemnification and whether it will intends to defend against any third party claim such claim, liability or liability expense at its own cost and expense. If , then counsel for the defense shall be selected by the indemnifying party fails (subject to give notice the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnifying party shall not be required to make any payment with respect to such claim, liability or expense as long as it is conducting a good faith and diligent defense at its own expense; provided, however, that it disputes an indemnification claim within 20 days after receipt the assumption of notice thereof, it defense of any such matters by the indemnifying party shall be deemed to have accepted and agreed relate solely to the claim, which shall become immediately due and payableliability or expense that is subject or potentially subject to indemnification. The indemnifying party shall be entitled to direct have the defense against a third party claim or liability right, with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as , to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided its obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party is conducting a good faith shall keep the indemnified party apprised of the status of the claim, liability or expense and diligent defenseany resulting suit, proceeding or enforcement action and shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request. The Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards constitute a conflict of professional conductinterest, the indemnified party may engage separate counsel at the expense of one firm of separate counsel for all indemnified parties shall be paid by the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the rightshall, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and shall have the right to compromise or settle it, (exercising reasonable business judgment), such claim, liability or expense. If the third party claim such claim, liability or liability expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such all information and assistance as that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense. Notwithstanding anything to the contrary herein contained, at the expense sole recourse of the indemnifying partyAlliance Indemnified Parties in the event that any Losses are sustained, suffered or incurred by any of them shall be to the right of set-off provided in Section 10.2(c), except as otherwise provided in Section 11.6.

Notice; Defense of Claims. An indemnified party may make claims for ------------------------- indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 twenty (20) days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 twenty (20) days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised by its counsel that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party A Buyer Indemnified Party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party Principal Stockholder within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party Buyer Indemnified Party shall also give written notice thereof to the indemnifying party Principal Stockholder promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party Principal Stockholder from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification 32 38 and any claim or liability being asserted by a third party. Within 20 days after receiving such notice notice, the indemnifying party Principal Stockholder shall give written notice to the indemnified party Buyer Indemnified Party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party Principal Stockholder fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party Principal Stockholder shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified partyBuyer Indemnified Party, which consent shall not be unreasonably withheld) as long as the indemnifying party Principal Stockholder is conducting a good faith and diligent defense. The indemnified party Buyer Indemnified Party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; providedPROVIDED, howeverHOWEVER, that if the named parties to the action or proceeding include both the indemnifying party Principal Stockholder and the indemnified party Buyer Indemnified Party and the indemnified party Buyer Indemnified Party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party Buyer Indemnified Party may engage separate counsel at the expense of the indemnifying partyPrincipal Stockholder. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying partyPrincipal Stockholder, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyPrincipal Stockholder, the indemnified party Buyer Indemnified Party shall have the right, at the expense of the indemnifying partyPrincipal Stockholder, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), Buyer Indemnified Party) and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying partyPrincipal Stockholder, then the indemnified party Buyer Indemnified Party shall make available such information and assistance as the indemnifying party Principal Stockholder may reasonably request and shall cooperate with the indemnifying party Principal Stockholder in such defense, at the expense of the indemnifying partyPrincipal Stockholder.

Notice; Defense of Claims. An Except for Buyer Indemnified Losses ------------------------- under the Escrow Agreement (which shall be administered exclusively in accordance with the terms and procedures set forth in the Escrow Agreement), promptly after receipt by an indemnified party may make claims for of notice of any claim, liability or expense to which the indemnification obligations hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third partywould apply, the indemnified party shall also give written notice thereof in writing to the indemnifying party, but the omission to so notify the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall will not relieve the indemnifying party from any liability except to the extent that it is the indemnifying party shall have been prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and any claim nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability being asserted by a third partyor obligation is asserted. Within If within 20 days after receiving such notice the indemnifying party shall give gives written notice to the indemnified party stating whether that (i) it would be liable under the provisions hereof for indemnity in the amount of such claim, liability or expense if such claim were successful and (ii) that it disputes the claim for indemnification and whether it will intends to defend against any third party claim such claim, liability or liability expense at its own cost and expense. If , then counsel for the defense shall be selected by the indemnifying party fails (subject to give notice the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that it disputes an indemnification claim within 20 days after receipt -------- ------- the assumption of notice thereof, it defense of any such matters by the indemnifying party shall be deemed to have accepted and agreed relate solely to the claim, liability or expense that is subject or potentially subject to indemnification; provided further that prior to such assumption of -------- ------- defense the indemnifying party shall enter into an agreement with the indemnified party in form and substance satisfactory to the indemnified party pursuant to which shall become immediately due the indemnifying party guarantees the payment and payableperformance of any liability or obligation which may arise out of or in any way relating to such claim, liability or expense or the facts giving rise thereto and provides to the indemnified party evidence satisfactory to the indemnified party of the indemnifying party's ability to pay in full any amount which may be payable with respect to such claim, liability or expense or the facts giving rise thereto. The indemnifying party shall be entitled to direct have the defense against a third party claim or liability right, with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as , to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided its obligation to indemnify the indemnifying party is conducting a good faith and diligent defensetherefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated to the contrary, the indemnified party shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or -------- ------- proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage shall be entitled to retain separate counsel at counsel, the expense of which shall be paid by the indemnifying party provided that such counsel is selected by the indemnifying party and such counsel is reasonably acceptable to the indemnified party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyconducted, the indemnified party shall have the rightshall, at the reasonable expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and shall have the right to compromise or settle it, (exercising reasonable business judgment), such claim, liability or expense. If the third party claim such claim, liability or liability expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such all information and assistance as that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An Promptly after receipt by an indemnified party may make claims for of notice of any claim, liability or expense to which the indemnification obligations hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third partywould apply, the indemnified party shall also give written notice thereof in writing to the indemnifying party promptly after it receives notice of (the claim or liability being assertedCompany with respect to claims by any Stockholder and the Stockholders, as applicable, with respect to claims by Company Indemnified Parties), but the failure omission to do so shall notify the indemnifying party promptly will not relieve the indemnifying party from any liability except to the extent that it is the indemnifying party shall have been prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and any claim nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability being asserted by a third partyor obligation is asserted. Within If within 20 days after receiving such notice the indemnifying party shall give gives written notice to the indemnified party stating that (i) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful (ii) that it shall be fully responsible (with no reservation of any rights) for all liabilities relating to such claim, liability or expense and that it will provide full indemnification (whether or not otherwise required hereunder) to the