Common use of Procedure for Indemnification with Respect to Third-Party Claims Clause in Contracts

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party shall give notice to the Indemnifying Parties within 60 days of the Indemnified Party becoming aware of any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered to the Indemnified Party within 20 days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If The Indemnified Party shall give the Indemnifying Party prompt written notice of any third party hereto determines claim, demand, assessment, suit or proceeding to seek which the indemnification set forth in Section 7.3 applies, which notice to be effective must describe such claim in reasonable detail (the party seeking such indemnification hereinafter referred to as "Indemnification Notice"). Notwithstanding the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third partiesforegoing, the Indemnified Party shall give notice to the Indemnifying Parties within 60 days of the Indemnified Party becoming aware of not have any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered to the Indemnified Party within 20 days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by any third parties party claim shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, unless and, if so, only to the extent that, such the Indemnifying Parties are Party is materially prejudiced thereby; provided. The Indemnifying Party shall have the right to control the defense or settlement of any such action subject to the provisions set forth below, howeverbut the Indemnified Party may, at its election, participate in the defense of any action or proceeding at its sole cost and expense. Notwithstanding the foregoing, if there exists a conflict of interest that would make it inappropriate for the same counsel to represent both the Indemnified Party, on the one hand, and the Indemnifying Party, on the other hand, in connection with any Indemnifiable Claim, then the Indemnified Party shall be entitled to retain its own counsel as is reasonably satisfactory to the Indemnifying Party at the Indemnifying Party's expense. In the event that such Indemnified Party shall seek indemnification as provided herein, such Indemnified Party shall make available to the Indemnifying Party, at its expense, all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party. Should the Indemnifying Party fail to defend any such Indemnifiable Claim (except for failure resulting from the Indemnified Party's failure to timely give notice of such Indemnifiable claim), then, in addition to any other remedy, the Indemnified Party may settle or defend such action or proceeding through counsel of its own choosing and may recover from the Indemnifying Party the amount of such settlement, demand, or any judgment or decree and all of its costs and expenses, including reasonable fees and disbursements of counsel. Except as permitted in the preceding sentence, the Indemnifying Party shall not be liable for attorneys fees any settlement effected without its written consent, which consent shall not be unreasonably withheld; provided, however, if such approval is unreasonably withheld, the liability of the Indemnifying Party shall be limited to the amount of the proposed compromise or settlement and expenses incurred by the Indemnified Party prior to amount of the Indemnified Party's giving notice reasonable counsel fees incurred in defending such claim, as permitted by the preceding sentence, at the time such consent is unreasonably withheld. Notwithstanding the preceding sentence, the right of the Indemnified Party to compromise or settle any claim without the prior written consent of the Indemnifying Party shall only be available if a complete release of an Indemnifiable Claim. With respect the Indemnifying Party is contemplated to any assertion be part of liability by a the proposed compromise or settlement of such third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertionclaim.

Procedure for Indemnification with Respect to Third-Party Claims. If a claim by a third party is made against a party hereunder or its Indemnitees (athe “Indemnified Party”) If any and if such Indemnified Party intends to seek indemnity with respect thereto under Section 5.4 and/or this Section 5.5, against the other party hereto determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party"“Indemnitor”) under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party shall give promptly notify the Indemnitor in writing of such claim. The Indemnitor shall have thirty (30) days after receipt of the above-referenced notice to undertake, conduct and control, through counsel of its own choosing (subject to the Indemnifying Parties within 60 days consent of the Indemnified Party becoming aware of any Party, such Indemnifiable Claim consent not to be unreasonably withheld or of facts upon which any such Indemnifiable Claim will be based; delayed) and at its expense, the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party settlement or its affiliatesdefense therefor, and the Indemnified Party notifies the Indemnifying Parties thereofshall reasonably cooperate with it in connection therewith, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered to the Indemnified Party within 20 days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, provided that: (i) the Indemnitor shall permit the Indemnified Party to participate in such settlement or its affiliates shall also have defense through counsel chosen by the right to employ its own counsel in any such caseIndemnified Party, but provided that the fees and expenses of such counsel shall be at the expense of borne by the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates Party; and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party Indemnitor shall have no obligation agree promptly to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of reimburse the Indemnified Party or its affiliates to be indemnified hereunder in respect for the full amount of Indemnifiable Claims any loss resulting from the assertion of liability by third parties shall not be adversely affected by their failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees claim and all related expenses incurred by the Indemnified Party prior within the limits of Section 5.4 and/or this Section 5.5. As long as the Indemnitor is reasonably contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such claim, provided that in such event such party shall waive any right to indemnity therefor by the Indemnitor. If the Indemnitor does not notify the Indemnified Party within thirty (30) days after receipt of the Indemnified Party's giving ’s notice of a claim of indemnity hereunder that it elects to undertake the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claimdefense thereof, the parties hereto Indemnified Party shall make available have the right to each other all relevant information contest, settle or compromise the claim in their possession material to the exercise of its exclusive discretion at the expense of the Indemnitor. This Section 5.5 shall survive the Closing and shall not be deemed merged into the Deed or any such assertionconveyance document delivered at Closing.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser Acquisition Sub or any of its affiliates or Purchaser Acquisition Sub Indemnifiable Claims where the Indemnified Party is any of the Selling Company Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party shall give notice to the Indemnifying Parties within 60 days of the Indemnified Party becoming aware of any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered to the Indemnified Party within 20 days after receiving the Indemnified Party's notice, to assume the defense thereof with competent and experienced counsel satisfactory subject to the written consent of the Indemnified Party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the Indemnified Party shall select another attorney, subject to the consent of Indemnifying Party, which consent shall not be unreasonably withheld, and the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any third party hereto determines notifies the Indemnified Party with respect to seek any matter that may give rise to a claim for indemnification (against the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") Party under this Article V with respect to Company Indemnifiable Claims where 10, then the Indemnified Party is Purchaser or will notify the Indemnifying Party thereof promptly and in any event within 30 days after receiving any written notice from a third party; provided that no delay on the part of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party in notifying the Indemnifying Party will relieve the Indemnifying Party from any obligation hereunder unless, and then solely to the extent that, the Indemnifying Party is any prejudiced thereby. Once the Indemnified Party has given notice of the Selling Shareholders (such Claims shall be referred matter to herein as "Indemnifiable Claims") resulting from the assertion of liability by third partiesIndemnifying Party, the Indemnified Party shall give notice to may defend against the matter in any manner it reasonably may deem appropriate. In the event the Indemnifying Parties within 60 days of the Indemnified Party becoming aware of any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered to the Indemnified Party within 20 30 days after receiving the date the Indemnified Party's notice, to assume Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof of such matter (a) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party. Notwithstanding the foregoing, (ib) the Indemnified Party or may retain separate counsel at its affiliates shall also have sole cost and expense (except that the right to employ its own counsel in any such case, but Indemnifying Party will be responsible for the fees and expenses of such separate co-counsel shall be at to the expense of extent the Indemnified Party unless concludes in good faith that the counsel the Indemnifying Party has selected has a conflict of interest), (c) the Indemnified Party will not consent to the entry of a judgment or enter into any settlement with respect to the matter, or take any measure that imposes any burden or encumbrance upon the conduct of the Indemnified Party or its affiliates shall reasonably determine operations, without the written consent of the Indemnifying Party (not to be withheld or delayed unreasonably), (d) the Indemnifying Party will not consent to the entry of a judgment with respect to the matter or enter into any settlement that there is does not include a conflict of interest between provision whereby the plaintiff or among claimant in the matter releases the Indemnified Party or its affiliates and any Indemnifying Party from all liability with respect thereto, without the written consent of the Indemnified Party (not to such Indemnifiable Claimbe withheld or delayed unreasonably), in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (iie) the Indemnified Party shall have no obligation the right to give attend, at its own expense, any notice of any assertion of liability by a third party unless such assertion is in writingmeetings relating to, and (iii) the rights to receive upon request copies of the Indemnified Party all correspondence, reports or its affiliates to be indemnified hereunder in respect other documents submitted or received by or on behalf of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claimconnection with, the parties hereto shall make available to each other all relevant information in their possession material to any defense of such assertionmatter.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any indemnified party hereto hereunder determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V Section 11 with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") Losses resulting from the assertion of liability by third parties, the Indemnified Party such indemnified party shall give notice to the Indemnifying Parties indemnifying party hereunder within 60 30 days of the Indemnified Party such indemnified party becoming aware of any such Indemnifiable Claim Losses or of facts upon which any claim for such Indemnifiable Claim Losses will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Partysuch indemnified party. In case any such liability is asserted against the Indemnified Party or its affiliatessuch indemnified party, and the Indemnified Party such indemnified party notifies the Indemnifying Parties indemnifying party thereof, the Indemnifying Parties indemnifying party will be entitled, if such Indemnifying Parties it so elect elects by written notice delivered to the Indemnified Party such indemnified party within 20 10 days after receiving the Indemnified Partysuch indemnified party's notice, to assume the defense thereof with counsel satisfactory to such indemnified party, in which case, the Indemnified Partyindemnifying party will not be liable to the indemnified party under this Section 11.4 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in accordance with the following sentence or (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action, in each of which cases the fees and expenses of counsel shall be at the expense of the indemnifying party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates such indemnified party shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party such indemnified party unless the Indemnified Party or its affiliates such indemnified party shall reasonably determine that there is a conflict of interest between or among such indemnified party and the Indemnified Party or its affiliates and any Indemnifying Party indemnifying party with respect re- spect to such Indemnifiable Claimclaim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Partiesthe indemnifying party, (ii) the Indemnified Party such indemnified party shall not have no any obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates such indemnified party to be indemnified hereunder in respect of Indemnifiable Claims resulting any Losses that may or do result from the assertion of liability by third parties shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are the indemnifying party is materially prejudiced thereby; provided, howeverand (iv) the indemnifying party's obligations to such indemnified party under this Section 11 shall not terminate until such indemnified party's claims have been finally satisfied to such indemnified party's sole satisfaction. In the event that the indemnifying party, within 10 days after receipt of the Indemnifying Party aforesaid notice of a claim hereunder, fails to assume the defense of such indemnified party against such claim, such indemnified party shall have the right to undertake the defense, compromise, or settlement of such action on behalf of and for the account, expense, and risk of the indemnifying party. Notwithstanding anything in this Section 11 to the contrary, (i) if there is a reasonable probability that a claim may materially adversely affect such indemnified party, such indemnified party shall have the right to participate in such defense, compromise, or settlement and the indemnifying party shall not, without such indemnified party's written consent (which consent shall not be liable for attorneys fees and expenses incurred unreasonably withheld), settle or compromise any of such claims, or consent to entry of any judgment in respect thereof unless such settlement, compromise, or consent includes as an unconditional term thereof the giving by the Indemnified Party prior claimant or the plaintiff to the Indemnified Party's giving notice to the Indemnifying Party such indemnified party a release from all liability in respect of an Indemnifiable Claimsuch claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claimany claim for indemnification hereunder, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any an indemnified party hereto determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V 6 with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") a claim resulting from the assertion of liability by third parties, the Indemnified Party such indemnified party shall promptly give written notice to the Indemnifying Parties within 60 days of the Indemnified Party becoming aware of any such Indemnifiable Claim or indemnifying party of facts upon which any such Indemnifiable Claim claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Partysuch indemnified party. In case any such liability is asserted against the Indemnified Party or its affiliatesindemnified party, and the Indemnified Party indemnified party notifies the Indemnifying Parties indemnifying party thereof, the Indemnifying Parties indemnifying party will be entitled, if such Indemnifying Parties indemnifying party so elect elects by written notice delivered to the Indemnified Party indemnified party within 20 ten (10) business days after receiving the Indemnified Party's indemnified party’s notice, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Partyindemnified party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates indemnified party shall also have the right to employ its own counsel in any such case, but the fees and expenses of such additional counsel shall be at the expense of the Indemnified Party indemnified party unless the Indemnified Party or its affiliates indemnified party shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates indemnified party and any Indemnifying Party the indemnifying party with respect to such Indemnifiable Claimclaim, in which case the fees and expenses of such additional counsel will be borne by such Indemnifying Partiesthe indemnifying party, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates an indemnified party to be indemnified hereunder in respect of Indemnifiable Claims claims resulting from the assertion of liability by third parties shall not be adversely affected by their the indemnified party’s failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are the indemnifying party is materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claimindemnifiable claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto the Indemnified Party determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V VII with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party it shall give notice to the Indemnifying Parties within 60 days of Party promptly following the Indemnified Party Party’s becoming aware of any such Indemnifiable Claim or of facts upon (a “Claim Notice”), which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto to such Indemnifiable Claim as is then reasonably available to the Indemnified Party, provided that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, except to the extent the Indemnifying Party is materially prejudiced thereby. In case If any such liability is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereofParty of such liability, the Indemnifying Parties will Party shall be entitled, if such Indemnifying Parties it so elect elects by written notice delivered to the Indemnified Party within 20 twenty (20) days after receiving the Indemnified Party's noticeClaim Notice, to assume the defense thereof of such asserted liability (other than any asserted liability (i) relating to Taxes matters or matters referred to in Section 3.13 (Environmental Matters), or (ii) where the Indemnifying Party is also a party to the Action underlying such Indemnifiable Claim and the Indemnified Party has one or more legal or equitable defenses available to it that are different from or in addition to those available to the Indemnifying Party and, in the reasonable opinion of the Indemnified Party, counsel for the Indemnifying Party could not adequately represent the interests of the Indemnified Party because such interests could be in conflict with those of the Indemnifying Party) with counsel reasonably satisfactory to the Indemnified PartyParty unless the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its financial capacity to assume such defense. If the Indemnifying Party elects to assume the defense of such asserted liability, the claims made by such third party shall be conclusively established as being within the scope of and subject to the indemnification provisions of this Agreement. Notwithstanding the foregoing, : (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of payable by the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall not have no any obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto Parties shall make available to each other all relevant information in their possession which is material to any such assertion.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto the Indemnified Party determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party it shall give notice to the Indemnifying Parties Party within 60 20 days of the Indemnified Party Party's becoming aware of any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case If any such liability is asserted against the Indemnified Party or its affiliatesParty, and the Indemnified Party notifies the Indemnifying Parties indemnifying Party thereof, the Indemnifying Parties Party will be entitled, if such Indemnifying Parties it so elect elects by written notice delivered to the Indemnified Party party within 20 days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, foregoing (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, Party; (ii) the Indemnified Party shall not have no any obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, ; and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such the Indemnifying Parties are Party is materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto Purchaser determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V IX with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any existence of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred a claim giving rise to herein as "Indemnifiable Claims") Damages resulting from the assertion of liability by third parties, the Indemnified Party Purchaser shall give notice to the Indemnifying Parties Seller within 60 days of the Indemnified Party Purchaser becoming aware of any such Indemnifiable Identifiable Claim or of facts upon which any such Indemnifiable Identifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified PartyPurchaser. In case any such liability is asserted against the Indemnified Party or its affiliatesPurchaser, and the Indemnified Party Purchaser notifies the Indemnifying Parties Seller thereof, the Indemnifying Parties Seller will be entitled, if such Indemnifying Parties it so elect elects by written notice delivered to the Indemnified Party Purchaser within 20 15 days after receiving the Indemnified PartyPurchaser's notice, to assume the defense thereof with counsel satisfactory to the Indemnified PartyPurchaser. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates Purchaser shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party Purchaser unless the Indemnified Party or its affiliates Purchaser shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates Purchaser, and any Indemnifying Party Seller with respect to such Indemnifiable ClaimIdentifiable Claim or there are or may be legal defenses available to Purchaser, which are different from or additional to those available to Seller or a difference of position or potential difference of position exists between Seller and Purchaser, that would make such separate representation advisable in the reasonable opinion of counsel to Purchaser, in which case the fees and expenses of such counsel will be borne by such Indemnifying PartiesSeller, (ii) the Indemnified Party Purchaser shall not have no any obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates Purchaser to be indemnified hereunder in respect of Indemnifiable Identifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are Seller is materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Identifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto the Indemnified Party determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company any Sellers' Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Buyer's Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders Claims, as applicable (such Claims shall be referred to herein as "Indemnifiable Claims") ), resulting from the assertion of liability by third parties, the Indemnified Party it shall give notice to the Indemnifying Parties Party within 60 days of the Indemnified Party Party's becoming aware of any such Indemnifiable Claim or Claim; provided, however, that the failure to give timely notice hereunder shall not relieve the Indemnifying Party of facts upon its obligations hereunder, except to the extent such party is materially prejudiced thereby. The notice shall identify the Section of this Agreement with respect to which any such Indemnifiable Claim will be based; the notice claimed breach arose and shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party, including the facts constituting the claimed breach. In case If any such liability is asserted against the Indemnified Party or its affiliatesParty, and the Indemnified Party notifies the Indemnifying Parties Party thereof, the Indemnifying Parties Party will be entitled, if such Indemnifying Parties it so elect elects by written notice delivered to the Indemnified Party within 20 days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (as long as the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect continues to defend such Indemnifiable Claim, in which case the fees matter); and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability shall be considered forfeited by third parties shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, that the Indemnifying Party shall not be liable for attorneys fees and expenses incurred is materially prejudiced by the Indemnified Party prior such failure to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claimgive notice. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto Parties shall make reasonably available to each other all relevant information in their possession material to any such assertion.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If The Indemnified Party shall give the Indemnifying Party prompt written notice of any third party hereto determines claim, demand, assessment, suit or proceeding to seek indemnification which the indemnity set forth in Section 10.2 applies, which notice to be effective must describe such claim in reasonable detail (the party seeking such indemnification hereinafter referred to as "Indemnification Notice"). Notwithstanding the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third partiesforegoing, the Indemnified Party shall give notice to the Indemnifying Parties within 60 days of the Indemnified Party becoming aware of not have any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered to the Indemnified Party within 20 days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, writing and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by any third parties party claim shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, unless and, if so, only to the extent that, such the Indemnifying Parties are Party is materially prejudiced thereby; provided. The Indemnifying Party shall have the right to control the defense or settlement of any such action subject to the provisions set forth below, howeverbut the Indemnified Party may, at its election, participate in the defense of any action or proceeding at its sole cost and expense. Should the Indemnifying Party shall not be liable fail timely to defend any such action (except for attorneys fees and expenses incurred by the Indemnified Party prior to failure resulting from the Indemnified Party's giving notice failure to timely give the Indemnification Notice), then, in addition to any other remedy, the Indemnified Party may settle or defend such action or proceeding through counsel of its own choosing and may recover from the Indemnifying Party the amount of an Indemnifiable Claim. With respect to such settlement, demand, or any assertion judgment or decree and all of liability by a third party that results in an Indemnifiable Claimits costs and expenses, the parties hereto shall make available to each other all relevant information in their possession material to any such assertionincluding reasonable fees and disbursements of counsel.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto determines to seek indemnification Purchaser or its Affiliates or Shareholders (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") determines to seek indemnification under this Article V VIII with respect to Company Indemnifiable Identifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party shall give notice to the Indemnifying Parties within 60 30 days of the Indemnified Party becoming aware of any such Indemnifiable Identifiable Claim or of facts upon which any such Indemnifiable Identifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered to the Indemnified Party within 20 30 days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party (and if such Indemnifying Parties so assume such defense, such Indemnified Parties or affiliates thereof shall not compromise or settle such Identifiable Claim without the prior consent of the Indemnifying Party). Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writingParty, and (iiiii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Identifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Identifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Identifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If Purchaser, Ultratech or any party hereto of the Affiliates determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V X with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any existence of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred a claim giving rise to herein as "Indemnifiable Claims") Damages resulting from the assertion of liability by third parties, the Indemnified Party Purchaser or Ultratech shall give notice to the Indemnifying Parties Seller within 60 days of the Indemnified Party Purchaser or Ultratech becoming aware of any such Indemnifiable Identifiable Claim or of facts upon which any such Indemnifiable Identifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified PartyPurchaser or Ultratech. In case any such liability is asserted against the Indemnified Party Purchaser or its affiliatesUltratech, and the Indemnified Party Purchaser or Ultratech notifies the Indemnifying Parties Seller thereof, the Indemnifying Parties Seller will be entitled, if such Indemnifying Parties it so elect elects by written notice delivered to the Indemnified Party Purchaser or Ultratech within 20 days after receiving the Indemnified PartyPurchaser's or Ultratech's notice, to assume the defense thereof with counsel satisfactory to the Indemnified PartyPurchaser or Ultratech. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates Purchaser and Ultratech shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party Purchaser and Ultratech unless the Indemnified Party or its affiliates Purchaser and Ultratech shall reasonably determine that there is a conflict of interest between or among the Indemnified Party Purchaser or its affiliates and any Indemnifying Party Ultratech, and/or Seller with respect to such Indemnifiable ClaimIdentifiable Claim or there are or may be legal defenses available to Purchaser, Ultratech or any Affiliate which are different from or additional to those available to Seller or a difference of position or potential difference of position exists between Seller and Purchaser, Ultratech or any Affiliate that would make such separate representation advisable in the reasonable opinion of counsel to Purchaser, Ultratech or any Affiliate, in which case the fees and expenses of such counsel will be borne by such Indemnifying PartiesSeller, (ii) the Indemnified Party Purchaser and Ultratech shall not have no any obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates Purchaser and Ultratech to be indemnified hereunder in respect of Indemnifiable Identifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are Seller is materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Identifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto an Indemnified Party determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V VI with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") a claim resulting from the assertion of liability by third partiesparties (a “Third Party Claim”), the such Indemnified Party shall promptly give written notice to the Indemnifying Parties within 60 days Party of such Third Party Claim and the Indemnified Party becoming aware of any such Indemnifiable Claim or of facts upon which any such Indemnifiable Third Party Claim will be is based; the , which notice shall set forth such material information with respect thereto as is then reasonably available to such Indemnified Party (together with a copy of all complaints, pleadings, communications, or other written notices provided by the third party in such Third Party Claim, subject to the attorney-client privilege); provided that failure to give such notice shall not affect the Indemnified Party’s right to indemnification hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure. In case any The Indemnifying Party will be entitled to assume the defense of such liability is asserted against Third Party Claim at its own expense with counsel reasonably satisfactory to the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitledParty, if such Indemnifying Parties Party so elect elects by written notice delivered to the Indemnified Party within 20 days twenty (20) Business Days after receiving the Indemnified Party's notice, to assume ’s notice of such Third Party Claim. In any case where the Indemnifying Party has assumed the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified of a Third Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation the right to give any notice participate (at the Indemnified Party’s expense unless the Third Party Claim asserts criminal liability against the Indemnified Party) in the defense, compromise, or settlement of any assertion of liability by a third party unless such assertion is in writingThird Party Claim, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to not, without the Indemnified Party's giving notice ’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), settle or compromise such Third Party Claim or consent to the Indemnifying Party entry of an Indemnifiable Claimany judgment, injunction or order in respect thereof. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the The parties hereto shall make available to each other all relevant information in their possession material to any such assertionThird Party Claim, subject to the attorney-client privilege, the attorney work product doctrine, and all other applicable legal and professional privileges.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If The Indemnified Party will give the Indemnifying Party prompt written notice of any third party hereto determines claim, demand, assessment, suit or proceeding to seek indemnification which the indemnity set forth in Section 8.2 applies, which notice to be effective must describe said claim in reasonable detail (the party seeking such indemnification hereinafter referred to as "Indemnification Notice"). Notwithstanding the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third partiesforegoing, the Indemnified Party shall give notice to the Indemnifying Parties within 60 days of the Indemnified Party becoming aware of not have any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered to the Indemnified Party within 20 days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, writing and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by any third parties party claim shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, unless and, if so, only to the extent that, such the Indemnifying Parties are Party is materially prejudiced thereby. The Indemnifying Party will have the right to control the defense or settlement, including the hiring of counsel, of any such action subject to the provisions set forth below, but the Indemnified Party may, at its election, participate in the defense of any action or proceeding at its sole cost and expense. Should the Indemnifying Party fail to defend any such action (except for failure resulting from the Indemnified Party's failure to timely give the Indemnification Notice), then, in addition to any other remedy, the Indemnified Party may settle or defend such action or proceeding through counsel of its own choosing and may recover from the Indemnifying Party the amount of such settlement, demand, or any judgment or decree and all of its costs and expenses, including reasonable fees and disbursements of counsel. The Indemnified Party will not compromise or settle any claim without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld; provided, however, if such approval is unreasonably withheld, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by liability of the Indemnified Party prior will be limited to the total sum represented in the amount of the proposed compromise or settlement and the amount of the Indemnified Party's giving notice to reasonable counsel fees incurred in defending such claim, as permitted by the preceding sentence, accrued at the time said approval is unreasonably withheld. Notwithstanding the preceding sentence, the foregoing limitation on the liability of the Indemnified Party shall only be applicable if (i) a complete release of the Indemnifying Party is contemplated to be part of an Indemnifiable Claim. With respect to any assertion the proposed compromise or settlement of liability by a such third party that results in an Indemnifiable Claim, claim and (ii) the parties hereto shall make available Indemnifying Party withholds its consent to each other all relevant information in their possession material to any such assertioncompromise or settlement.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V IV with respect to Company Seller Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates Tekgraf or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders Seller (such Claims claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party shall give notice to the Indemnifying Parties Party within 60 30 days of the Indemnified Party becoming aware of any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party or its affiliatesParty, and the Indemnified Party notifies the Indemnifying Parties Party thereof, the Indemnifying Parties Party will be entitled, if such Indemnifying Parties Party so elect elects by written notice delivered to the Indemnified Party within 20 15 days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any the Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such the Indemnifying PartiesParty, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such that the Indemnifying Parties are Party is materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys attorneys' fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the An Indemnified Party shall give written notice to the Indemnifying Parties Indemnitor within 60 10 days after it has actual knowledge of commencement or assertion of any action, proceeding, written demand, complaint or claim by a third party (collectively, “Third Party Claims”) in respect of which the Indemnified Party may seek indemnification under Section 4.1. Such notice shall state the nature and basis of such Third Party Claim and the events and the amounts thereof to the extent known. Any failure to so notify the Indemnitor shall not relieve the Indemnitor from any liability that the Indemnitor may have to the Indemnified Party under this Article 4, except to the extent the failure to give such notice materially and adversely prejudices the Indemnitor. (b) In case any such action, proceeding or claim is brought against an Indemnified Party, so long as Indemnitor has acknowledged in writing to the Indemnified Party Indemnitor’s unqualified liability for such Third Party Claim pursuant to this Section 4.5 within 5 days of receiving notice thereof, the Indemnitor shall be entitled to participate in and (unless in the reasonable judgment of the Indemnified Party becoming aware a conflict of any interests between it and the Indemnitor may exist in respect of such Indemnifiable Third Party Claim or such Third Party Claim entails a material risk of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against criminal penalties or civil fines or non-monetary sanctions being imposed on the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered to the Indemnified Party within 20 days after receiving a risk of materially adversely affecting the Indemnified Party's notice’s business (any such claim, a “Third Party Penalty Claim”)) to assume the defense thereof thereof, with counsel selected by the Indemnitor and reasonably satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) and after timely notice from the Indemnified Party or to the Indemnitor of its affiliates shall also have election so to assume the right to employ its own counsel in any such casedefense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect subject to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, clause (iic) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, howeverbelow, the Indemnifying Party Indemnitor shall not be liable to the Indemnified Party for attorneys fees and any legal or other expenses subsequently incurred by the Indemnified latter in connection with the defense thereof other than reasonable costs of investigation or defending such portion of such Third Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Penalty Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion.;

Procedure for Indemnification with Respect to Third-Party Claims. (a) If The Indemnified Party shall give the Indemnifying Party prompt written notice of any third party hereto determines claim, demand, assessment, suit or proceeding to seek indemnification which the indemnity set forth in this Article VIII applies which notice shall describe said claim in reasonable detail (the party seeking such indemnification hereinafter referred to as "Indemnification Notice"). Notwithstanding the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third partiesforegoing, the Indemnified Party shall give notice to the Indemnifying Parties within 60 days of the Indemnified Party becoming aware of not have any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered to the Indemnified Party within 20 days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by any third parties party claim shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, unless and, if so, only to the extent that, such the Indemnifying Parties are Party is materially prejudiced thereby; provided. The Indemnifying Party shall have the right to control the defense or settlement of any such action subject to the provisions set forth below in the event such claim solely involves an action for monetary damages and could not affect the Indemnified Party's business going forward, howeverbut the Indemnified Party may, at its election, participate in the defense of any action or proceeding at its sole cost and expense. Notwithstanding the foregoing, if there exists a conflict of interest that would make it inappropriate for the same counsel to represent both the Indemnified Party, on the one hand, and the Indemnifying Party, on the other hand, in connection with any Indemnifiable Claim, then the Indemnified Party shall be entitled to retain its own counsel as is reasonably satisfactory to the Indemnifying Party at the Indemnifying Party's expense. In the event that such Indemnified Party shall seek indemnification as provided herein, such Indemnified Party shall make available to the Indemnifying Party, at its expense, all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party. Should the Indemnifying Party fail to defend any such Indemnifiable Claim (except for failure resulting from the Indemnified Party's failure to timely give notice of such Indemnifiable claim), then, in addition to any other remedy, the Indemnified Party may settle or defend such action or proceeding through counsel of its own choosing and may recover from the Indemnifying Party the amount of such settlement, demand, or any judgment or decree and all of its costs and expenses, including reasonable fees and disbursements of counsel. Except as permitted in the preceding sentence, the Indemnifying Party shall not be liable for attorneys fees any settlement effected without its written consent, which consent shall not be unreasonably withheld; provided, however, if such approval is unreasonably withheld, the liability of the Indemnifying Party shall be limited to the amount of the proposed compromise or settlement and expenses incurred by the Indemnified Party prior to amount of the Indemnified Party's giving notice reasonable counsel fees incurred in defending such claim, as permitted by the preceding sentence, at the time such consent is unreasonably withheld. Notwithstanding the preceding sentence, the right of the Indemnified Party to compromise or settle any claim without the prior written consent of the Indemnifying Party shall only be available if a complete release of an Indemnifiable Claim. With respect the Indemnifying Party is contemplated to any assertion be part of liability by a the proposed compromise or settlement of such third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertionclaim.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any The party hereto determines to seek seeking indemnification (the party seeking such indemnification hereinafter referred to as the "“Indemnified Party" and ”) shall give the party against from whom such indemnification is being sought is hereinafter referred to as (the "“Indemnifying Party"”) under this Article V with respect prompt written notice of any Indemnification Claim to Company Indemnifiable Claims where which the Indemnified Party is Purchaser indemnity set forth in Section 8.2 or any of its affiliates or Purchaser Indemnifiable Claims where 8.3 applies, as applicable, which notice to be effective must describe such claim in reasonable detail (the Indemnified Party is any of “Indemnification Notice”). Notwithstanding the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third partiesforegoing, the Indemnified Party shall give notice to the Indemnifying Parties within 60 days of the Indemnified Party becoming aware of not have any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered to the Indemnified Party within 20 days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, writing and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by any third parties party claim shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, unless and, if so, only to the extent that, such the Indemnifying Parties are Party is materially prejudiced thereby; provided. The Indemnifying Party shall have the right to control the defense or settlement of any such Indemnification Claim subject to the provisions set forth below, howeverbut the Indemnified Party may, at its election, participate in the defense of any Indemnification Claim at its sole cost and expense. Should the Indemnifying Party shall not be liable fail timely to defend any such action (except for attorneys fees and expenses incurred by failure resulting from the Indemnified Party’s failure to timely give the Indemnification Notice), then, in addition to any other remedy, the Indemnified Party prior to the Indemnified Party's giving notice to may settle or defend such Indemnification Claim through counsel of its own choosing and may recover from the Indemnifying Party the amount of an Indemnifiable Claim. With respect to such settlement, demand, or any assertion judgment or decree and all of liability by a third party that results in an Indemnifiable Claimits costs and expenses, the parties hereto shall make available to each other all relevant information in their possession material to any such assertionincluding reasonable fees and disbursements of counsel.