indemnified party with respect to such claim, liability or expense and (iii) that it disputes the claim for indemnification and whether it will intends to defend against any third party claim such claim, liability or liability expense at its own cost and expense. If , then counsel for the defense shall be selected by the indemnifying party fails (subject to give notice the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that it disputes an indemnification claim within 20 days after receipt the assumption of notice thereof, it defense of any such matters by the indemnifying party shall be deemed to have accepted and agreed relate solely to the claim, liability or expense that is subject or potentially subject to indemnification, and provided further that prior to such assumption of defense the indemnifying party shall enter into an agreement with the indemnified party in form and substance satisfactory to the indemnified party pursuant to which shall become immediately due the indemnifying party unconditionally guarantees the payment and payableperformance of any liability or obligation which may arise out of or in any way relating to such claim, liability or expense or the facts giving rise thereto. The indemnifying party shall be entitled to direct have the defense against a third party claim or liability right, with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as , to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided its obligation to indemnify the indemnifying party is conducting a good faith and diligent defensetherefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated to the contrary, the indemnified party shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party may engage separate counsel at the expense of shall be paid by the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such diligent good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyconducted, the indemnified party shall have the rightshall, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and shall have the right to compromise or settle it, (exercising reasonable business judgment), such claim, liability or expense. If the third party claim such claim, liability or liability expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such all information and assistance as that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the any indemnifying party within the period in which indemnification claims can be made hereunder; provided, however, that notice by Buyer to the Designating Stockholders will be deemed to be given if notice is given by Buyer to the Stockholders' Representative. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is materially prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by if it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defenseso elects. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both . If the indemnifying party and decides not to direct the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying partydefense, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense. If the parties hereto attempt to resolve in good faith a claim for indemnification hereunder and if such claim is not resolved within 60 days from the date of such claim, at the expense party making such claim may bring suit in a court of the indemnifying party.competent jurisdiction. 7.6

Notice; Defense of Claims. An indemnified party may make claims for Promptly after receipt by a Parent Indemnified Party or a Stockholder Indemnified Party of notice of any claim, liability or expense to which the indemnification obligations hereunder by giving written would apply, the Indemnified Party shall give notice thereof in writing to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being assertedIndemnifying Party, but the failure omission to do so shall notify the Indemnified Party promptly will not relieve the indemnifying party Indemnifying Party from any liability except to the extent that it is the Indemnifying Party shall have been prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and any claim nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability being asserted by a third partyor obligation is asserted. Within 20 If within twenty (20) days after receiving such notice the indemnifying party shall give Indemnifying Party gives written notice to the indemnified party Indemnified Party stating whether that (i) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (ii) that it disputes the claim for indemnification and whether it will intends to defend against any third party claim such claim, liability or liability expense at its own cost and expense. If , then counsel for the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it defense shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it the Indemnifying Party (subject to the consent of the indemnified partyIndemnified Party which consent may not be unreasonably withheld) and the Indemnifying Party shall not be required to make any payment with respect to such claim, 37 liability or expense as long as the Indemnifying Party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by the Indemnifying Party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The Indemnifying Party shall have the right, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld) as long as , to settle any Indemnified Claims by third parties which are susceptible to being settled provided its obligation to indemnify the indemnifying party is conducting a good faith and diligent defenseIndemnified Party therefor will be fully satisfied. The indemnified party Indemnifying Party shall keep the Indemnified Party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the Indemnified Party with all documents and information that the Indemnified Party shall reasonably request and shall consult with the Indemnified Party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the Indemnified Party shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party Indemnifying Party and the indemnified party Indemnified Party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage expense of separate counsel at for the expense of Indemnified Party shall be paid by the indemnifying partyIndemnifying Party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying partyIndemnifying Party, or if such diligent good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyconducted, the indemnified party shall have the rightIndemnified Party shall, at the expense of the indemnifying partyIndemnifying Party, to undertake the defense of such claim or liability (with counsel selected by the indemnified partyIndemnified Party), and shall have the right to compromise or settle it, (exercising reasonable business judgment), such claim, liability or expense. If the third party claim such claim, liability or liability expense is one that by its nature cannot be defended solely by the indemnifying partyIndemnifying Party, then the indemnified party Indemnified Party shall make available such all information and assistance as that the indemnifying party Indemnifying Party may reasonably request and shall cooperate with the indemnifying party Indemnifying Party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.undertake

Notice; Defense of Claims. An indemnified party may make claims for ------------------------- indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases basis for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An Promptly after receipt by an indemnified party may make claims for of notice of any claim, liability or expense to which the indemnification obligations hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third partywould apply, the indemnified party shall also give written notice thereof in writing to the indemnifying party, but the omission to so notify the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall will not relieve the indemnifying party from any liability except to the extent that it is the indemnifying party shall have been prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and any claim nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability being asserted by a third partyor obligation is asserted. Within If within 20 days after receiving such notice the indemnifying party shall give gives written notice to the indemnified party stating whether that it disputes the claim for indemnification and whether it will intends to defend against any third party claim such claim, liability or liability expense at its own cost and expense. If , then counsel for the defense shall be selected by the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, party which consent shall not be unreasonably withheld) and the indemnified party shall make no payment on such claim, liability or expense as long as the indemnifying party is in conducting a good faith and diligent defense. The Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation representations of both parties by the same counsel would be inappropriate under applicable standards standard of professional conduct, the expense of separate counsel for the indemnified party may engage separate counsel at the expense of shall be paid by the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such diligent good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyconducted, the indemnified party shall have the rightshall, at the expense of the indemnifying party, to undertake the defense of such claim claim, liability or liability expense (with counsel selected by the indemnified party), and shall have the right to compromise or settle it, the same (exercising reasonable business judgment). If the third party claim such claim, liability or liability expense is one that by its nature cannot be defended solely by the indemnifying indemnify party, then the indemnified party shall make available such all information and assistance as that the indemnifying indemnify party may reasonably request and shall cooperate with the indemnifying indemnify party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for ------------------------- indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 twenty (20) days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 twenty (20) days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or -------- ------- proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An Promptly after receipt by an indemnified party may make claims for of notice of any claim, liability or expense to which the indemnification hereunder by giving written notice thereof to the indemnifying party within the period obligations in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third partythis Agreement would apply, the indemnified party shall also give written notice thereof in writing to the indemnifying party, but the omission to so notify the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall will not relieve the indemnifying party from any liability except to the extent that it is the indemnifying party shall have been prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and any claim nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability being asserted by a third partyor obligation is asserted. Within 20 If within twenty (20) days after receiving such notice the indemnifying party shall give gives written notice to the indemnified party stating whether that: (a) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful; and (b) that it disputes the claim for indemnification and whether it will intends to defend against any third party claim such claim, liability or liability expense at its own cost and expense. If , then counsel for the defense shall be selected by the indemnifying party fails (subject to give notice the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnifying party shall assume the defense with respect to such claim, liability or expense at the indemnifying party's expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that it disputes an indemnification claim within 20 days after receipt the assumption of notice thereof, it defense of any such matters by the indemnifying party shall be deemed to have accepted and agreed relate solely to the claim, which shall become immediately due and payableliability or expense that is subject or potentially subject to indemnification. The indemnifying party shall be entitled to direct have the defense against a third party claim or liability right, with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as , to settle all indemnifiable matters related to the claims by third parties that are susceptible to being settled provided its obligation to indemnify the indemnifying party is conducting a good faith therefor will be fully satisfied. As reasonably requested by the indemnified party, the indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and diligent defenseany resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. The Notwithstanding anything herein stated to the contrary, the indemnified party shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party may engage separate counsel at the expense of shall be paid by the indemnifying party, provided, however, that the separate counsel selected by the indemnified party shall be approved by the indemnifying party, which approval shall not be unreasonably withheld. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such diligent good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyconducted, the indemnified party shall have the rightshall, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and shall have the right to compromise or settle it, (exercising reasonable business judgment), such claim, liability or expense. Provided however, before settling the indemnified party shall first use reasonable efforts to obtain the consent to that settlement from the indemnifying party, which consent shall not be unreasonably withheld. After using reasonable efforts without success the indemnified party may settle without the consent of the indemnifying party without any prejudice to its claim for indemnity. If the third party claim such claim, liability or liability expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such all information and assistance as that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunderparty. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 twenty (20) days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 twenty (20) days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. If the indemnifying party shall dispute a non-third party indemnification claim and the disputed indemnification claim has not been resolved or compromised within thirty (30) days after the indemnifying party sends notice of such dispute as provided above, such indemnification claim shall be referred to J.A.M.S./Endispute, Inc. to be settled by binding arbitration in Washington, D.C. as provided in Section 7.5 of hereof. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnifying party shall not, in the defense of such a third party claim or any litigation resulting therefrom, consent to entry of any judgment (other than a judgment of dismissal on the merits without costs) without the prior written consent of the indemnified party (which consent shall not be unreasonably withheld or delayed) or enter into any settlement or compromise without the prior written consent of the indemnified party (which consent shall not be unreasonably withheld or delayed) which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the indemnified party a full release from all liability in respect of such claim or litigation. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; providedPROVIDED, howeverHOWEVER, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for ------------------------- indemnification hereunder by giving written notice thereof to the indemnifying party (or, in the case of claims by the Buyer Indemnified Parties, to the Representatives) within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party (or, in the case of claims by the Buyer Indemnified Parties, to the Representatives) promptly after it the indemnified party receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize in reasonable detail the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 days after After receiving such notice notice, the indemnifying party (or, in the case of claims by the Buyer Indemnified Parties, the Representatives) shall give written notice have the right to assume, conduct and control the indemnified party stating whether it disputes the claim for indemnification defense of, and whether it will defend against any third party claim compromise or liability settle such claim, at its own cost and expense. If , by giving written notice (the indemnifying "Defense Notice") to the -------------- indemnified party fails of its intention to give notice that it disputes an indemnification claim do so within 20 twenty (20) days after receipt of the notice thereof, it shall be deemed to have accepted and agreed to the of claim, which shall become immediately due and payable. The indemnifying party (or, in the case of claims by the Buyer Indemnified Parties, the Representatives) shall be entitled to direct the defense against a third third-party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party (or, in the case of claims by the Buyer Indemnified Parties, the Representatives) is conducting a good faith and diligent defense. As long as the indemnifying party (or, in the case of claims by the Buyer Indemnified Parties, the Representatives) is conducting a good faith and diligent defense of a claim, the indemnified party shall not pay or settle such claim. The indemnified party shall at all times have the right to fully participate in the defense of a third third-party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability Defense Notice is given by the indemnifying partyparty (or, in the case of claims by the Buyer Indemnified Parties, by the Representatives), or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyparty (or, in the case of claims by the Buyer Indemnified Parties, by the Representatives), the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to provided that the indemnified party shall not compromise or settle itsuch claim or liability without the consent of the indemnifying party (or, exercising reasonable business judgmentin the case of claims by the Buyer Indemnified Parties, of the Representatives) which consent shall not be unreasonably withheld. If the third third-party claim or liability is one that by its nature cannot be defended solely by the indemnifying partyparty (or, in the case of claims by the Buyer Indemnified Parties, by the Representatives), then the indemnified party shall make available such information and assistance as the indemnifying party (or, in the case of claims by the Buyer Indemnified Parties, as the Representatives) may reasonably request and shall cooperate with the indemnifying party (or, in the case of claims by the Buyer Indemnified Parties, with the Representatives) in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or 38 proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunderhereunder as set forth in Sections 9.1.2, 9.2.2 and 9.4. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party as reasonably promptly as practicable after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 thirty (30) days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and reasonably diligent defense. In such an event, the indemnifying party will not settle the subject claim without the prior written consent of the indemnified party, which consent will not be unreasonably withheld unless, pursuant to or as a result of such compromise or settlement, (A) injunctive relief or specific performance would be imposed against the indemnified party, or (B) the indemnified party is not released from all liability arising from such indemnification claim. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at counsel. In such an event, the expense indemnifying party will still have all of its obligations hereunder provided that the indemnified party will not settle the subject claim without the prior written consent of the indemnifying party, which consent will not be unreasonably withheld. If no (a) the indemnifying party fails to give notice that it disputes an indemnification claim within such notice 30-day period, it shall be deemed to have elected not to conduct the defense of intent to dispute and defend a third party the subject claim or liability is given by (b) the indemnifying partyparty does not conduct the defense in good faith, or if and in such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, event the indemnified party shall have the rightright to conduct the defense in good faith and to compromise and settle the claim in good faith and the indemnifying party will be liable for all reasonable costs, at expenses, settlement amounts or other Parent Losses or Company Losses, as applicable, paid or incurred in connection therewith; provided, however, that no such compromise or settlement shall be effected without the expense prior written consent (which shall not be unreasonably withheld or delayed) of the indemnifying party if, pursuant to or as a result of such compromise or settlement, (A) injunctive relief or specific performance would be imposed against the indemnifying party, or (B) if the indemnifying party is also named as a party to undertake such claim, such compromise or settlement does not expressly and unconditionally release the defense indemnifying party from all liabilities and obligations to the third party claimant (without limitation of such claim or liability (with counsel selected by the indemnified party)’s rights against the indemnifying party hereunder) with respect to such claim, and to compromise or settle it, exercising reasonable business judgmentwithout prejudice. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party Indemnified Party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party Indemnifying Party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party Indemnified Party shall also give written notice thereof to the indemnifying party Indemnifying Party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party Indemnifying Party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 days after receiving such notice notice, the indemnifying party Indemnifying Party shall give written notice to the indemnified party Indemnified Party stating whether it disputes the claim for indemnification and whether it will defend against any third third-party claim or liability at its own cost and expense. If the indemnifying party Indemnifying Party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party Indemnifying Party shall be entitled to direct the defense against a third third-party claim or liability with counsel selected by it (subject to the consent of the indemnified partyIndemnified Party, which consent shall not be unreasonably withheld) as long as the indemnifying party Indemnifying Party is conducting a good faith and diligent defense. The indemnified party Indemnified Party shall at all times have the right to fully participate in the defense of a third third-party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party Indemnifying Party and the indemnified party Indemnified Party, and the indemnified party Indemnified Party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party Indemnified Party may engage separate counsel at the expense of the indemnifying partyIndemnifying Party. If no such notice of intent to dispute and defend a third third-party claim or liability is given by the indemnifying partyIndemnifying Party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyIndemnifying Party, the indemnified party Indemnified Party shall have the right, at the expense of the indemnifying partyIndemnifying Party, to undertake the defense of such claim or liability (with counsel selected by the indemnified partyIndemnified Party), and to compromise or settle it, exercising reasonable business judgment. If the third third-party claim or liability is one that by its nature cannot be defended solely by the indemnifying partyIndemnifying Party, then the indemnified party Indemnified Party shall make available such information and assistance as the indemnifying party Indemnifying Party may reasonably request and shall cooperate with the indemnifying party Indemnifying Party in such defense, at the expense of the indemnifying partyIndemnifying Party. Except for claims of fraud, intentional misrepresentation, and willful misconduct of Seller, and claims for breach of Seller’s representations regarding broker fees, Buyer shall not have the right to bring any claim for indemnification with respect to the breach of a representation or warranty until the aggregate amount of Buyer claims for indemnification exceed $30,000. Once said $30,000 threshold is met, however, such indemnification shall commence at $30,000.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being assertedasserted (and in any event within 15 calendar days after the service of the citation or sermons), but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised in writing by the indemnifying party's counsel that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and provided, however, that such claim or liability shall not be compromised or settled without the written consent of the indemnifying party, which consent shall not be unreasonably withheld. If the indemnified party settles or compromises such claim or liability without the prior written consent of the indemnifying party, the indemnifying party will bear no liability hereunder for or with respect to such claim or liability. In the event the indemnified party assumes the defense of the claim or liability, the indemnified party will keep the indemnifying party reasonably informed of the progress of any such defense, compromise or settle it, exercising reasonable business judgmentsettlement. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 twenty (20) days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 twenty (20) days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the each indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party has acknowledged in writing that it is obligated to indemnify the indemnified party for such claim pursuant to this Article XI and is conducting a good faith and diligent defensedefense and only money damages are at issue. The Each indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include either both the indemnifying party and/or one or more indemnified parties and the indemnified party and the an indemnified party is advised in writing by counsel to the indemnified party that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the an indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such a good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyparty or if the claim or liability includes other than money damages, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may shall make claims for indemnification hereunder by giving written notice thereof to the indemnifying party promptly on discovery and in any event within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases basis for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 twenty (20) days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 twenty (20) days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate at its own expense in the defense of a third party claim or liability at its own expense liability, directly or through counsel; provided, however, that if the named parties to the action or proceeding Proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgmentwith consent of the indemnifying party, which consent shall not be unreasonably withheld. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for Promptly after receipt by a Parent Indemnified Party or a Stockholder Indemnified Party of notice of any claim, liability or expense to which the indemnification obligations hereunder by giving written would apply, the Indemnified Party shall give notice thereof in writing to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being assertedIndemnifying Party, but the failure omission to do so shall notify the Indemnified Party promptly will not relieve the indemnifying party Indemnifying Party from any liability except to the extent that it is the Indemnifying Party shall have been prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and any claim nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability being asserted by a third partyor obligation is asserted. Within 20 If within twenty (20) days after receiving such notice the indemnifying party shall give Indemnifying Party gives written notice to the indemnified party Indemnified Party stating whether that (i) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (ii) that it disputes the claim for indemnification and whether it will intends to defend against any third party claim such claim, liability or liability expense at its own cost and expense. If , then counsel for the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it defense shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it the Indemnifying Party (subject to the consent of the indemnified partyIndemnified Party which consent may not be unreasonably withheld) and the Indemnifying Party shall not be required to make any payment with respect to such claim, liability or expense as long as the Indemnifying Party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by the Indemnifying Party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. If the Indemnifying Party assumes the defense of such claim, then in no event shall the Indemnified Party admit any liability with respect to, settle, compromise or discharge any such claim without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld The Indemnifying Party shall have the right, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld) as long as , to settle any Indemnified Claims by third parties which are susceptible to being settled provided its obligation to indemnify the indemnifying party is conducting a good faith and diligent defenseIndemnified Party therefor will be fully satisfied. The indemnified party Indemnifying Party shall keep the Indemnified Party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the Indemnified Party with all documents and information that the Indemnified Party shall reasonably request and shall consult with the Indemnified Party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the Indemnified Party shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party Indemnifying Party and the indemnified party Indemnified Party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage expense of separate counsel at for the expense of Indemnified Party shall be paid by the indemnifying partyIndemnifying Party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying partyIndemnifying Party, or if such diligent good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyconducted, the indemnified party shall have the rightIndemnified Party shall, at the expense of the indemnifying partyIndemnifying Party, to undertake the defense of such claim or liability (with counsel selected by the indemnified partyIndemnified Party), and shall have the right to compromise or settle it, (exercising reasonable business judgment), such claim, liability or expense. If the third party claim such claim, liability or liability expense is one that by its nature cannot be defended solely by the indemnifying partyIndemnifying Party, then the indemnified party Indemnified Party shall make available such all information and assistance as that the indemnifying party Indemnifying Party may reasonably request and shall cooperate with the indemnifying party Indemnifying Party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 twenty (20) days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 twenty (20) days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. If the indemnifying party notifies the indemnified party that it disputes such claim as provided above, and the disputed claim is not resolved or compromised within thirty (30) days after the indemnifying party sends notice of dispute of the same, or in the event of a third-party claim or suit within fifteen (15) days after its resolution or compromise, said claim shall be referred to JAMS/Endispute, Inc. or its successor, to be settled by arbitration in accordance with Section 8.12 hereto. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; providedPROVIDED, howeverHOWEVER, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the The indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An Promptly after receipt by an indemnified party may make claims for of notice of any claim, liability or expense to which the indemnification obligations hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third partywould apply, the indemnified party shall also give written notice thereof in writing to the indemnifying party promptly after it receives notice of (AMRI or Acquisition with respect to claims by any Seller Indemnified Party and the claim or liability being assertedRepresentative with respect to claims by any Buyer Indemnified Party), but the failure omission to do so shall notify the indemnifying party promptly will not relieve the indemnifying party from any liability except to the extent that it is the indemnifying party shall have been prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and any claim nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability being asserted by a third partyor obligation is asserted. Within If within 20 days after receiving such notice the indemnifying party shall give gives written notice to the indemnified party stating whether that (i) it would be liable under the provisions hereof for indemnity in the amount of such claim, liability or expense if such claim were successful and (ii) that it disputes the claim for indemnification and whether it will intends to defend against any third party claim such claim, liability or liability expense at its own cost and expense. If , then counsel for the defense shall be selected by the indemnifying party fails (subject to give notice the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; PROVIDED, HOWEVER, that it disputes an indemnification claim within 20 days after receipt the assumption of notice thereof, it defense of any such matters by the indemnifying party shall be deemed to have accepted and agreed relate solely to the claim, liability or expense that is subject or potentially subject to indemnification, and provided further that prior to such assumption of defense the indemnifying party shall enter into an agreement with the indemnified party in form and substance satisfactory to the indemnified party pursuant to which shall become immediately due the indemnifying party agrees to pay and payableperform, to the extent provided in this Article IX, any liability or obligation which may arise out of or in any way relating to such claim, liability or expense or the facts giving rise thereto and provides to the indemnified party evidence satisfactory to the indemnified party of the indemnifying party's ability to pay in full any amount which may be payable with respect to such claim, liability or expense or the facts giving rise thereto. The indemnifying party shall be entitled to direct have the defense against a third party claim or liability right, with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as , to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided its obligation to indemnify the indemnifying party is conducting a good faith and diligent defensetherefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated to the contrary, the indemnified party shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; providedPROVIDED, howeverHOWEVER, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party may engage separate counsel at the expense of shall be paid by the indemnifying party provided that such counsel is selected by the indemnifying party and such counsel is reasonably acceptable to the indemnified party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyconducted, the indemnified party shall have the rightshall, at the reasonable expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and shall have the right to compromise or settle it, (exercising reasonable business judgment), such claim, liability or expense. If the third party claim such claim, liability or liability expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such all information and assistance as that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may shall make claims for indemnification hereunder by giving written notice thereof to the indemnifying party promptly on discovery and in any event within the period in which indemnification claims can be made hereunder. If indemnification is sought STG_319977.13 for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases basis for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 twenty (20) days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 twenty (20) days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate at its own expense in the defense of a third party claim or liability at its own expense liability, directly or through counsel; provided, however, that if the named parties to the action or proceeding Proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgmentwith consent of the indemnifying party, which consent shall not be unreasonably withheld. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may The Buyer Indemnified Parties and the Seller Indemnified Parties (each, an “Indemnified Party”) shall make claims for indemnification hereunder by giving prompt written notice thereof to Seller or the indemnifying party within Parent Parties, as applicable, prior to the period applicable Indemnification Cut-Off Date in which indemnification claims can be made hereunderthe case of the Buyer Indemnified Parties. If indemnification is sought for a claim by or liability asserted by a in respect of any third party, the indemnified party Indemnified Party shall also give the Parent Parties or Seller, as applicable, written notice thereof of such claim as to which such Indemnified Party may request indemnification hereunder or as to which the indemnifying party promptly after it receives notice Deductible may be applied as soon as is practicable and in any event within twenty (20) days of the claim or liability being assertedtime that such Indemnified Party learns of such claim; provided, but however, that the failure to do so shall not relieve the indemnifying party with the indemnification obligation hereunder (each an “Indemnifying Party”) from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize state in reasonable detail the bases for information then available regarding the amount and nature of such claim for indemnification and any claim the amount of Losses incurred or liability being asserted by a third party. Within 20 days after receiving such notice the indemnifying party shall give written notice expected to be incurred in respect thereof to the indemnified party stating whether it disputes extent determinable and shall specify the claim for indemnification and whether it will defend against representation, warranty or covenant in this Agreement under which the liability or obligation is asserted. In the case of any third party claim (which for the avoidance of doubt includes any claims or liability controversies related to Taxes), the Indemnifying Party shall have the right to direct, through counsel of its own choosing reasonably acceptable to the Indemnified Party, the defense or settlement of any such claim at its own cost and expenseexpense (subject to the limitations set forth in this Article VIII), unless the Indemnifying Party’s control of such claim would affect any privilege of the Indemnified Party in respect of such third party claim or a conflict of interest exists that would make it inappropriate in the reasonable judgment of the Indemnified Party for the Indemnifying Party to control such claim. If the indemnifying party fails Indemnifying Party elects to give notice that it disputes an indemnification claim within 20 days after receipt assume the defense of notice thereofany such claim, it shall consult with the Indemnified Party for the purpose of allowing the Indemnified Party to participate in such defense. If the Indemnifying Party does not so assume control of such defense, the Indemnified Party shall control such defense (the party controlling the defense, whether Indemnifying Party or the Indemnified Party “Controlling Party”). Parent shall be deemed to have accepted and agreed the Controlling Party for any claims arising out of or related to the claimPfizer License Agreement. The party not controlling such defense (the “Non-controlling Party”) may participate therein at its own expense, which expense shall become immediately due and payablenot be recoverable as part of any indemnification claim. The indemnifying party Non-controlling Party shall be entitled provide, and shall cause the Company and its Subsidiary to provide, as applicable, the Controlling Party and its counsel with reasonable access to its records and personnel relating to any such claim during normal business hours and shall otherwise cooperate with the Controlling Party in the defense or settlement thereof. If the Controlling Party elects to direct the defense against a third party of any such claim, the Non-controlling Party shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability unless Controlling Party consents in writing to such payment. If the Controlling Party assumes the defense of any such claim and proposes to settle such claim prior to a final judgment thereon or to forego any appeal with counsel selected by it (subject to respect thereto, then the consent of Controlling Party shall give the indemnified partyNon- controlling Party prompt written notice thereof, which consent and the Non-controlling Party shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no approve (such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is approval not being or ceases to be conducted by unreasonably withheld, conditioned or delayed) the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake settlement or assume the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying partyproceeding.