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto Span determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V Section with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party it shall give notice to the Indemnifying Parties VADUS within 60 10 business days of the Indemnified Party Span's becoming aware of any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the Claim. The notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified PartySpan. In case any such liability is asserted against the Indemnified Party or its affiliatesSpan and Span provides notices as set forth herein, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties VADUS will be entitled, if such Indemnifying Parties they so elect by written notice delivered to the Indemnified Party Span within 20 ten days after receiving the Indemnified PartySpan's notice, to assume the defense thereof with counsel satisfactory to the Indemnified PartySpan. Notwithstanding the foregoing, foregoing (i) the Indemnified Party or its affiliates Span shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, Span; (ii) the Indemnified Party Span shall not have no any obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, provided however, that Span will make reasonable efforts to communicate verbal assertions to VADUS on a timely basis; and (iii) the rights of the Indemnified Party or its affiliates Span to be indemnified hereunder in respect of to Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced VADUS suffers Material prejudice thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion. In the event that VADUS, within 10 days after receipt of the aforesaid notice of an Indemnifiable Claim, fails to assume the defense of Span against such Indemnifiable Claim, Span shall have the right to undertake the defense, compromise or settlement of such action on behalf of and for the account and risk of VADUS. Notwithstanding anything in this Section to the contrary, (y) if there is a reasonable probability that an Indemnifiable Claim may have a Materially Adverse affect on Span, its subsidiaries or affiliates, other than as a result of money damages or other money payments, then Span shall have the right, at its own costs and expense, to defend, compromise or settle such Indemnifiable Claim so long as in connection therewith, Span makes payment of any money damges related thereto; and (z) VADUS shall not, without Span's written consent, settle or compromise any Indemnifiable Claim or consent to entry of any judgment in respect thereof unless such settlement, compromise or consent includes as an unconditional term thereof the giving by the claimant or the plaintiff to Span (and its subsidiaries and affiliates) a release from all liability in respect of such Indemnifiable Claim.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto either Party (the "INDEMNIFIED PARTY") determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party it shall give notice to the Indemnifying Parties other party (the "INDEMNIFYING PARTY") within 60 ten (10) days of the Indemnified Party Party's becoming aware of any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case If any such liability is asserted against the Indemnified Party or its affiliatesParty, and the Indemnified Party notifies the Indemnifying Parties Party thereof, the Indemnifying Parties Party will be entitled, if such Indemnifying Parties it so elect elects by written notice delivered to the Indemnified Party within 20 twenty (20) days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates Party; and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such the Indemnifying Parties are Party is materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties Parties hereto shall make available to each other all relevant information in their possession material to any such assertion.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any an indemnified party hereto determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V 6 with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") a claim resulting from the assertion of liability by third parties, the Indemnified Party such indemnified party shall promptly give written notice to the Indemnifying Parties within 60 days of the Indemnified Party becoming aware of any such Indemnifiable Claim or indemnifying party of facts upon which any such Indemnifiable Claim claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Partysuch indemnified party. In case any such liability is asserted against the Indemnified Party or its affiliatesindemnified party, and the Indemnified Party indemnified party notifies the Indemnifying Parties indemnifying party thereof, the Indemnifying Parties indemnifying party will be entitled, if such Indemnifying Parties indemnifying party so elect elects by written notice delivered to the Indemnified Party indemnified party within 20 ten (10) business days after receiving the Indemnified Partyindemnified party's notice, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Partyindemnified party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates indemnified party shall also have the right to employ its own counsel in any such case, but the fees and expenses of such additional counsel shall be at the expense of the Indemnified Party indemnified party unless the Indemnified Party or its affiliates indemnified party shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates indemnified party and any Indemnifying Party the indemnifying party with respect to such Indemnifiable Claimclaim, in which case the fees and expenses of such additional counsel will be borne by such Indemnifying Partiesthe indemnifying party, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates an indemnified party to be indemnified hereunder in respect of Indemnifiable Claims claims resulting from the assertion of liability by third parties shall not be adversely affected by their the indemnified party's failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are the indemnifying party is materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claimindemnifiable claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion.

Procedure for Indemnification with Respect to Third-Party Claims. If a claim by a third party is made against a party hereunder or its Indemnitees (athe “Indemnified Party”) If any and if such Indemnified Party intends to seek indemnity with respect thereto under Section 5.4 and/or this Section 5.5, against the other party hereto determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party"“Indemnitor”) under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party shall give promptly notify the Indemnitor in writing of such claim. The Indemnitor shall have thirty (30) days after receipt of the above-referenced notice to undertake, conduct and control, through counsel of its own choosing (subject to the Indemnifying Parties within 60 days consent of the Indemnified Party becoming aware of any Party, such Indemnifiable Claim consent not to be unreasonably withheld or of facts upon which any such Indemnifiable Claim will be based; delayed) and at its expense, the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party settlement or its affiliatesdefense therefor, and the Indemnified Party notifies the Indemnifying Parties thereofshall reasonably cooperate with it in connection therewith, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered to the Indemnified Party within 20 days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, provided that: (i) the Indemnitor shall permit the Indemnified Party to participate in such settlement or its affiliates shall also have defense through counsel chosen by the right to employ its own counsel in any such caseIndemnified Party, but provided that the fees and expenses of such counsel shall be at the expense of borne by the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates Party; and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party Indemnitor shall have no obligation agree promptly to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of reimburse the Indemnified Party or its affiliates to be indemnified hereunder in respect for the full amount of Indemnifiable Claims any loss resulting from the assertion of liability by third parties shall not be adversely affected by their failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees claim and all related expenses incurred by the Indemnified Party prior within the limits of Section 5.4 and/or this Section 5.5. As long as the Indemnitor is reasonably contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such claim, provided that in such event such party shall waive any right to indemnity therefor by the Indemnitor. If the Indemnitor does not notify the Indemnified Party within thirty (30) days after receipt of the Indemnified Party's giving ’s notice of a claim of indemnity hereunder that it elects to undertake the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claimdefense thereof, the parties hereto Indemnified Party shall make available have the right to each other all relevant information contest, settle or compromise the claim in their possession material to any such assertion.the exercise of its exclusive discretion at the expense of the

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto Paradigm or Securityholder Released Party determines to seek indemnification under this Article with respect to Identifiable Claims (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party shall give written notice to the Indemnifying Parties Party within 60 thirty (30) days of the Indemnified Party becoming aware of any such Indemnifiable Identifiable Claim or of facts upon which any such Indemnifiable Identifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party; provided, however, that such written notice shall be effective only if delivered to the Indemnifying Party before the termination, pursuant to Sections 13.1 and 13.2 hereof, of the representations, warranties, covenants and agreements upon which such Identifiable Claim(s) are based. All Indemnifiable Claims made by Paradigm shall also be communicated to the Escrow Agent as provided in the Escrow Agreement. In case any such liability is asserted against the Indemnified Party or its affiliatesParty, and the Indemnified Party notifies the Indemnifying Parties Party thereof, the Indemnifying Parties Party will be entitled, if such Indemnifying Parties it so elect elects by written notice delivered to the Indemnified Party within 20 twenty (20) days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any the Indemnifying Party with respect to such Indemnifiable Identifiable Claim, in which case the fees and expenses of such counsel will be borne by such the Indemnifying PartiesParty, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion.the

Procedure for Indemnification with Respect to Third-Party Claims. If a claim by a third party is made against a party hereunder or its Indemnitees (athe “Indemnified Party”) If any and if such Indemnified Party intends to seek indemnity with respect thereto under Section 5.4 and/or this Section 5.5, against the other party hereto determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party"“Indemnitor”) under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party shall give promptly notify the Indemnitor in writing of such claim. The Indemnitor shall have thirty (30) days after receipt of the above-referenced notice to undertake, conduct and control, through counsel of its own choosing (subject to the Indemnifying Parties within 60 days consent of the Indemnified Party becoming aware of any Party, such Indemnifiable Claim consent not to be unreasonably withheld or of facts upon which any such Indemnifiable Claim will be based; delayed) and at its expense, the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party settlement or its affiliatesdefense therefor, and the Indemnified Party notifies the Indemnifying Parties thereofshall reasonably cooperate with it in connection therewith, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered to the Indemnified Party within 20 days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, provided that: (i) the Indemnitor shall permit the Indemnified Party to participate in such settlement or its affiliates shall also have defense through counsel chosen by the right to employ its own counsel in any such caseIndemnified Party, but provided that the fees and expenses of such counsel shall be at the expense of borne by the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates Party; and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party Indemnitor shall have no obligation agree promptly to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of reimburse the Indemnified Party or its affiliates to be indemnified hereunder in respect for the full amount of Indemnifiable Claims any loss resulting from the assertion of liability by third parties shall not be adversely affected by their failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees claim and all related expenses incurred by the Indemnified Party prior within the limits of Section 5.4 and/or this Section 5.5. As long as the Indemnitor is reasonably contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such claim, provided that in such event such party shall waive any right to indemnity therefor by the Indemnitor. If the Indemnitor does not notify the Indemnified Party within thirty (30) days after receipt of the Indemnified Party's giving ’s notice of a claim of indemnity hereunder that it elects to undertake the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claimdefense thereof, the parties hereto Indemnified Party shall make available have the right to each other all relevant information contest, settle or compromise the claim in their possession material to the exercise of its exclusive discretion at the expense of the Indemnitor. This Section 5.5 shall survive the Closing and shall not be deemed merged into the Deed or any such assertion.conveyance document delivered at Closing. ACTIVE/85506504.17 LEGAL_US_W # 85494519.11

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto an Indemnified Party determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V VI with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") a claim resulting from the assertion of liability by third partiesparties (a “Third Party Claim”), the such Indemnified Party shall promptly give written notice to the Indemnifying Parties within 60 days Party of such Third Party Claim and the Indemnified Party becoming aware of any such Indemnifiable Claim or of facts upon which any such Indemnifiable Third Party Claim will be is based; the , which notice shall set forth such material information with respect thereto as is then reasonably available to such Indemnified Party (together with a copy of all complaints, pleadings, communications, or other written notices provided by the third party in such Third Party Claim, subject to the attorney-client privilege); provided that failure to give such notice shall not affect the Indemnified Party’s right to indemnification hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure. In case any The Indemnifying Party will be entitled to assume the defense of such liability is asserted against Third Party Claim at its own expense with counsel reasonably satisfactory to the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitledParty, if such Indemnifying Parties Party so elect elects by written notice delivered to the Indemnified Party within 20 days twenty (20) Business Days after receiving the Indemnified Party's notice, to assume ’s notice of such Third Party Claim. In any case where the Indemnifying Party has assumed the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified of a Third Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation the right to give any notice participate (at the Indemnified Party’s expense unless the Third Party Claim asserts criminal liability against the Indemnified Party) in the defense, compromise, or settlement of any assertion of liability by a third party unless such assertion is in writingThird Party Claim, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to not, without the Indemnified Party's giving notice ’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), settle or compromise such Third Party Claim or consent to the Indemnifying Party entry of an Indemnifiable Claimany judgment, injunction or order in respect thereof. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the The parties hereto shall make available to each other all relevant information in their possession material to any Third Party Claim, subject to the attorney-client privilege, the attorney work product doctrine, and all other applicable legal and professional privileges. (b) In the event that the Indemnifying Party, within twenty (20) Business Days after receipt of the aforesaid notice of a Third Party Claim, fails to assume the defense of such assertion.Third Party Claim, the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such Third Party Claim (and the reasonable fees and expenses of such defense, and all other Losses incurred by the Indemnified Party with respect to such Third Party Claim, shall be Losses subject to indemnification by the Indemnifying Party hereunder after application of all applicable limitations set forth in this Article VI). The Indemnified Party shall not compromise or settle any such Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned, unless such settlement will not involve any liability or other obligation on the part of the Indemnifying Party. 40 Section 6.06

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any a party hereto (the "Indemnitee") determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party it shall give notice to the other party (the "Indemnifying Parties Party") within 60 30 days of the Indemnified Party Indemnitee's becoming aware of any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be basedclaim; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified PartyIndemnitee. In case any such liability is asserted against the Indemnified Party or its affiliatesIndemnitee, and the Indemnified Party Indemnitee notifies the Indemnifying Parties Party thereof, the Indemnifying Parties Party will be entitled, if such Indemnifying Parties it so elect elects by written notice delivered to the Indemnified Party Indemnitee within 20 30 days after receiving the Indemnified PartyIndemnitee's notice, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified PartyIndemnitee at all times during the defense of such 17 liability. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates Indemnitee shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless Indemnitee (as long as the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect continues to defend such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, matter); (ii) the Indemnified Party Indemnitee shall not have no any obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, ; and (iii) the rights of the Indemnified Party or its affiliates Indemnitee to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability shall be deemed forfeited by third parties shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, that the Indemnifying Party shall not be liable for attorneys fees and expenses incurred is materially prejudiced by the Indemnified Party prior such failure to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claimgive notice. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make reasonably available to each other all relevant information in their possession material to any such assertion.