Notice; Defense of Claims. An Promptly after receipt by an indemnified party may make claims for of notice of any claim, liability or expense to which the indemnification hereunder by giving written notice thereof to the indemnifying party within the period obligations in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third partythis Agreement would apply, the indemnified party shall also give written notice thereof in writing to the indemnifying party, but the omission to so notify the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall will not relieve the indemnifying party from any liability except to the extent that it is the indemnifying party shall have been prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and any claim nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability being asserted by a third partyor obligation is asserted. Within 20 If within twenty (20) days after receiving such notice the indemnifying party shall give gives written notice to the indemnified party stating whether that: (a) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful, and (b) that it disputes the claim for indemnification and whether it will intends to defend against any third party claim such claim, liability or liability expense at its own cost and expense. If , then counsel for the defense shall be selected by the indemnifying party fails (subject to give notice the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnifying party shall assume the defense with respect to such claim, liability or expense at the indemnifying party's expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that it disputes an indemnification claim within 20 days after receipt the assumption of notice thereof, it defense of any such matters by the indemnifying party shall be deemed to have accepted and agreed relate solely to the claim, which shall become immediately due and payableliability or expense that is subject or potentially subject to indemnification. The indemnifying party shall be entitled to direct have the defense against a third party claim or liability right, with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as , to settle all indemnifiable matters related to the claims by third parties that are susceptible to being settled provided its obligation to indemnify the indemnifying party is conducting a good faith therefor will be fully satisfied. As reasonably requested by the indemnified party, the indemnifying party shall keep the indemnified party apprized of the status of the claim, liability or expense and diligent defenseany resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. The Notwithstanding anything herein stated to the contrary, the indemnified party shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party may engage separate counsel at the expense of shall be paid by the indemnifying party, provided, however, that the separate counsel selected by the indemnified party shall be approved by the indemnifying party, which approval shall not be unreasonably withheld. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such diligent good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyconducted, the indemnified party shall have the rightshall, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and shall have the right to compromise or settle it, (exercising reasonable business judgment), such claim, liability or expense. Provided however, before settling the indemnified party shall first use reasonable efforts to obtain the consent to that settlement from the indemnifying party, which consent shall not be unreasonably withheld. After using reasonable efforts without success the indemnified party may settle without the consent of the indemnifying party without any prejudice to its claim for indemnity. If the third party claim such claim, liability or liability expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such all information and assistance as that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder under this Agreement by giving written notice thereof of the claim to the indemnifying party within the period in which indemnification claims can be made hereunderunder this Agreement. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof of the claim to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such that notice. Such The notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 twenty (20) days after receiving such notice any notice, the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 twenty (20) days after receipt of notice thereofof the claim, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such that good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such that claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such all information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such that defense, at the expense of the indemnifying party.. SECTION 8 --------- MISCELLANEOUS -------------

Notice; Defense of Claims. An indemnified party may make claims for Promptly after receipt by the Indemnified Party of notice of any claim, liability or expense to which the indemnification obligations hereunder by giving written would apply, the Indemnified Party shall give notice thereof in writing to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being assertedIndemnifying Party, but the failure omission to do so shall notify the Indemnifying Party promptly will not relieve the indemnifying party Indemnifying Party from any liability except to the extent that it is prejudiced by the failure or delay in giving such noticeliability. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 If, within twenty (20) days after receiving such notice notice, the indemnifying party shall give Indemnifying Party gives written notice to the indemnified party Indemnified Party stating whether that it disputes the claim for indemnification and whether it will intends to defend against any third party claim such claim, liability or liability expense at its own cost and expense. If , then counsel for the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it defense shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it the Indemnifying Party (subject to the consent of the indemnified partyIndemnified Party, which consent shall not be unreasonably withheld) as long as ), but the indemnifying party is conducting a good faith and diligent defenseIndemnified Party shall have the right to compromise, settle or make payment on such claim, liability or expense in the exercise of reasonable business judgment. The indemnified party Notwithstanding anything herein stated, the Indemnified Party shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense expense, directly or through counsel; , provided, however, that if the named parties to the action or proceeding include both the indemnifying party Indemnifying Party and the indemnified party Indemnified Party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage expense of separate counsel at for the expense of Indemnified Party shall be paid by the indemnifying partyIndemnifying Party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying partyIndemnifying Party, or if such diligent good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyconducted, the indemnified party shall have the rightIndemnified Party may, at the expense of the indemnifying partyIndemnifying Party, to undertake the defense of such claim claim, liability or liability expense (with counsel selected by the indemnified partyIndemnified Party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim such claim, liability or liability expense is one that by its nature cannot be defended solely by the indemnifying partyIndemnifying Party, then the indemnified party Indemnified Party shall make available such all information and assistance as that the indemnifying party Indemnifying Party may reasonably request at the Indemnifying Party's expense and shall cooperate with the indemnifying party Indemnifying Party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defensedefense and to compromise or settle it with consent of the indemnified party, which consent shall not be unreasonably withheld. The indemnified party shall at all times have the right to fully participate at its own expense in the defense of a third party claim or liability at its own expense liability, directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgmentwith consent of the indemnifying party, which consent shall not be unreasonably withheld. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize in reasonable detail the bases for the claim for indemnification, the amount of such claim for indemnification and and, if applicable, any claim or liability being asserted by a third party. Within 20 days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate Offer of Purchase and Sale under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If In addition, if indemnification is sought for a claim or liability asserted by a third party, or to the knowledge of the indemnified party a claim or liability is threatened to be asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being or threatened to be asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; providedPROVIDED, howeverHOWEVER, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is materially prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 thirty (30) days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 thirty (30) days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party (provided such indemnifying party acknowledges its obligation to indemnify if adversely determined) shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if If the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. The indemnifying party shall have the right to compromise or settle any such dispute if such settlement includes an unconditional release of all claims against the indemnified party. If such settlement does not include an unconditional release of all claims against the indemnified party, the settlement shall be subject to the prior written consent of the indemnified party (which consent shall not be unreasonably withheld, delayed or conditioned). If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is materially prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases basis for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 twenty-five (25) calendar days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it consents to the claim or whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party consents to the claim, the claim shall become immediately due and payable. If the indemnifying party has not responded to the indemnified party’s initial notice within ten (10) calendar days of the indemnifying party’s receipt of such initial notice, the indemnified party shall provide to the indemnified party an additional notice in writing. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 twenty five (25) calendar days after receipt of notice thereofthis additional notice, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability liability, including but not limited to any claim or action relating to the Company’s prior tax filings and any other tax liabilities, with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. The indemnifying party shall have the right to approve or settle any such dispute, but only with the prior written consent of the indemnified party, which consent will not be unreasonably withheld. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.business