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto of the Indemnified Persons determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V VIII with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") Damage resulting from the assertion of liability by third parties, the such Indemnified Party Person shall give notice to the Indemnifying Parties Parent within 60 30 days of the such Indemnified Party Person becoming aware of any such Indemnifiable Claim Damage, or of facts upon which any such Indemnifiable Claim Damage will be based; the . The notice shall set forth such material information with respect thereto as is then reasonably available to the such Indemnified PartyPerson. In case any such liability is asserted against the an Indemnified Party or its affiliatesPerson, and the such Indemnified Party Person notifies the Indemnifying Parties Parent thereof, the Indemnifying Parties Parent will be entitled, if such Indemnifying Parties it so elect elects by written notice delivered to the such Indemnified Party Person within 20 days after receiving the such Indemnified PartyPerson's notice, to assume the defense thereof with counsel satisfactory to the such Indemnified PartyPerson. Notwithstanding the foregoing, (i) the an Indemnified Party or its affiliates Person shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the such Indemnified Party Person unless the Parent has elected not to assume the defense thereof or unless such Indemnified Party or its affiliates Person shall reasonably determine that there is a conflict of interest between or among such Indemnified Person and the Indemnified Party or its affiliates and any Indemnifying Party Parent with respect to such Indemnifiable Claim, Damage in which case the fees and expenses of such counsel will be borne by such Indemnifying Partiesthe Parent, (ii) the such Indemnified Party Person shall not have no any obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the any Indemnified Party or its affiliates Person to be indemnified hereunder in respect of Indemnifiable Claims any Damage resulting from the assertion of liability by third parties shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are the Parent is materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claima Damage, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If Purchaser or Netopia or their respective officers or directors or Seller or any party hereto of the Members determines to seek indemnification under this Article 8 with respect to Indemnifiable Claims (the party seeking such indemnification is hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party shall give written notice to the Indemnifying Parties Party within 60 thirty (30) days of the Indemnified Party becoming aware of any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party or its affiliatesParty, and the Indemnified Party notifies the Indemnifying Parties Party thereof, the Indemnifying Parties Party will be entitled, if such Indemnifying Parties it so elect elects by written notice delivered to the Indemnified Party within 20 twenty (20) days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any the Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such the Indemnifying PartiesParty, (ii) the Indemnified Party shall not have no any obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such the Indemnifying Parties are Party is materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If the Purchaser, its respective officers, directors or affiliates or the Seller or any party hereto of the Members determines to seek indemnification under this Article 8 with respect to Indemnifiable Claims (the party seeking such indemnification is hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party shall give written notice to the Indemnifying Parties Party within 60 thirty (30) days of the Indemnified Party becoming aware of any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party; provided, however, that such written notice shall be effective only if delivered to the Indemnifying Party before the later of November 30, 2000 or the termination, pursuant to Section 8.1(a) hereof, of the representation and warranties upon which such Indemnifiable Claim(s) are based. In case any such liability is asserted against the Indemnified Party or its affiliatesParty, and the Indemnified Party notifies the Indemnifying Parties Party thereof, the Indemnifying Parties Party will be entitled, if such Indemnifying Parties it so elect elects by written notice delivered to the Indemnified Party within 20 twenty (20) days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any the Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such the Indemnifying PartiesParty, (ii) the Indemnified Party shall not have no any obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such the Indemnifying Parties are Party is materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If The Indemnified Party shall give the Indemnifying Party prompt written notice of any third party hereto determines claim, demand, assessment, suit or proceeding to seek indemnification which the indemnity set forth in this Article IX applies, which notice to be effective must describe said claim in reasonable detail (the party seeking such indemnification hereinafter referred to as "Indemnification Notice"). Notwithstanding the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third partiesforegoing, the Indemnified Party shall give notice to the Indemnifying Parties within 60 days of the Indemnified Party becoming aware of not have any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered to the Indemnified Party within 20 days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by any third parties party claim shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, unless and, if so, only to the extent that, such the Indemnifying Parties are Party is materially prejudiced thereby; provided. The Indemnifying Party shall have the right to control the defense or settlement of any such action subject to the provisions set forth below in the event such claim solely involves an action for monetary damages and could not affect the Indemnified Party's business going forward, howeverbut the Indemnified Party may, at its election, participate in the defense of any action or proceeding at its sole cost and expense. Notwithstanding the foregoing, if there exists a conflict of interest, in the written opinion of counsel to the Indemnified Party , which opinion and counsel are reasonably satisfactory to the Indemnifying Party, that would make it inappropriate for the same counsel to represent both the Indemnified Party, on the one hand, and the Indemnifying Party, on the other hand, in connection with any Indemnifiable Claim, then the Indemnified Party shall be entitled to retain its own counsel as is reasonably satisfactory to the Indemnifying Party at the Indemnifying Party's expense. In the event that such Indemnified Party shall seek indemnification as provided herein, such Indemnified Party shall make available to the Indemnifying Party, at its expense, all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party. Should the Indemnifying Party fail to defend any such Indemnifiable Claim (except for failure resulting from the Indemnified Party's failure to timely give notice of such Indemnifiable Claim), then, in addition to any other remedy, the Indemnified Party may settle or defend such action or proceeding through counsel of its own choosing and may recover from the Indemnifying Party the amount of such settlement, demand, or any judgment or decree and all of its costs and expenses, including reasonable fees and disbursements of counsel. Except as permitted in the preceding sentence, the Indemnifying Party shall not be liable for attorneys fees any settlement solely for monetary damages effected without its written consent, which consent shall not be unreasonably withheld; provided, however, if such approval is unreasonably withheld, the liability of the Indemnifying Party shall be limited to the amount of the proposed compromise or settlement and expenses incurred by the Indemnified Party prior to amount of the Indemnified Party's giving notice to reasonable counsel fees incurred in defending such claim, as permitted by the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claimpreceding sentence, at the parties hereto shall make available to each other all relevant information in their possession material to any time such assertionconsent is unreasonably withheld.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto the Indemnified Party determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") 9 resulting from the assertion of liability by any third partiesparty (including any Governmental Authority), it shall promptly deliver a certificate to the Indemnifying Party signed by the Indemnified Party shall give notice (a “Third Party Claim Notice”) stating that Damages exist with respect to indemnification obligations of the Indemnifying Party set forth in this Article 9, and specifying in reasonable detail the individual items of such Damages included in the amount so stated, the date each such item was paid, accrued or alleged, and the nature of the misrepresentation, breach of warranty, covenant or claim to which such item is related. The failure to promptly notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Parties within 60 days Party demonstrates that the defense of the Indemnified such Third-Party becoming aware of any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to prejudiced by the Indemnified Party’s failure to deliver such certificate as required above. In case If any such liability is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereofParty of such liability, the Indemnifying Parties will Party shall be entitled, if such Indemnifying Parties it so elect elects by written notice delivered to the Indemnified Party within 20 thirty (30) days after receiving the Indemnified Party's noticeThird Party Claim Notice, to assume the defense thereof of such asserted liability with counsel reasonably satisfactory to the Indemnified Party, unless the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its financial capacity to assume such defense. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of payable by the Indemnified Party unless Party, provided, however, that the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect shall only be obligated to such Indemnifiable Claim, in which case pay the reasonable fees and expenses of such counsel will be borne by such Indemnifying Partiesone counsel, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights regardless of the number of Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable ClaimParties. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession that is material to any such assertionassertion and otherwise cooperate in the defense of the Indemnifiable Claim.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto Indemnified Party determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V VI with respect to Company Buyer's Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Seller' Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party it shall give notice to the Indemnifying Parties Party as soon as is reasonably practicable under the circumstances but in all events within 60 forty-five (45) days of after the Indemnified Party Party's becoming aware of any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; provided that failure to give notice within such time period shall not restrict the Indemnified Parties right to indemnification hereunder except to the extent the Indemnifying Party is prejudiced by the failure to receive notice within such 45 day period. This notice shall set forth such material the information with respect thereto as that is then reasonably available to the Indemnified Party. In case If any such liability is asserted against the Indemnified Party or its affiliatesParty, and the Indemnified Party notifies the Indemnifying Parties Party thereof, the Indemnifying Parties Party will be entitled, if such Indemnifying Parties it so elect elects by written notice delivered to the Indemnified Party within 20 days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. Notwithstanding the foregoing, foregoing (i) the Indemnified Party or its affiliates also shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party (as long as the Indemnifying Party continues to defend such matter), unless the representation of the Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or its affiliates shall reasonably determine that there is a conflict of interest potential conflicting interests between or among the Indemnified Party or its affiliates and any the Indemnifying Party with respect in the opinion of counsel to such Indemnifiable Claimthe Indemnified Party, in which case the Indemnified Party will be entitled to retain its own counsel with fees and expenses of such counsel will to be borne paid by such the Indemnifying Parties, Party; (ii) the Indemnified Party shall not have no any obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, ; and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not adversely be adversely affected by their its failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such that the Indemnifying Parties are Party is materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion.

Procedure for Indemnification with Respect to Third-Party Claims. (a) a. If any party hereto Buyer determines to seek indemnification under this Article VII with respect to Seller Indemnifiable Claims or if Seller or either of the Stockholders determine to seek indemnification under this Article VII with respect to Buyer Indemnifiable Claims (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party shall give notice to the Indemnifying Parties Party within 60 sixty (60) days of the Indemnified Party becoming aware of any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party or its affiliatesParty, and the Indemnified Party notifies the Indemnifying Parties Party thereof, the Indemnifying Parties Party will be entitled, if such Indemnifying Parties it so elect elects by written notice delivered to the Indemnified Party within 20 twenty (20) days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party, unless the Indemnifying Party unless does not assume the defense or the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between Buyer, on the one hand, and Seller or among the Indemnified Party or its affiliates and any Indemnifying Party Stockholders, on the other hand, with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such the Indemnifying PartiesParty, (ii) the Indemnified Party shall not have no any obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such that the Indemnifying Parties are Party is materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion.

Procedure for Indemnification with Respect to Third-Party Claims. If a claim by a third party is made against a party hereunder or its Indemnitees (athe “Indemnified Party”) If any and if such Indemnified Party intends to seek indemnity with respect thereto under Section 5.4 and/or this Section 5.5, against the other party hereto determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party"“Indemnitor”) under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party shall give promptly notify the Indemnitor in writing of such claim. The Indemnitor shall have thirty (30) days after receipt of the above-referenced notice to undertake, conduct and control, through counsel of its own choosing (subject to the Indemnifying Parties within 60 days consent of the Indemnified Party becoming aware of any Party, such Indemnifiable Claim consent not to be unreasonably withheld or of facts upon which any such Indemnifiable Claim will be based; delayed) and at its expense, the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party settlement or its affiliatesdefense therefor, and the Indemnified Party notifies the Indemnifying Parties thereofshall reasonably cooperate with it in connection therewith, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered to the Indemnified Party within 20 days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, provided that: (i) the Indemnitor shall permit the Indemnified Party to participate in such settlement or its affiliates shall also have defense through counsel chosen by the right to employ its own counsel in any such caseIndemnified Party, but provided that the fees and expenses of such counsel shall be at the expense of borne by the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates Party; and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party Indemnitor shall have no obligation agree promptly to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of reimburse the Indemnified Party or its affiliates to be indemnified hereunder in respect for the full amount of Indemnifiable Claims any loss resulting from the assertion of liability by third parties shall not be adversely affected by their failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees claim and all related expenses incurred by the Indemnified Party prior to within the limits of Section 5.4 and/or this Section 5.5. As long as the Indemnitor is reasonably contesting any such claim in good faith, the Indemnified Party's giving notice to Party shall not pay or settle any such claim. Notwithstanding the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claimforegoing, the parties hereto Indemnified Party shall make available have the right to each other all relevant information in their possession material to pay or settle any such assertion.claim, provided that in such event such party shall waive any right to indemnity therefor by the Indemnitor. If the Indemnitor does not notify the Indemnified Party within thirty

Procedure for Indemnification with Respect to Third-Party Claims. (a) If The Indemnified Party shall give the Indemnifying Party prompt written notice of any third party hereto determines claim, demand, assessment, suit or proceeding to seek which the indemnification set forth in Section 7.3 applies, which notice to be effective must describe such claim in reasonable detail (the party seeking such indemnification hereinafter referred to as "Indemnification Notice"). Notwithstanding the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third partiesforegoing, the Indemnified Party shall give notice to the Indemnifying Parties within 60 days of the Indemnified Party becoming aware of not have any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered to the Indemnified Party within 20 days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by any third parties party claim shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, unless and, if so, only to the extent that, such the Indemnifying Parties are Party is materially prejudiced thereby; provided. The Indemnifying Party shall have the right to control the defense or settlement of any such action subject to the provisions set forth below, howeverbut the Indemnified Party may, at its election, participate in the defense of any action or proceeding at its sole cost and expense. Notwithstanding the foregoing, if there exists a conflict of interest that would make it inappropriate for the same counsel to represent both the Indemnified Party, on the one hand, and the Indemnifying Party, on the other hand, in connection with any Indemnifiable Claim, then the Indemnified Party shall be entitled to retain its own counsel as is reasonably satisfactory to the Indemnifying Party at the Indemnifying Party's expense. In the event that such Indemnified Party shall seek indemnification as provided herein, such Indemnified Party shall make available to the Indemnifying Party, at its expense, all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party. Should the Indemnifying Party fail to defend any such Indemnifiable Claim (except for failure resulting from the Indemnified Party's failure to timely give notice of such Indemnifiable claim), then, in addition to any other remedy, the Indemnified Party may settle or defend such action or proceeding through counsel of its own choosing and may recover from the Indemnifying Party the amount of such settlement, demand, or any judgment or decree and all of its costs and expenses, including reasonable fees and disbursements of counsel. Except as permitted in the immediately preceding sentence, the Indemnifying Party shall not be liable for attorneys fees any settlement effected without its written consent, which consent shall not be unreasonably withheld; provided, however, if such approval is unreasonably withheld, the liability of the Indemnifying Party shall be limited to the amount of the proposed compromise or settlement and expenses incurred by the Indemnified Party prior to amount of the Indemnified Party's giving notice reasonable counsel fees incurred in defending such claim, as permitted by the immediately preceding sentence, at the time such consent is unreasonably withheld. Notwithstanding the immediately preceding sentence, the right of the Indemnified Party to compromise or settle any claim without the prior written consent of the Indemnifying Party shall only be available if a complete release of an Indemnifiable Claim. With respect the Indemnifying Party is contemplated to any assertion be part of liability by a the proposed compromise or settlement of such third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertionclaim.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If The Indemnified Party shall give the Indemnifying Party prompt written notice of any third party hereto determines claim, demand, assessment, suit or proceeding to seek indemnification which the indemnity set forth in this Article VIII applies which notice shall describe said claim in reasonable detail (the party seeking such indemnification hereinafter referred to as "Indemnification Notice"). Notwithstanding the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third partiesforegoing, the Indemnified Party shall give notice to the Indemnifying Parties within 60 days of the Indemnified Party becoming aware of not have any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered to the Indemnified Party within 20 days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by any third parties party claim shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, unless and, if so, only to the extent that, such the Indemnifying Parties are Party is materially prejudiced thereby; provided. The Indemnifying Party shall have the right to control the defense or settlement of any such action subject to the provisions set forth below in the event such claim solely involves an action for monetary damages and could not affect the Indemnified Party's business going forward, howeverbut the Indemnified Party may, at its election, participate in the defense of any action or proceeding at its sole cost and expense. Notwithstanding the foregoing, if there exists a conflict of interest that would make it inappropriate for the same counsel to represent both the Indemnified Party, on the one hand, and the Indemnifying Party, on the other hand, in connection with any Indemnifiable Claim, then the Indemnified Party shall be entitled to retain its own counsel as is reasonably satisfactory to the Indemnifying Party at the Indemnifying Party's expense. In the event that such Indemnified Party shall seek indemnification as provided herein, such Indemnified Party shall make available to the Indemnifying Party, at its expense, all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party. Should the Indemnifying Party fail to defend any such Indemnifiable Claim (except for failure resulting from the Indemnified Party's failure to timely give notice of such Indemnifiable claim), then, in addition to any other remedy, the Indemnified Party may settle or defend such action or proceeding through counsel of its own choosing and may recover from the Indemnifying Party the amount of such settlement, demand, or any judgment or decree and all of its costs and expenses, including reasonable fees and disbursements of counsel. Except as permitted in the preceding sentence, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by any settlement effected without its written consent, which consent shall not be unreasonably withheld; provided, however, if such approval is unreasonably withheld, the Indemnifying Party shall be liable to the Indemnified Party prior to for the amount of the proposed compromise or settlement and the amount of the Indemnified Party's giving notice reasonable counsel fees incurred in defending and settling such claim, as permitted by the preceding sentence. Notwithstanding the preceding sentence, the right of the Indemnified Party to compromise or settle any claim without the prior written consent of the Indemnifying Party shall only be available if a complete release of an Indemnifiable Claim. With respect the Indemnifying Party is contemplated to any assertion be part of liability by a the proposed compromise or settlement of such third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertionclaim.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto Buyer, PARENT or Seller determines to seek indemnification under this Article VII with respect to Indemnifiable Claims (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party shall give notice to the Indemnifying Parties Party within 60 30 days of the Indemnified Party becoming aware of any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party or its affiliatesParty, and the Indemnified Party notifies the Indemnifying Parties Party thereof, the Indemnifying Parties Party will be entitled, if such Indemnifying Parties it so elect elects by written notice delivered to the Indemnified Party within 20 days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any the Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such the Indemnifying Parties, Party and (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such the Indemnifying Parties are Party is materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion.

Procedure for Indemnification with Respect to Third-Party Claims. Within thirty (a30) If any days after receipt by a party hereto determines to seek seeking indemnification hereunder (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying PartyIndemnitee") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any written notice of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from commencement of any action or the assertion of any claim, liability or obligation by a third partiesparty (whether by legal process or otherwise), against which claim, liability or obligation another party to this Agreement (the "Indemnitor") is, or may be, required under this Agreement to indemnify such Indemnitee, the Indemnified Party shall give notice Indemnitee will, if a claim thereon is to be, or may be, made against the Indemnifying Parties within 60 days Indemnitor, notify the Indemnitor in writing of the Indemnified Party becoming aware commencement or assertion thereof and give the Indemnitor a copy of any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice claim, process and all legal pleadings. The Indemnitor shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered to the Indemnified Party within 20 days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in conduct the defense of any such caseaction with counsel reasonably satisfactory to the Indemnitee. If the Indemnitor either neglects to defend, but or assumes the fees and expenses of defense of, such counsel action, a recovery against the Indemnitee shall be at the expense conclusive evidence of the Indemnified Party unless Indemnitee's right of Indemnification against the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among Indemnitor hereunder. If the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any Indemnitor does not receive notice of any assertion of liability by the action or claim as provided herein, a third party unless such assertion is in writing, and (iii) judgment against the rights Indemnitee shall be only presumptive evidence of the Indemnified Party Indemnitee's right of indemnification against the Indemnitor hereunder. If the Indemnitee shall be required by judgment or its affiliates a settlement agreement to be indemnified hereunder pay any amount in respect of Indemnifiable Claims resulting any obligation or liability against which the Indemnitor has agreed to indemnify the Indemnitee under this Agreement, the Indemnitor will, subject to the foregoing, promptly reimburse the Indemnitee in an amount equal to the amount of such payment plus all reasonable expenses incurred by such Indemnitee in connection with such obligation or liability. Prior to paying or settling any claim against which an Indemnitor is, or may be, obligated under this Agreement to indemnify an Indemnitee, the Indemnitee must first supply the Indemnitor with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or in the absence of a judgment or decree, must first receive the written approval of the terms and conditions of such settlement from the assertion Indemnitor. An Indemnitee shall have the right to settle any claim against it, subject to the prior written approval of liability by third parties the Indemnitor, which approval shall not be adversely affected by their failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertionunreasonably withheld.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto the Indemnified Party determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party it shall give notice to the Indemnifying Parties Party within 60 forty-five (45) days of the Indemnified Party Party's becoming aware of any such Indemnifiable Claim claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case If any such liability is asserted against the Indemnified Party or its affiliatesParty, and the Indemnified Party notifies the Indemnifying Parties Party thereof, the Indemnifying Parties Party will be entitled, if such Indemnifying Parties it so elect elects by written notice delivered to the Indemnified Party within 20 twenty (20) days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. Notwithstanding the foregoing, foregoing (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, Party; (ii) the Indemnified Party shall not have no any obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, ; and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such the Indemnifying Parties are Party is materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto determines ADP desires to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company an Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") Claim resulting from the assertion of liability by a third partiesparty (a "Third-Party Claim"), the Indemnified Party it shall give notice to the Shareholders (hereinafter each being an "Indemnifying Parties Party") within 60 days a reasonable period of the Indemnified Party time of ADP's becoming aware of any such Indemnifiable Claim or of facts upon Third-Party Claim, which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto to such Third-Party Claim as is then reasonably available to the Indemnified PartyADP. In case If any such liability Third-Party Claim is asserted against the Indemnified Party or its affiliates, ADP and the Indemnified Party ADP notifies the Indemnifying Parties thereofParty of such Third-Party Claim, the Indemnifying Parties will Party shall be entitled, if such Indemnifying Parties he so elect elects by written notice delivered to the Indemnified Party ADP within 20 a reasonable period of time (not to exceed 10 days in any event) after receiving ADP's notice (the Indemnified Party's notice"Response Period"), to assume the defense thereof of such Third-Party Claim with counsel reasonably satisfactory to the Indemnified PartyADP. Notwithstanding the foregoing, fore going: (i) the Indemnified Party or its affiliates ADP shall also not have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party Third-Party Claim unless such assertion is in writing, and ; (iiiii) the rights of the Indemnified Party or its affiliates ADP to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties any Third-Party Claim shall not be adversely affected by their its failure to give notice pursuant to the foregoing provisions unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party is materially prejudiced by such failure; and (iii) each Party shall not be liable for attorneys fees and expenses incurred cooperate with any other Party in all ways reasonably requested by such other Party in connection with the Indemnified defense of any such Third-Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable ClaimClaims. With respect to any assertion of liability by a third party Third-Party Claim that results in an Indemnifiable Claima claim for indemnification under this Article, the parties hereto Parties shall make available to each other all relevant information in their possession which is material to any such assertionThird-Party Claim.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto the Indemnified Party determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V VIII with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by any third partiesparty (including any Governmental Authority), the Indemnified Party it shall give written notice to the Indemnifying Parties Party within 60 45 calendar days of the Indemnified Party Party’s becoming aware of any such Indemnifiable Claim or of facts upon (a “Claim Notice”), which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto to such Indemnifiable Claim as is then reasonably available to the Indemnified Party. In case If any such liability is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereofParty of such liability, the Indemnifying Parties will Party shall be entitled, if such Indemnifying Parties it so elect elects by written notice delivered to the Indemnified Party within 20 days after receiving the Indemnified Party's noticeClaim Notice, to assume the defense thereof of such asserted liability with counsel reasonably satisfactory to the Indemnified PartyParty unless the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its financial capacity to assume such defense. If the Indemnifying Party elects to assume the defense of such asserted liability, the claims made by such third party shall be conclusively established as being within the scope of and subject to the indemnification provisions of this Agreement. Notwithstanding the foregoing, : (i) the Indemnified Party or its affiliates shall also have the right to participate in the defense of such claim and to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at payable by the expense of Indemnified Party; provided that, if the named Persons to a lawsuit or other legal action include both the Indemnifying Party and the Indemnified Party unless and the Indemnified Party or its affiliates shall reasonably determine has been advised by counsel that there is a conflict of interest between exists such that there may be one or among the more legal defenses available to such Indemnified Party that are different from or its affiliates and any additional to those available to the Indemnifying Party, the Indemnifying Party with respect shall not be permitted to such Indemnifiable Claim, in which case assume the defense and shall be responsible for the reasonable fees and expenses of one counsel to the Indemnified Party in connection with such counsel will be borne by such Indemnifying Parties, defense; (ii) the Indemnified Party shall not have no any obligation to give any notice of Claim Notice concerning any assertion of liability by a third party unless such assertion is in writing, ; and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their its failure to give notice a Claim Notice pursuant to the foregoing provisions unless, and, if so, only to the extent that, such the Indemnifying Parties are Party is materially prejudiced thereby; providedby such failure. (b) If the Indemnifying Party disputes its liability with respect to such Indemnifiable Claim, howeverit shall, within 20 days after receiving the Claim Notice with respect to such Indemnifiable Claim, give written notice of such dispute to the Indemnifying Party in which event the parties will negotiate in good faith to mutually agree to resolve such dispute. If the parties are unable to resolve the Indemnifiable Claim within 60 days after the Indemnifying Party delivers such notice, then either party shall be entitled to pursue all available remedies to prosecute the Indemnifiable Claim. Pending resolution of any such dispute, the Indemnified Party shall have the right to defend, compromise or settle such Indemnifiable Claim at the risk of the Indemnifying Party. (c) Notwithstanding anything in this Section 8.4 to the contrary, the Indemnifying Party shall not, without the Indemnified Party’s prior written consent, which such consent shall not be liable for attorneys fees and expenses incurred unreasonably withheld, settle or compromise any Indemnifiable Claim or consent to entry of any judgment in respect of any Indemnifiable Claim unless such settlement, compromise or consent (A) includes as an unconditional term the giving by the claimant or the plaintiff to the Indemnified Party prior to (and its Subsidiaries and Affiliates) of a release from all liability in respect of such Indemnifiable Claim and (B) does not include a finding or admission by Buyer of any violation of Applicable Laws or any violation of the Indemnified Party's giving notice to the Indemnifying Party rights of an Indemnifiable Claimany Person. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion.29

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any a claim by a third party hereto determines is made against either of the parties hereto, and if either of such parties intends to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party shall give notice to the Indemnifying Parties within 60 days of the Indemnified Party becoming aware of any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information indemnity with respect thereto as is then reasonably available under this Section 11.4, such party shall promptly notify the other party of such claim. The indemnifying party shall have thirty (30) days after receipt of the above-referenced notice to undertake, conduct and control, through counsel of its own choosing (subject to the Indemnified Party. In case any consent of the indemnified party, such liability is asserted against consent not to be unreasonably withheld or delayed) and at its expense, the Indemnified Party settlement or its affiliatesdefense therefor, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered to the Indemnified Party within 20 days after receiving the Indemnified Party's notice, to assume the defense thereof indemnified party shall cooperate with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, it in connection therewith; provided that: (i) the Indemnified Party indemnifying party shall not thereby permit to exist any lien, encumbrance or its affiliates other adverse charge upon any asset of any indemnified party; (ii) the indemnifying party shall also have permit the right indemnified party to employ its own participate in such settlement or defense through counsel in any such casechosen by the indemnified party, but provided that the fees and expenses of such counsel shall be borne by the indemnified party; and (iii) the indemnifying party shall agree promptly to reimburse the indemnified party for the full amount of any loss resulting from such claim and all related expenses incurred by the indemnified party within the limits of this Section 11.4 and Section 11.2 or Section 11.3, as the case may be. As long as the indemnifying party is reasonably contesting any such claim in good faith, the indemnified party shall not pay or settle any such claim. Notwithstanding the foregoing, the indemnified party shall have the right to pay or settle any such claim, provided that in such event they shall waive any right to indemnity therefor by the indemnifying party. If the indemnifying party does not notify the indemnified party within thirty days after receipt of the indemnified party’s notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified party shall have the right to contest, settle or compromise the claim in the exercise of its exclusive discretion at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertionindemnifying party.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto an Indemnified Party determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V VIII with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party it shall give notice to the Indemnifying Parties other party (the “Other Party”) within 60 forty-five (45) days of the such Indemnified Party becoming aware of any such Indemnifiable Claim or of facts upon Claim, which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto to such Indemnifiable Claim as is then reasonably available to the such Indemnified Party. In case If any such liability is asserted against the an Indemnified Party or its affiliates, and the such Indemnified Party notifies the Indemnifying Parties thereofOther Party of such liability, the Indemnifying Parties will Other Party shall be entitled, if such Indemnifying Parties it so elect elects by written notice delivered to the such Indemnified Party within 20 fifteen (15) [**] denotes confidential treatment has been requested for the bracketed portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment days after receiving the such Indemnified Party's notice’s notice (the “Response Period”), to assume the defense thereof of such asserted liability with counsel satisfactory to the such Indemnified Party; provided, however, that if the Other Party assumes such defense, the Other Party shall be deemed to have accepted such claim as a valid Indemnifiable Claim. Notwithstanding the foregoing, : (i) the such Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne payable by such Indemnifying Parties, Indemnified Party; (ii) the such Indemnified Party shall not have no any obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, ; and (iii) the rights of the such Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their its failure to give notice pursuant to the foregoing provisions unless, and, if so, only to the extent that, such Indemnifying Parties are the Other Party is materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claimsuch failure. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto Parties shall make available to each other all relevant information in their possession that is material to any such assertion.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If the Purchaser, its respective officers, directors or affiliates or the Seller or any party hereto of the Members determines to seek indemnification under this Article 8 with respect to Indemnifiable Claims (the party seeking such indemnification is hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party shall give written notice to the Indemnifying Parties Party within 60 thirty (30) days of the Indemnified Party becoming aware of any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party; provided, however, that such written notice shall be effective only if delivered to the Indemnifying Party before the later of November 30, 2000 or the termination, pursuant to Section 8.1(a) hereof, of the representation and warranties upon which such Indemnifiable Claim(s) are based. In case any such liability is asserted against the Indemnified Party or its affiliatesParty, and the Indemnified Party notifies the Indemnifying Parties Party thereof, the Indemnifying Parties Party will be entitled, if such Indemnifying Parties it so elect elects by written notice delivered to the Indemnified Party within 20 twenty (20) days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any the Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such the Indemnifying PartiesParty, (ii) the Indemnified Party shall not have no any obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such the Indemnifying Parties are Party is materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If The Indemnified Party shall give the Indemnifying Party prompt written notice of any third party hereto determines Indemnifiable Claim, which notice to seek indemnification be effective must describe such Indemnifiable Claim in reasonable detail (the party seeking such indemnification hereinafter referred to as "Indemnification Notice"). Notwithstanding the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third partiesforegoing, the Indemnified Party shall give notice to the Indemnifying Parties within 60 days of the Indemnified Party becoming aware of not have any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered to the Indemnified Party within 20 days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party Indemnifiable Claim unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of any third party Indemnifiable Claims resulting from the assertion of liability by third parties Claim shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, thereof unless and, if so, only to the extent that, such the Indemnifying Parties are Party is materially prejudiced thereby. The Indemnifying Party shall have the right to control the defense or settlement of any action or proceeding subject to the provisions set forth below, but the Indemnified Party may, at its election, participate in the defense of any action or proceeding at its sole cost and expense. Should the Indemnifying Party fail to defend any such action or proceeding (except for failure resulting from the Indemnified Party's failure to timely give the Indemnification Notice), then, in addition to any other remedy, the Indemnified Party may settle or defend such action or proceeding through counsel of its own choosing and may recover from the Indemnifying Party the amount of such settlement, demand, or any judgment or decree and all of its costs and expenses, including reasonable fees and disbursements of counsel. The Indemnified Party shall not compromise or settle any Indemnifiable Claim without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed; provided, however, if such approval is unreasonably withheld or delayed, the liability of the Indemnified Party shall be limited to the total sum represented in the amount of the proposed compromise or settlement and the amount of the Indemnified Party's reasonable counsel fees incurred in defending such Indemnifiable Claim, as permitted by the preceding sentence, accrued at the time said approval is unreasonably withheld or delayed. Notwithstanding the preceding sentence, the foregoing limitation on the liability of the Indemnified Party shall only be applicable if (i) a complete release of the Indemnifying Party is contemplated to be part of the proposed compromise or settlement of such third party Indemnifiable Claim and (ii) the Indemnifying Party withholds its consent to such compromise or settlement. Anything in this Section 9.4 to the contrary notwithstanding, (i) if there is a reasonable probability that an Indemnifiable Claim may materially and adversely affect an Indemnified Party other than as a result of money damages or other monetary payments, including without limitation, any Indemnifiable Claim (a) relating to or arising out of any criminal proceeding, action, indictment, allegation or investigation, or (b) seeking an injunction or other equitable relief against the Indemnified Party, the Indemnified Party shall have the right to control the prosecution, defense or settlement of such Indemnifiable Claim, and the Indemnifying Party shall not be liable for attorneys nevertheless pay the reasonable fees and expenses incurred of counsel retained by the Indemnified Party prior to in the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertionforegoing circumstances.