Notice; Defense of Claims. An indemnified party Indemnified Party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party Indemnified Party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall reasonably summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 thirty (30) days after receiving such notice the indemnifying party shall give written notice to the indemnified party Indemnified Party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 thirty (30) days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the each indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and 41 diligent defense. The Each indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include either both the indemnifying party and/or one or more Indemnified Parties and the indemnified party and the indemnified party an Indemnified Party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party an Indemnified Party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to, after three (3) business days notice to the indemnifying party of its intent to do so, undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An (a) Promptly after receipt by an indemnified party may make claims for of notice of any claim, liability or expense to which the indemnification obligations hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third partywould apply, the indemnified party shall also give written notice thereof in writing to the indemnifying party promptly after it receives notice of (Natrol with respect to claims by any Stockholder and the claim or liability being assertedRepresentative, with respect to claims by Buyer Indemnified Parties), but the failure omission to do so shall notify the indemnifying party promptly will not relieve the indemnifying party from any liability except to the extent that it is the indemnifying party shall have been prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and any claim nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability being asserted by a third partyor obligation is asserted. Within Other than with respect to the Basic Litigation and proceedings referred to in Section 5.02(d) ("Agency Proceedings"), if within 20 business days after receiving such notice the indemnifying party shall give gives written notice to the indemnified party stating that (i) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful (ii) that it shall be fully responsible (with no reservation of any rights) for all liabilities relating to such claim, liability or expense and that it will provide full indemnification (whether or not otherwise required hereunder) to the indemnified party with respect to such claim, liability or expense and (iii) that it disputes the claim for indemnification and whether it will intends to defend against any third party claim such claim, liability or liability expense at its own cost and expense. If , then counsel for the defense shall be selected by the indemnifying party fails (subject to give notice the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; PROVIDED, HOWEVER, that it disputes an indemnification claim within 20 days after receipt the assumption of notice thereof, it defense of any such matters by the indemnifying party shall be deemed to have accepted and agreed relate solely to the claim, liability or expense that is subject or potentially subject to indemnification, and PROVIDED FURTHER that prior to such assumption of defense the indemnifying party shall enter into an agreement with the indemnified party in form and substance satisfactory to the indemnified party pursuant to which shall become immediately due the indemnifying party (i) unconditionally guarantees the payment and payableperformance of any liability or obligation which may arise out of or in any way relating to such claim, liability or expense or the facts giving rise thereto and (ii) provides the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party will have the financial resources to defend the claim, liability or expense and to pay and perform any liability or obligation which may arise out of or in any way relating to such claim, liability or expense or the facts giving rise thereto. The indemnifying party shall be entitled to direct have the defense against a third party claim or liability right, with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as , to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided its obligation to indemnify the indemnifying party is conducting a good faith and diligent defensetherefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated to the contrary, the indemnified party shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; providedPROVIDED, howeverHOWEVER, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would would, in the reasonable judgment of the indemnified party and its counsel, be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party may engage separate counsel at the expense of shall be paid by the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such diligent good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyconducted, the indemnified party shall have the rightshall, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and shall have the right to compromise or settle it, (exercising reasonable business judgment), such claim, liability or expense. If the third party claim such claim, liability or liability expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such all information and assistance as that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof If a claim is to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third partyparty entitled to indemnification hereunder, the indemnified party shall also give written notice thereof entitled to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 days after receiving such notice the indemnifying party shall give written notice to the indemnifying party immediately after the party entitled to indemnification becomes aware of any fact, condition or event which may give rise to a matter for which indemnification may be sought; provided that the failure of any indemnified party stating whether it disputes to give timely notice shall not affect the claim for rights to indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If hereunder except to the extent that the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed demonstrates actual damage caused by such failure. If any lawsuit or enforcement action is filed against any party entitled to the claimbenefit of indemnity hereunder, which and if the indemnifying party shall become immediately due and payable. The acknowledge in writing to the indemnified party that the indemnifying party shall be entitled to direct obligated under the defense against a third party claim terms of its indemnity hereunder in connection with such lawsuit, action or liability with counsel selected by it (subject to the consent of the indemnified partyclaim, which consent shall not be unreasonably withheld) as long as then the indemnifying party is conducting a shall be entitled, if it so elects, to take control of the defense and investigation of such lawsuit or action and to employ and engage attorneys of its own choice to handle and defend the same, at the indemnifying party's cost, risk and expense provided that the indemnifying party and its counsel shall proceed with diligence and in good faith and diligent defensewith respect thereto. The indemnified party shall at cooperate in all times have reasonable respects with the right to fully participate indemnifying party and such attorneys in the investigation, trial and defense of a third party claim such lawsuit or liability at its own expense directly or through counselaction and any appeal arising therefrom; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the rightmay, at its own cost, participate in the expense of the indemnifying partyinvestigation, to undertake the trial and defense of such claim lawsuit or liability (with counsel selected by the indemnified party), action and to compromise or settle it, exercising reasonable business judgmentany appeal arising therefrom. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.VIII ARTICLE

Notice; Defense of Claims. An Promptly after receipt by an indemnified party may make claims for of notice of any claim, liability or expense to which the indemnification hereunder by giving written notice thereof to the indemnifying party within the period obligations set forth in which indemnification claims can be made hereunder. If indemnification is sought for a claim Sections 9.2 or liability asserted by a third party9.4 would apply, the indemnified party shall also give written notice thereof in writing to the indemnifying party, but the omission to so notify the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall will not relieve the indemnifying party from any liability except to the extent that it is the indemnifying party shall have been prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and any claim nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability being asserted by a third partyor obligation is asserted. Within 20 If within twenty (20) days after receiving such notice the indemnifying party shall give gives written notice to the indemnified party stating whether that (a) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (b) that it disputes the claim for indemnification and whether it will intends to defend against any third party claim such claim, liability or liability expense at its own cost and expense. If , then counsel for the defense shall be selected by the indemnifying party fails (subject to give notice the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; PROVIDED, HOWEVER, that it disputes an indemnification claim within 20 days after receipt the assumption of notice thereof, it defense of any such matters by the indemnifying party shall be deemed to have accepted and agreed relate solely to the claim, which shall become immediately due and payableliability or expense that is subject or potentially subject to indemnification. The indemnifying party shall be entitled to direct have the defense against a third party claim or liability right, with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as , to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided its obligation to indemnify the indemnifying party is conducting a good faith and diligent defensetherefor will be fully satisfied. The indemnified indemnifying party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party is advised with all documents and information that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate consult with the indemnifying indemnified party in such defenseprior to acting on major matters, at the expense of the indemnifying partyincluding settlement discussions.

Notice; Defense of Claims. An Promptly after receipt by an indemnified party may make claims for of notice of any claim, liability or expense to which the indemnification obligations hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third partywould apply, the indemnified party shall also give written notice thereof in writing to the indemnifying party, but the omission to so notify the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall will not relieve the indemnifying party from any liability except to the extent that it is the indemnifying party shall have been prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and any claim nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability being asserted by a third partyor obligation is asserted. Within If within 20 days after receiving such notice the indemnifying party shall give gives written notice to the indemnified party stating that (i) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful, (ii) that it shall be fully responsible (with no reservation of any rights) for all liabilities relating to such claim, liability or expense and that it will provide full indemnification (whether or not otherwise required hereunder) to the indemnified party with respect to such claim, liability or expense and (iii) that it disputes the claim for indemnification and whether it will intends to defend against any third party claim such claim, liability or liability expense at its own cost and expense. If , then counsel for the defense shall be selected by the indemnifying party fails (subject to give notice the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that it disputes an indemnification claim within 20 days after receipt the assumption of notice thereof, it defense of any such matters by the indemnifying party shall be deemed to have accepted and agreed relate solely to the claim, liability or expense that is subject or potentially subject to indemnification, and provided further that prior to such assumption of defense the indemnifying party shall enter into an agreement with the indemnified party in form and substance satisfactory to the indemnified party pursuant to which shall become immediately due the indemnifying party unconditionally guarantees the payment and payableperformance of any liability or obligation which may arise out of or in any way relating to such claim, liability or expense or the facts giving rise thereto. The indemnifying party shall be entitled to direct have the defense against a third party claim or liability right, with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as , to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided its obligation to indemnify the indemnifying party is conducting a good faith and diligent defensetherefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated to the contrary, the indemnified party shall at all times have the right to fully participate fullyparticipate in the such defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party may engage separate counsel at the expense of shall be paid by the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such diligent good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyconducted, the indemnified party shall have the rightshall, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and shall have the right to compromise or settle it, (exercising reasonable business judgment), such claim, liability or expense. If the third party claim such claim, liability or liability expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such all information and assistance as that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunderhereunder promptly upon becoming aware of any such claim. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the . The failure to do so provide prompt notice as required by the preceding sentences shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 thirty (30) days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 thirty (30) days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense, and to compromise or settle such claim exercising reasonably business judgment. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; providedPROVIDED, howeverHOWEVER, that an indemnified party shall have the right to retain its own counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if such indemnified party shall have reasonably concluded that representation of such indemnified party or parties by the named parties to the action or proceeding include both counsel retained by the indemnifying party and the indemnified party and the indemnified party is advised that representation of both or parties by the same counsel would be inappropriate under applicable standards of professional conduct, the due to actual or potential differing interests between such indemnified party may engage separate or parties and any other party represented by such counsel at the expense of the indemnifying partyin such proceeding. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder, provided that if the party seeking indemnification is a HBIO Indemnified Party it shall, at its option, either (a) provide notice of such claim to all Company Parties contemporaneously or (b) provide notice of such claim to the Company Party or Company Parties from whom it elects to seek indemnification, acknowledge that it has not provided notice to all Company Parties and acknowledge that the Company Party or Company Parties receiving such notice may elect to provide notice to all Company Parties. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 twenty (20) days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 twenty (20) days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised in writing by its counsel that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. The indemnifying party may not compromise or settle such claim or liability unless the compromise or settlement includes a release of all liability against the indemnified party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party A Parent Indemnified Party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party Shareholders’ Representative within the period in which indemnification claims can be made hereunder. A Shareholder Indemnified Party may make claims for indemnification hereunder by giving written notice thereof to Parent within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 thirty (30) days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 thirty (30) days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. If the indemnifying party gives notice that it disputes an indemnification claim within such thirty (30) day period and after such thirty (30) day period there remains a dispute as to any claims, the indemnified party and indemnifying party shall attempt in good faith for an additional thirty (30) days to agree upon the rights of the respective parties with respect to each of such claims. If the indemnified party and indemnifying party should so agree, a written certification setting forth such agreement shall be prepared and signed by both parties (with the Shareholders’ Representative signing on behalf of any Shareholder Indemnified Party). The indemnifying party shall, if agreed in such certification, make payment for claims or other disposition as agreed in such certification and such performance shall satisfy all of the indemnifying party’s obligations as to such claim. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party (a) The Party which is entitled to indemnification hereunder (for purposes of this Section 9.6, the "Indemnified Party") may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party Party required to indemnify (for purposes of this Section 9.6, the "Indemnifying Party") within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third partyThird Party, the indemnified party Indemnified Party shall also give written notice thereof to the indemnifying party Indemnifying Party promptly after it receives notice of the claim or liability being asserted, but the failure to do so so, or any delay in doing so, shall not relieve the indemnifying party Indemnifying Party from any liability except liability, unless, and then only to the extent that it is that, the rights and remedies of the Indemnifying Party are prejudiced by as a result of the failure to give, or delay in giving giving, such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third partyThird Party. Within 20 thirty (30) days after receiving such notice notice, the indemnifying party Indemnifying Party shall give written notice to the indemnified party Indemnified Party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim Third Party Claim or liability at its own cost and expense. If the indemnifying party Indemnifying Party fails to give notice to the Indemnified Party that it disputes an indemnification claim within 20 thirty (30) days after receipt of notice thereof, thereof it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. (b) The indemnifying party Indemnifying Party shall be entitled to direct the defense against a third party Third Party claim or liability litigation with counsel selected by it (subject to the consent of the indemnified partyIndemnified Party, which consent shall not be unreasonably withheld) ), as long as (i) the indemnifying party is conducting a good faith Indemnifying Party notifies the Indemnified Party in writing within thirty (30) days after receiving notice of the Third Party Claim that the Indemnifying Party will indemnify, defend and diligent defense. The indemnified party shall at all times have hold harmless the right to fully participate Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the defense of a third party claim nature of, or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties caused by the same counsel would be inappropriate under applicable standards of professional conductThird Party Claim, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.ii) -83-

Notice; Defense of Claims. An indemnified party may make claims ------------------------- for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheldwithheld or delayed) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or -------- ------- proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised by counsel that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.