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If The Indemnified Party shall give the Indemnifying Party prompt written notice of any third party hereto determines claim, demand, assessment, suit or proceeding to seek indemnification which the indemnity set forth in this Article X applies which notice shall describe said claim in reasonable detail (the party seeking such indemnification hereinafter referred to as "Indemnification Notice"). Notwithstanding the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third partiesforegoing, the Indemnified Party shall give notice to the Indemnifying Parties within 60 days of the Indemnified Party becoming aware of not have any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered to the Indemnified Party within 20 days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by any third parties party claim shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, unless and, if so, only to the extent that, such the Indemnifying Parties are Party is materially prejudiced thereby. The Indemnifying Party shall have the right to control the defense or settlement of any such action subject to the provisions set forth below in the event such claim solely involves an action for monetary damages and could not affect the Indemnified Party's business going forward, but the Indemnified Party may, at its election, participate in the defense of any action or proceeding at its sole cost and expense; provided, howeverspecifically, that Gateway may defend itself against any Indemnification Claim which may affect the business of the Company going forward. Notwithstanding the foregoing, if there exists a conflict of interest that would make it inappropriate for the same counsel to represent both the Indemnified Party, on one hand, and the Indemnifying Party, on the other hand, in connection with any Indemnifiable Claim, then the Indemnified Party shall be entitled to retain its own counsel as is reasonably satisfactory to the Indemnifying Party at the Indemnifying Party's expense. In the event that such Indemnified Party shall seek indemnification as provided herein, such Indemnified Party shall make available to the Indemnifying Party, at its expense, all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party. Should the Indemnifying Party fail to defend any such Indemnifiable Claim (except for failure resulting from the Indemnified Party's failure to timely give notice of such Indemnifiable claim), then, in addition to any other remedy, the Indemnified Party may settle or defend such action or proceeding through counsel of its own choosing and may recover from the Indemnifying Party the amount of such settlement, demand, or any judgment or decree and all of its costs and expenses, including reasonable fees and disbursements of counsel. Except as permitted in the preceding sentence, the Indemnifying Party shall not be liable for attorneys fees any settlement effected without its written consent, which consent shall not be unreasonably withheld; provided, however, if such approval is unreasonably withheld, the liability of the Indemnifying Party shall be limited to the amount of the proposed compromise or settlement and expenses incurred by the Indemnified Party prior to amount of the Indemnified Party's giving notice reasonable counsel fees incurred in defending such claim, as permitted by the preceding sentence, at the time such consent is unreasonably withheld. Notwithstanding the preceding sentence, the right of the Indemnified Party to compromise or settle any claim without the prior written consent of the Indemnifying Party shall only be available if a complete release of an Indemnifiable Claimthe Indemnifying Party is contemplated to be part of the proposed compromise or settlement of such third party claim. With Shareholders shall agree to no adjustment or adjustments that would have the effect of increasing Tax Liability with respect to any assertion period ending after the Closing Date without obtaining the prior written consent of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertionGateway.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto VADUS determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V Section with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party they shall give notice to the Indemnifying Parties Span within 60 10 business days of the Indemnified Party VADUS' becoming aware of any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the Claim. The notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified PartyVADUS. In case any such liability is asserted against the Indemnified Party or its affiliates, VADUS and the Indemnified Party VADUS notifies the Indemnifying Parties Span thereof, the Indemnifying Parties Span will be entitled, if such Indemnifying Parties it so elect elects by written notice delivered to the Indemnified Party VADUS within 20 ten days after receiving the Indemnified Party's VADUS' notice, to assume the defense thereof with counsel satisfactory to the Indemnified PartyVADUS. Notwithstanding the foregoing, foregoing (i) the Indemnified Party or its affiliates VADUS shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, VADUS; (ii) the Indemnified Party VADUS shall not have no any obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, ; and (iii) the rights of the Indemnified Party or its affiliates VADUS to be indemnified hereunder in respect of to Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced Span suffers Material prejudice thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion. In the event that Span, within 10 days after receipt of the aforesaid notice of an Indemnifiable Claim, fails to assume the defense of VADUS against such Indemnifiable Claim, VADUS shall have the right to undertake the defense, compromise or settlement of such action on behalf of and for the account and risk of Span. Notwithstanding anything in this Section to the contrary, (y) if there is a reasonable probability that an Indemnifiable Claim may have a Materially Adverse affect on VADUS, other than as a result of money damages or other money payments, then VADUS shall have the right, at its own costs and expense, to defend, compromise or settle such Indemnifiable Claim, so long as in connection therewith, VADUS makes payment of any money damages related thereto; and (z) Span shall not, without the written consent of VADUS, settle or compromise any Indemnifiable Claim or consent to entry of any judgment in respect thereof unless such settlement, compromise or consent includes as an unconditional term thereof the giving by the claimant or the plaintiff to VADUS a release from all liability in respect of such Indemnifiable Claim.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If ---------------------------------------------------------------- any indemnified party hereto hereunder determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V VI with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") Losses resulting from the assertion of liability by third parties, the Indemnified Party such indemnified party shall give notice to the Indemnifying Parties indemnifying party hereunder within 60 30 days of the Indemnified Party such indemnified party becoming aware of any such Indemnifiable Claim Losses or of facts upon which any claim for such Indemnifiable Claim Losses will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Partysuch indemnified party. In case any such liability is asserted against the Indemnified Party or its affiliatessuch indemnified party, and the Indemnified Party such indemnified party notifies the Indemnifying Parties indemnifying party thereof, the Indemnifying Parties indemnifying party will be entitled, if such Indemnifying Parties it so elect elects by written notice delivered to the Indemnified Party such indemnified party within 20 10 days after receiving the Indemnified Partysuch indemnified party's notice, to assume the defense thereof with counsel satisfactory to such indemnified party, in which case, the Indemnified Partyindemnifying party will not be liable to the indemnified party under this Section 6.4 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in accordance with the following sentence or (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action, in each of which cases the fees and expenses of counsel shall be at the expense of the indemnifying party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates such indemnified party shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party such indemnified party unless the Indemnified Party or its affiliates such indemnified party shall reasonably determine that there is a conflict of interest between or among such indemnified party and the Indemnified Party or its affiliates and any Indemnifying Party indemnifying party with respect to such Indemnifiable Claimclaim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Partiesthe indemnifying party, (ii) the Indemnified Party such indemnified party shall not have no any obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates such indemnified party to be indemnified hereunder in respect of Indemnifiable Claims resulting any Losses that may or do result from the assertion of liability by third parties shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are the indemnifying party is materially prejudiced thereby; provided, howeverand (iv) the indemnifying party's obligations to such indemnified party under this Article VI shall not terminate until such indemnified party's claims have been finally satisfied to such indemnified party's sole satisfaction. In the event that the indemnifying party, within 10 days after receipt of the Indemnifying Party aforesaid notice of a claim hereunder, fails to assume the defense of such indemnified party against such claim, such indemnified party shall have the right to undertake the defense, compromise, or settlement of such action on behalf of and for the account, expense, and risk of the indemnifying party. Notwithstanding anything in this Article VI to the contrary, (i) if there is a reasonable probability that a claim may materially adversely affect such indemnified party, such indemnified party shall have the right to participate in such defense, compromise, or settlement and the indemnifying party shall not, without such indemnified party's written consent (which consent shall not be liable for attorneys fees and expenses incurred unreasonably withheld), settle or compromise any of such claims, or consent to entry of any judgment in respect thereof unless such settlement, compromise, or consent includes as an unconditional term thereof the giving by the Indemnified Party prior claimant or the plaintiff to the Indemnified Party's giving notice to the Indemnifying Party such indemnified party a release from all liability in respect of an Indemnifiable Claimsuch claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claimany claim for indemnification hereunder, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If the Purchaser or any party hereto affiliate of Purchaser or Seller or any of Seller's Subsidiaries and each of their respective officers, directors, shareholders, employees, agents and other affiliates, as applicable, determines to seek indemnification (the such party seeking such indemnification hereinafter shall be referred to herein as the an "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V VIII with respect to Company Indemnifiable Seller Identifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders Identifiable Claims, as applicable (such Claims shall be referred to herein as "Indemnifiable Identifiable Claims") ), resulting from the assertion of liability by third parties, the such Indemnified Party shall give notice to the parties from which indemnification is sought (such parties shall be referred to herein as "Indemnifying Parties Parties") within 60 90 days of the such Indemnified Party becoming aware of any such Indemnifiable Identifiable Claim or of facts upon which any such Indemnifiable Identifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the such Indemnified Party. In case any such liability is asserted against the any Indemnified Party or its affiliatesParty, and the such Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered to the such Indemnified Party within 20 days after receiving the such Indemnified Party's notice, to assume the defense thereof with counsel selected by the Indemnifying Party, which counsel shall be reasonably satisfactory to the such Indemnified Party. In the event the Indemnifying Party assumes the defense, the Indemnifying Party shall have sole control over the management of the defense. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense none of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party Parties shall have no any obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iiiii) the rights of the Indemnified Party or its affiliates Parties to be indemnified hereunder in respect of Indemnifiable Identifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Identifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If The Indemnified Party shall give the Indemnifying Party prompt written notice of any third party hereto determines claim, demand, assessment, suit or proceeding to seek indemnification which the indemnity set forth in Section 10.2 applies, which notice to be effective must describe such claim in reasonable detail (the party seeking such indemnification hereinafter referred to as “Indemnification Notice”). Notwithstanding the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third partiesforegoing, the Indemnified Party shall give notice to the Indemnifying Parties within 60 days of the Indemnified Party becoming aware of not have any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered to the Indemnified Party within 20 days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, writing and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by any third parties party claim shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, unless and, if so, only to the extent that, such the Indemnifying Parties are Party is materially prejudiced thereby; provided. The Indemnifying Party shall have the right to control the defense or settlement of any such action subject to the provisions set forth below, howeverbut the Indemnified Party may, at its election, participate in the defense of any action or proceeding at its sole cost and expense. Should the Indemnifying Party shall not be liable fail timely to defend any such action (except for attorneys fees and expenses incurred by failure resulting from the Indemnified Party’s failure to timely give the Indemnification Notice), then, in addition to any other remedy, the Indemnified Party prior to the Indemnified Party's giving notice to may settle or defend such action or proceeding through counsel of its own choosing and may recover from the Indemnifying Party the amount of an Indemnifiable Claim. With respect to such settlement, demand, or any assertion judgment or decree and all of liability by a third party that results in an Indemnifiable Claimits costs and expenses, the parties hereto shall make available to each other all relevant information in their possession material to any such assertionincluding reasonable fees and disbursements of counsel.

Procedure for Indemnification with Respect to Third-Party Claims. If a claim by a third party is made against a party hereunder or its Indemnitees (athe “Indemnified Party”) If any and if such Indemnified Party intends to seek indemnity with respect thereto under Section 5.04 and/or this Section 5.05, against the other party hereto determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party"“Indemnitor”) under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party shall give promptly notify the Indemnitor of such claim. The Indemnitor shall have thirty (30) days after receipt of the above-referenced notice to undertake, conduct and control, through counsel of its own choosing (subject to the Indemnifying Parties within 60 days consent of the Indemnified Party becoming aware of any Party, such Indemnifiable Claim consent not to be unreasonably withheld or of facts upon which any such Indemnifiable Claim will be based; delayed) and at its expense, the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party settlement or its affiliatesdefense therefor, and the Indemnified Party notifies the Indemnifying Parties thereofshall reasonably cooperate with it in connection therewith, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered to the Indemnified Party within 20 days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, provided that: (i) the Indemnitor shall permit the Indemnified Party to participate in such settlement or its affiliates shall also have defense through counsel chosen by the right to employ its own counsel in any such caseIndemnified Party, but provided that the fees and expenses of such counsel shall be at the expense of borne by the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates Party; and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party Indemnitor shall have no obligation agree promptly to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of reimburse the Indemnified Party or its affiliates to be indemnified hereunder in respect for the full amount of Indemnifiable Claims any loss resulting from the assertion of liability by third parties shall not be adversely affected by their failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees claim and all related expenses incurred by the Indemnified Party prior within the limits of Section 5.04 and/or this Section 5.05. As long as the Indemnitor is reasonably contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such claim, provided that in such event such party shall waive any right to indemnity therefor by the Indemnitor. If the Indemnitor does not notify the Indemnified Party within thirty (30) days after receipt of the Indemnified Party's giving ’s notice of a claim of indemnity hereunder that it elects to undertake the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claimdefense thereof, the parties hereto Indemnified Party shall make available have the right to each other all relevant information contest, settle or compromise the claim in their possession material to the exercise of its exclusive discretion at the expense of the Indemnitor. This Section 5.05 shall survive the Closing and shall not be deemed merged into the Deed or any such assertionconveyance document delivered at Closing.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto Buyer Indemnified Party, on the one hand, or Seller Indemnified Party, on the other hand (as applicable, an “Indemnified Party”) determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V 8 with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") indemnifiable claims resulting from the assertion of liability by third partiesparties (a “Third Party Claim”), the Indemnified Party it shall give notice to the other party (the “Indemnifying Parties Party”) within 60 45 days of the such Indemnified Party becoming aware of any such Indemnifiable Claim or of facts upon indemnifiable claim, which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto to such indemnifiable claim as is then reasonably available to the such Indemnified Party. In case If any such liability is asserted against the an Indemnified Party or its affiliates, and the such Indemnified Party notifies the Indemnifying Parties thereofParty of such liability, the Indemnifying Parties will Party shall be entitled, if such Indemnifying Parties it so elect elects by written notice delivered to the such Indemnified Party within 20 15 business days after receiving the such Indemnified Party's notice’s notice (the “Response Period”), to assume the defense thereof of such asserted liability with counsel satisfactory to the such Indemnified Party; provided, however, that if the Indemnifying Party assumes such defense, the Indemnifying Party shall be deemed to have accepted such claim as a valid indemnifiable claim. Notwithstanding the foregoing, : (i) the such Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne payable by such Indemnifying Parties, Indemnified Party; (ii) the such Indemnified Party shall not have no any obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, ; and (iii) the rights of the such Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims indemnifiable claims resulting from the assertion of liability by third parties shall not be adversely affected by their its failure to give notice pursuant to the foregoing provisions unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred is materially prejudiced by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claimsuch failure. With respect to any assertion of liability by a third party that results in an Indemnifiable Claimindemnifiable claim, the parties hereto Parties shall make available to each other all relevant information in their possession that is material to any such assertion.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If The Indemnified Party shall give the Indemnifying Party prompt written notice of any third party hereto determines claim, demand, assessment, suit or proceeding to seek indemnification which the indemnity set forth in this Article XI applies which notice shall describe said claim in reasonable detail (the party seeking such indemnification hereinafter referred to as "Indemnification Notice"). Notwithstanding the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third partiesforegoing, the Indemnified Party shall give notice to the Indemnifying Parties within 60 days of the Indemnified Party becoming aware of not have any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered to the Indemnified Party within 20 days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by any third parties party claim shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, unless and, if so, only to the extent that, such the Indemnifying Parties are Party is materially prejudiced thereby. The Indemnifying Party shall have the right to control the defense or settlement of any such action subject to the provisions set forth below in the event such claim solely involves an action for monetary damages and could not affect the Indemnified Party's business going forward, but the Indemnified Party may, at its election, participate in the defense of any action or proceeding at its sole cost and expense; provided, however, specifically, that SMI may defend itself against any Indemnification Claim which may affect the business of CMJ going forward. Notwithstanding the foregoing, if there exists a conflict of interest that would make it inappropriate for the same counsel to represent both the Indemnified and Indemnifying Parties, in connection with any Indemnifiable Claim, then the Indemnified Party shall be entitled to retain its own counsel as is reasonably satisfactory to the Indemnifying Party at the Indemnifying Party's expense. In the event that such Indemnified Party seeks indemnification as provided herein, such Indemnified Party shall make available to the Indemnifying Party, at its expense, all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party. Should the Indemnifying Party fail to defend any such Indemnifiable Claim (except for failure resulting from the Indemnified Party's failure to timely give notice of such Indemnifiable claim), then, in addition to any other remedy, the Indemnified Party may settle or defend such action or proceeding through counsel of its own choosing and may recover from the Indemnifying Party the amount of such settlement, demand, or any judgment or decree and all of its costs and expenses, including reasonable fees and disbursements of counsel. Except as permitted in the preceding sentence, the Indemnifying Party shall not be liable for attorneys fees any settlement effected without its written consent, which consent shall not be unreasonably withheld; provided. however, that if such approval is unreasonably withheld, the liability of the Indemnifying Party shall be limited to the amount of the proposed compromise or settlement and expenses incurred by the Indemnified Party prior to amount of the Indemnified Party's giving notice reasonable counsel fees incurred in defending such claim, as permitted by the preceding sentence, at the time such consent is unreasonably withheld. Notwithstanding the preceding sentence, the right of the Indemnified Party to compromise or settle any claim without the prior written consent of the Indemnifying Party shall only be available if a complete release of an Indemnifiable Claimthe Indemnifying Party is contemplated to be part of the proposed compromise or settlement of such third party claim. With The Stockholders shall not agree to any adjustment or adjustments that would increase Tax Liability of SMI, with respect to any assertion period ending after the Closing Date, without the prior written consent of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertionSMI.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If The Indemnified Party shall give the Indemnifying Party prompt written notice of any third party hereto determines claim, demand, assessment, suit or proceeding to seek indemnification which the indemnity set forth in this Article VIII applies which notice shall describe said claim in reasonable detail (the party seeking such indemnification hereinafter referred to as "Indemnification Notice"). Notwithstanding the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third partiesforegoing, the Indemnified Party shall give notice to the Indemnifying Parties within 60 days of the Indemnified Party becoming aware of not have any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered to the Indemnified Party within 20 days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by any third parties party claim shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, unless and, if so, only to the extent that, such the Indemnifying Parties are Party is materially prejudiced thereby; provided. The Indemnifying Party shall have the right to control the defense or settlement of any such action subject to the provisions set forth below in the event such claim solely involves an action for monetary damages and could not affect the Indemnified Party's business going forward, howeverbut the Indemnified Party may, at its election, participate in the defense of any action or proceeding at its sole cost and expense. Notwithstanding the foregoing, if there exists a conflict of interest that would make it inappropriate for the same counsel to represent both the Indemnified Party, on the one hand, and the Indemnifying Party, on the other hand, in connection with any Indemnifiable Claim, then the Indemnified Party shall be entitled to retain its own counsel as is reasonably satisfactory to the Indemnifying Party at the Indemnifying Party's expense. In the event that such Indemnified Party shall seek indemnification as provided herein, such Indemnified Party shall make available to the Indemnifying Party, at its expense, all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party. Should the Indemnifying Party fail to defend any such Indemnifiable Claim (except for failure resulting from the Indemnified Party's failure to timely give notice of such Indemnifiable claim), then, in addition to any other remedy, the Indemnified Party may settle or defend such action or proceeding through counsel of its own choosing and may recover from the Indemnifying Party the amount of such settlement, demand, or any judgment or decree and all of its costs and expenses, including reasonable fees and disbursements of counsel. Except as permitted in the preceding sentence, the Indemnifying Party shall not be liable for attorneys fees any settlement effected without its written consent, which consent shall not be unreasonably withheld; provided, however, if such approval is unreasonably withheld, the liability of the Indemnifying Party shall be limited to the amount of the proposed compromise or settlement and expenses incurred by the Indemnified Party prior to mount of the Indemnified Party's giving notice reasonable counsel fees incurred in defending such claim, as permitted by the preceding sentence, at the time such consent is unreasonably withheld. Notwithstanding the preceding sentence, the right of the Indemnified Party to compromise or settle any claim without the prior written consent of the Indemnifying Party shall only be available if a complete release of an Indemnifiable Claim. With respect the Indemnifying Party is contemplated to any assertion be part of liability by a the proposed compromise or settlement of such third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertionclaim.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any The party hereto determines to seek seeking indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and ") shall give the party against from whom such indemnification is sought is hereinafter referred to as (the "Indemnifying Party") under prompt written notice of any third party claim, demand, assessment, suit or proceeding to which the indemnity set forth in this Article V with respect to Company Indemnifiable Claims where Section 4 applies which notice shall describe said claim in reasonable detail (the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where "Indemnification Notice"). Notwithstanding the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third partiesforegoing, the Indemnified Party shall give notice to the Indemnifying Parties within 60 days of the Indemnified Party becoming aware of not have any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered to the Indemnified Party within 20 days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by any third parties party claim shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, unless and, if so, only to the extent that, such the Indemnifying Parties are Party is materially prejudiced procedurally or prejudiced in any way substantially thereby; provided. The Indemnifying Party shall have the right to control the defense or settlement of any such action subject to the provisions set forth below in the event such claim solely involves an action for monetary damages and could not reasonably be expected to affect the Indemnified Party's business going forward, howeverbut the Indemnified Party may, at its election, participate in the defense of any action or proceeding at its sole cost and expense. Notwithstanding the foregoing, if there exists a conflict of interest in the reasonable judgment of counsel for the Indemnified Party that would make it inappropriate for the same counsel to represent both the Indemnified Party, on the one hand, and the Indemnifying Party, on the other hand, in connection with any Indemnifiable Claim, then the Indemnified Party shall be entitled to retain its own counsel (which shall be a single counsel and any required local counsel) as is reasonably satisfactory to the Indemnifying Party at the Indemnifying Party's expense, but such counsel shall be employed only to deal with matters directly affected by and involving the conflict of interest. In the event that such Indemnified Party shall seek indemnification as provided herein, such Indemnified Party shall make available to the Indemnifying Party, at its expense, all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party. Should the Indemnifying Party fail to defend any such Indemnifiable Claim (except for failure resulting from the Indemnified Party's failure to timely give notice of such Indemnifiable Claim or failure to make the pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control available to the Indemnifying Party, as reasonably required thereby), then, in addition to any other remedy, the Indemnified Party may settle or defend such action or proceeding through counsel of its own choosing and may recover from the Indemnifying Party the amount of such settlement, demand, or any judgment or decree and all of its costs and expenses, including reasonable fees and disbursements of counsel. Except as permitted in the preceding sentence, the Indemnifying Party shall not be liable for attorneys fees any settlement effected without its written consent, which consent shall not be unreasonably withheld; provided, however, if such approval is unreasonably withheld, the liability of the Indemnifying Party shall be limited to the amount of the proposed compromise or settlement and expenses incurred by the Indemnified Party prior to amount of the Indemnified Party's giving notice reasonable counsel fees incurred in defending such claim, as permitted by the preceding sentence, at the time such consent is unreasonably withheld. Notwithstanding the preceding sentence, the right of the Indemnified Party to compromise or settle any claim without the prior written consent of the Indemnifying Party shall only be available if a complete release of an Indemnifiable Claim. With respect the Indemnifying Party is contemplated to any assertion be part of liability by a the proposed compromise or settlement of such third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertionclaim.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto a Buyer Indemnified Party determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Buyer Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party it shall give notice to the Indemnifying Parties Seller within 60 thirty (30) days of the Indemnified Party becoming aware of any such Buyer Indemnifiable Claim or of facts upon which any such Buyer Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Buyer Indemnified Party. In case If any such liability is asserted against the a Buyer Indemnified Party or its affiliatesParty, and the Buyer Indemnified Party notifies the Indemnifying Parties Seller thereof, the Indemnifying Parties Seller will be entitled, if such Indemnifying Parties it so elect elects by written notice delivered to the Buyer Indemnified Party within 20 twenty (20) days after receiving the Buyer Indemnified Party's notice, to assume the defense thereof with counsel reasonably satisfactory to the Buyer Indemnified Party. Notwithstanding the foregoing, (i) the Buyer Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Buyer Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, Party; (ii) the Buyer Indemnified Party shall not have no any obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, ; and (iii) the rights of the Buyer Indemnified Party or its affiliates to be indemnified hereunder in respect of Buyer Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are Seller is materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claimindemnifiable claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto an Indemnified Party determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V IX with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party it shall give notice to the Indemnifying Parties other party (the “Other Party”) within 60 forty-five (45) days of the such Indemnified Party becoming aware of any such Indemnifiable Claim or Claim. Upon receipt of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereofnotice, the Indemnifying Parties will Other Party shall be entitled, if such Indemnifying Parties it so elect elects by written notice delivered to the such Indemnified Party within 20 fifteen (15) days after receiving the such Indemnified Party's notice’s notice (the “Response Period”), to assume the defense thereof of such asserted liability with counsel satisfactory to the such Indemnified Party; provided, however, that if the Other Party assumes such defense, the Other Party shall be deemed to have accepted such claim as a valid Indemnifiable Claim. Notwithstanding the foregoing, : (i) the such Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne payable by such Indemnifying Parties, Indemnified Party; (ii) the such Indemnified Party shall not have no any obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, ; and (iii) the rights of the such Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their its failure to give notice pursuant to the foregoing provisions unless, and, if so, only to the extent that, such Indemnifying Parties are that the Other Party is materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claimsuch failure. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession that is material to any such assertion.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any a party hereto (the "Indemnitee") determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party it shall give notice to the other party (the "Indemnifying Parties Party") within 60 30 days of the Indemnified Party Indemnitee's becoming aware of any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be basedClaim; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified PartyIndemnitee. In case any such liability is asserted against the Indemnified Party or its affiliatesIndemnitee, and the Indemnified Party Indemnitee notifies the Indemnifying Parties Party thereof, the Indemnifying Parties Party will be entitled, if such Indemnifying Parties it so elect elects by written notice delivered to the Indemnified Party Indemnitee within 20 30 days after receiving the Indemnified PartyIndemnitee's notice, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified PartyIndemnitee at all times during the defense of such liability. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates Indemnitee shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless Indemnitee (so long as the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect continues to defend such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, matter); (ii) the Indemnified Party Indemnitee shall not have no any obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, ; and (iii) the rights of the Indemnified Party or its affiliates Indemnitee to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability shall be deemed forfeited by third parties shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, that the Indemnifying Party shall not be liable for attorneys fees and expenses incurred is materially prejudiced by the Indemnified Party prior such failure to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claimgive notice. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make reasonably available to each other all relevant information in their possession material to any such assertion. The Indemnifying Party may not compromise or settle an Indemnifiable Claim without the written consent of the Indemnitee.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto of the Indemnified Persons determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V VI with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") Damage resulting from the assertion of liability by third parties, the such Indemnified Party Person shall give notice to the Indemnifying Parties Nasan, its affiliates or Com21 Israel within 60 30 days of the such Indemnified Party Person becoming aware of any such Indemnifiable Claim Damage, or of facts upon which any such Indemnifiable Claim Damage will be based; the . The notice shall set forth such material information with respect thereto as is then reasonably available to the such Indemnified PartyPerson. In case any such liability is asserted against the an Indemnified Party or its affiliatesPerson, and the such Indemnified Party Person notifies the Indemnifying Parties Nasan, its affiliates or Com21 Israel thereof, the Indemnifying Parties Nasan, its affiliates or Com21 Israel will be entitled, if such Indemnifying Parties it so elect elects by written notice delivered to the such Indemnified Party Person within 20 days after receiving the such Indemnified PartyPerson's notice, to assume the defense thereof with counsel satisfactory to the such Indemnified PartyPerson. Notwithstanding the foregoing, (i) the an Indemnified Party or its affiliates Person shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the such Indemnified Party Person unless the Indemnified Party or Nasan, its affiliates or Com21 Israel has elected not to assume the defense thereof or unless such Indemnified Person shall reasonably determine that there is a conflict of interest between or among the such Indemnified Party or Person and Nasan, its affiliates and any Indemnifying Party or Com21 Israel with respect to such Indemnifiable Claim, Damage in which case the fees and expenses of such counsel will be borne by such Indemnifying PartiesNasan, its affiliates and Com21 Israel, (ii) the such Indemnified Party Person shall not have no any obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the any Indemnified Party or its affiliates Person to be indemnified hereunder in respect of Indemnifiable Claims any Damage resulting from the assertion of liability by third parties shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are Nasan, its affiliates or Com21 Israel is materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claima Damage, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto determines Buyer desires to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company an Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") Claim resulting from the assertion of liability by a third partiesparty (a "Third-Party Claim"), or if Seller desires to seek indemnification under this Article with respect to a matter with respect to which Seller is entitled to indemnification under (S)7.7, below (a "Seller's Indemnifiable Claim"), resulting from a Third-Party Claim, the Party seeking indemnification (the "Indemnified Party Party") shall give notice to the other Party (hereinafter being the "Indemnifying Parties Party") within 60 15 days of the Indemnified Party Party's becoming aware of any such Indemnifiable Claim or of facts upon Third-Party Claim, which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto to such Third-Party Claim as is then reasonably available to the Indemnified Party. In case If any such liability Third-Party Claim is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereofParty of such Third-Party Claim, the Indemnifying Parties will Party shall be entitled, if such Indemnifying Parties it so elect elects by written notice delivered to the Indemnified Party within 20 a reasonable period of time (not to exceed 10 days in any event) after receiving the Indemnified Party's noticenotice (the "Response Period"), to assume the defense thereof of such Third-Party Claim with counsel reasonably satisfactory to the Indemnified Party. Notwithstanding the foregoing, : (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party Third- Party Claim unless such assertion is in writing, and ; (iiiii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties any Third-Party Claim shall not be adversely affected by their its failure to give notice pursuant to the foregoing provisions unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party is prejudiced by such failure; and (iii) each Party shall not be liable for attorneys fees and expenses incurred cooperate at its own expense with any other Party in all ways reasonably requested by such other Party in connection with the Indemnified defense of any such Third-Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable ClaimClaims. With respect to any assertion of liability by a third party Third-Party Claim that results in an Indemnifiable Claima claim for indemnification under this Article, the parties hereto Parties shall make available to each other all relevant information in their possession which is material to any such assertionThird-Party Claim.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If The Indemnified Party will give the Indemnifying Party prompt written notice of any third party hereto determines claim, demand, assessment, suit or proceeding to seek indemnification which the indemnity set forth in Section 8.2 applies, which notice to be effective must describe said claim in reasonable detail (the party seeking such indemnification hereinafter referred to as "Indemnification Notice"). Notwithstanding the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third partiesforegoing, the Indemnified Party shall give notice to the Indemnifying Parties within 60 days of the Indemnified Party becoming aware of not have any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered to the Indemnified Party within 20 days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, writing and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by any third parties party claim shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, unless and, if so, only to the extent that, such the Indemnifying Parties are Party is materially prejudiced thereby; provided. The Indemnifying Party will have the right to control the defense or settlement of any such action subject to the provisions set forth below, howeverbut the Indemnified Party may, at its election, participate in the defense of any action or proceeding at its sole cost and expense. Should the Indemnifying Party shall not be liable fail to defend any such action (except for attorneys fees and expenses incurred by the Indemnified Party prior to failure resulting from the Indemnified Party's giving notice failure to timely give the Indemnification Notice), then, in addition to any other remedy, the Indemnified Party may settle or defend such action or proceeding through counsel of its own choosing and may recover from the Indemnifying Party the amount of an Indemnifiable Claimsuch settlement, demand, or any judgment or decree and all of its costs and expenses, including reasonable fees and disbursements of counsel. With respect The Indemnified Party will not compromise or settle any claim without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld; PROVIDED, HOWEVER, if such approval is unreasonably withheld, the liability of the Indemnified Party will be limited to any assertion the total sum represented in the amount of the proposed compromise or settlement and the amount of the Indemnified Party's reasonable counsel fees incurred in defending such claim, as permitted by the preceding sentence, accrued at the time said approval is unreasonably withheld. Notwithstanding the preceding sentence, the foregoing limitation on the liability by of the Indemnified Party shall only be applicable if (i) a complete release of the Indemnifying Party is contemplated to be part of the proposed compromise or settlement of such third party that results in an Indemnifiable Claim, claim and (ii) the parties hereto shall make available Indemnifying Party withholds its consent to each other all relevant information in their possession material to any such assertioncompromise or settlement.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto determines Care for Kids (hereinafter being an “Indemnified Party”) desires to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company an Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") Claim resulting from the assertion of liability by a third partiesparty (a “Third-Party Claim”), the Indemnified Party it shall give notice to the Sellers and Owners (hereinafter each being an “Indemnifying Parties Party”) within 60 days a reasonable period of time of the Indemnified Party Party’s becoming aware of any such Indemnifiable Claim or of facts upon Third-Party Claim, which any such Indemnifiable Claim will be based; the notice shall set forth a summary of such material information with respect thereto to such Third-Party Claim as is then reasonably available to the Indemnified Party. In case If any such liability Third-Party Claim is asserted against the an Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereofParty of such Third-Party Claim, the Indemnifying Parties will Party shall be entitled, if such the Indemnifying Parties Party so elect elects by written notice delivered to the Indemnified Party within 20 a reasonable period of time (not to exceed 10 business days in any event) after receiving the Indemnified Party's notice’s notice (the “Response Period”), to assume the defense thereof of such Third-Party Claim with counsel reasonably satisfactory to the Indemnified Party. Notwithstanding the foregoing, : (i) the Indemnified Party or its affiliates shall also not have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any Third-Party Claim unless the assertion of liability by a third party unless such assertion with respect thereto is in writing, and ; (iiiii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties any Third-Party Claim shall not be adversely affected by their its failure to give notice pursuant to the foregoing provisions unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party is materially prejudiced by such failure; and (iii) each Party shall not be liable for attorneys fees and expenses incurred cooperate with any other Party in all ways reasonably requested by such other Party in connection with the Indemnified defense of any such Third-Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable ClaimClaims. With respect to any assertion of liability by a third party Third-Party Claim that results in an Indemnifiable Claima claim for indemnification under this Article, the parties hereto Parties shall make available to each other all relevant information in their possession which is material to any such assertionThird-Party Claim.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto the Indemnified Party determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party it shall give notice to the Indemnifying Parties Party within 60 days of the Indemnified Party Party's becoming aware of any such Indemnifiable Claim or of facts upon Claim, which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto to such Indemnifiable Claim as is then reasonably available to the Indemnified Party. In case If any such liability is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereofParty of such liability, the Indemnifying Parties will Party shall be entitled, if such Indemnifying Parties it so elect elects by written notice delivered to the Indemnified Party within 20 15 days after receiving the Indemnified Party's notice, to assume the defense thereof of such asserted liability with counsel reasonably satisfactory to the Indemnified Party. Notwithstanding the foregoing, : (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of payable by the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates Party; and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their its failure to give notice pursuant to the foregoing provisions unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred is materially prejudiced by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claimsuch failure. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto Parties shall make available to each other all relevant information in their possession which is material to any such assertion.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto Buyer, Parent or Seller determines to seek indemnification under this Article VII with respect to Indemnifiable Claims (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party shall give notice to the Indemnifying Parties Party within 60 30 days of the Indemnified Party becoming aware of any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party or its affiliatesParty, and the Indemnified Party notifies the Indemnifying Parties Party thereof, the Indemnifying Parties Party will be entitled, if such Indemnifying Parties it so elect elects by written notice delivered to the Indemnified Party within 20 days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any the Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such the Indemnifying Parties, Party and (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such the Indemnifying Parties are Party is materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any an indemnified party hereto determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under Section 4.2 or this Article V 6 with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") a claim resulting from the ----------- assertion of liability by third parties, the Indemnified Party such indemnified party shall promptly give notice to the Indemnifying Parties within 60 days of the Indemnified Party becoming aware of any such Indemnifiable Claim or indemnifying parties of facts upon which any such Indemnifiable Claim will be claim is based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Partysuch indemnified party. In case any such liability is asserted against the Indemnified Party or its affiliatesindemnified party, and the Indemnified Party indemnified party notifies the Indemnifying Parties indemnifying parties thereof, the Indemnifying Parties indemnifying parties will be entitled, if such Indemnifying Parties indemnifying parties so elect by written notice delivered to the Indemnified Party indemnified party within 20 fifteen days after receiving the Indemnified Partyindemnified party's notice, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Partyindemnified party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates indemnified party shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party indemnified party unless the Indemnified Party or its affiliates shall reasonably determine it is determined that there is a conflict of interest between or among the Indemnified Party or its affiliates indemnified party and any Indemnifying Party indemnifying party with respect to such Indemnifiable Claimclaim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, indemnifying parties and (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates an indemnified party to be indemnified hereunder in respect of Indemnifiable Claims claims resulting from the assertion of liability by third parties shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties indemnifying parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claimindemnifiable claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertionassertion and shall undertake such further cooperation as is reasonably required to defend against such third-party claim.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Seller Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders Seller (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party shall give notice to the Indemnifying Parties within 60 thirty (30) days of the Indemnified Party becoming aware of any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered to the Indemnified Party within 20 fifteen (15) days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys attorneys' fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto the Indemnified Party determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") 6 resulting from the assertion of liability by any third partiesparty (including any Governmental Authority), it shall promptly deliver a certificate to the Indemnifying Party signed by the Indemnified Party shall give notice (a “Claim Notice”) stating that Damages exist with respect to indemnification obligations of the Indemnifying Party set forth in this Article 6, and specifying in reasonable detail the individual items of such Damages included in the amount so stated, the date each such item was paid, accrued or alleged, and the nature of the misrepresentation, breach of warranty, covenant or claim to which such item is related. The failure to promptly notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Parties within 60 days Party demonstrates that the defense of the Indemnified such Third-Party becoming aware of any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to prejudiced by the Indemnified Party’s failure to deliver such Claim Notice promptly as required above, or the Claim Notice is delivered after the expiration of the survival periods set forth in Section 6.1 above. In case If any such liability is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereofParty of such liability in a timely fashion, the Indemnifying Parties will Party shall be entitled, if such Indemnifying Parties it so elect elects by written notice delivered to the Indemnified Party within 20 thirty (30) days after receiving the Indemnified Party's noticeClaim Notice, to assume the defense thereof of such asserted liability with counsel reasonably satisfactory to the Indemnified Party. Notwithstanding , unless the foregoing, (i) Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its financial capacity to assume such defense. If the Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party may participate, at his or its affiliates own expense, in the defense of such Third Party Claim; provided, however, that such Indemnified Party shall also have the right be entitled to employ its own counsel participate in any such case, but the fees and expenses of such defense with separate counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect if so requested by the Indemnifying Party to such Indemnifiable Claim, in which case the fees participate; and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, howeverfurther, that the Indemnifying Party shall not be liable required to pay for attorneys fees and expenses incurred by the more than one such counsel for all Indemnified Parties in connection with any Third Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession that is material to any such assertionassertion and otherwise cooperate in the defense of the Indemnifiable Claim.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any an indemnified party hereto determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V 6 with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") a claim resulting from the assertion of liability by third parties, the Indemnified Party such indemnified party shall promptly give notice to the Indemnifying Parties within 60 days of the Indemnified Party becoming aware of any such Indemnifiable Claim or indemnifying parties of facts upon which any such Indemnifiable Claim will be claim is based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Partysuch indemnified party. In case any such liability is asserted against the Indemnified Party or its affiliatesindemnified party, and the Indemnified Party indemnified party notifies the Indemnifying Parties indemnifying parties thereof, the Indemnifying Parties indemnifying parties will be entitled, if such Indemnifying Parties indemnifying parties so elect by written notice delivered to the Indemnified Party indemnified party within 20 fifteen (15) business days after receiving the Indemnified Partyindemnified party's notice, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Partyindemnified party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates indemnified party shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party indemnified party unless the Indemnified Party or its affiliates indemnified party shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates indemnified party and any Indemnifying Party indemnifying party with respect to such Indemnifiable Claimclaim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, indemnifying parties and (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates an indemnified party to be indemnified hereunder in respect of Indemnifiable Claims claims resulting from the assertion of liability by third parties shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties indemnifying parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claimindemnifiable claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto the Indemnified Party determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V VIII with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party it shall give notice to the Indemnifying Parties Party within 60 days of the Indemnified Party Party's becoming aware of any such Indemnifiable Claim or of facts upon Claim, which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto to such Indemnifiable Claim as is then reasonably available to the Indemnified Party. In case If any such liability is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereofParty of such liability, the Indemnifying Parties will Party shall be entitled, if such Indemnifying Parties it so elect elects by written notice delivered to the Indemnified Party within 20 15 days after receiving the Indemnified Party's notice, to assume the defense thereof of such asserted liability with counsel reasonably satisfactory to the Indemnified PartyParty unless the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its financial capacity to assume such defense. If the Indemnifying Party elects to assume the defense of such asserted liability, the claims made by such third party shall be conclusively established as being within the scope of and subject to the indemnification provisions of this Agreement. Notwithstanding the foregoing, : (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of payable by the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, Party; (ii) the Indemnified Party shall not have no any obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, ; and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their its failure to give notice pursuant to the foregoing provisions unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred is materially prejudiced by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claimsuch failure. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto Parties shall make available to each other all relevant information in their possession which is material to any such assertion.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto the Indemnified Party determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party it shall give notice to the Indemnifying Parties Party within 60 twenty (20) days of the Indemnified Party Party's becoming aware of any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case If any such liability is asserted against the Indemnified Party or its affiliatesParty, and the Indemnified Party notifies the Indemnifying Parties Party thereof, the Indemnifying Parties Party will be entitled, if such Indemnifying Parties it so elect elects by written notice delivered to the Indemnified Party within 20 ten (10) days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, foregoing (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, Party; (ii) the Indemnified Party shall not have no any obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, ; and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claimforegoing. With respect respect. to any assertion of liability by a third party that results in an Indemnifiable Indemnif4able Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto determines CBooks or the Shareholders determine to seek indemnification under this Article VIII with respect to Indemnifiable Claims (the party when seeking such indemnification shall hereinafter be referred to as the "Indemnified PartyINDEMNIFIED PARTY," and the party against whom such indemnification is sought is shall hereinafter be referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable ClaimsINDEMNIFYING PARTY") resulting from the assertion of liability by third parties, the Indemnified Party shall give written notice to the Indemnifying Parties Party within 60 thirty (30) days of the Indemnified Party becoming aware of any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party or its affiliatesParty, and the Indemnified Party notifies the Indemnifying Parties Party thereof, the Indemnifying Parties Party will be entitled, if such Indemnifying Parties it so elect elects by written notice delivered to the Indemnified Party within 20 thirty (30) days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified PartyParty provided that Epstxxx Xxxkxx & Xreen, P.C. shall be deemed satisfactory. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless counsel to the Indemnified Party or its affiliates shall reasonably determine advises the Indemnified Party that there is a conflict of interest between or among the Indemnified Party or its affiliates Shareholders and any Indemnifying Party CBooks with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such the Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writingParty, and (iiiii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such the Indemnifying Parties are Party is materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If The Indemnified Party shall give the Indemnifying Party prompt written notice of any third party hereto determines claim, demand, assessment, suit or proceeding to seek indemnification which the indemnity set forth in this Article IX applies which notice shall describe said claim in reasonable detail (the party seeking such indemnification hereinafter referred to as "Indemnification Notice"). Notwithstanding the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third partiesforegoing, the Indemnified Party shall give notice to the Indemnifying Parties within 60 days of the Indemnified Party becoming aware of not have any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case any such liability is asserted against the Indemnified Party or its affiliates, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered to the Indemnified Party within 20 days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by any third parties party claim shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, unless and, if so, only to the extent that, such the Indemnifying Parties are Party is materially prejudiced thereby; provided. The Indemnifying Party shall have the right to control the defense or settlement of any such action subject to the provisions set forth below in the event such claim solely involves an action for monetary damages and could not affect the Indemnified Party's business going forward, howeverbut the Indemnified Party may, at its election, participate in the defense of any action or proceeding at its sole cost and expense. Notwithstanding the foregoing, if there exists a conflict of interest that would make it inappropriate for the same counsel to represent both the Indemnified Party, on one hand, and the Indemnifying Party, on the other hand, in connection with any Indemnifiable Claim, then the Indemnified Party shall be entitled to retain its own counsel as is reasonably satisfactory to the Indemnifying Party at the Indemnifying Party's expense. In the event that such Indemnified Party shall seek indemnification as provided herein, such Indemnified Party shall make available to the Indemnifying Party, at its expense, all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party. Should the Indemnifying Party fail to defend any such Indemnifiable Claim (except for failure resulting from the Indemnified Party's failure to timely give notice of such Indemnifiable claim), then, in addition to any other remedy, the Indemnified Party may settle or defend such action or proceeding through counsel of its own choosing and may recover from the Indemnifying Party the amount of such settlement, demand, or any judgment or decree and all of its costs and expenses, including reasonable fees and disbursements of counsel. Except as permitted in the preceding sentence, the Indemnifying Party shall not be liable for attorneys fees any settlement effected without its written consent, which consent shall not be unreasonably withheld; PROVIDED, HOWEVER, if such approval is unreasonably withheld, the liability of the Indemnifying Party shall be limited to the amount of the proposed compromise or settlement and expenses incurred by the Indemnified Party prior to amount of the Indemnified Party's giving notice reasonable counsel fees incurred in defending such claim, as permitted by the preceding sentence, at the time such consent is unreasonably withheld. Notwithstanding the preceding sentence, the right of the Indemnified Party to compromise or settle any claim without the prior written consent of the Indemnifying Party shall only be available if a complete release of an Indemnifiable Claimthe Indemnifying Party is contemplated to be part of the proposed compromise or settlement of such third party claim. With Shareholders shall agree to no adjustment or adjustments that would have the effect of increasing Tax liability with respect to any assertion period ending after the Closing Date without obtaining the prior written consent of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertionBuyer and Hi-Rise.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any a claim by a third party hereto determines is made against either of the parties hereto, and if either of such parties intends to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party shall give notice to the Indemnifying Parties within 60 days of the Indemnified Party becoming aware of any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information indemnity with respect thereto as is then reasonably available under this Section 11.4, such party shall promptly notify the other party of such claim. The indemnifying party shall have thirty (30) days after receipt of the above-referenced notice to undertake, conduct and control, through counsel of its own choosing (subject to the Indemnified Party. In case any consent of the indemnified party, such liability is asserted against consent not to be unreasonably withheld or delayed) and at its expense, the Indemnified Party settlement or its affiliatesdefense therefor, and the Indemnified Party notifies the Indemnifying Parties thereof, the Indemnifying Parties will be entitled, if such Indemnifying Parties so elect by written notice delivered to the Indemnified Party within 20 days after receiving the Indemnified Party's notice, to assume the defense thereof indemnified party shall cooperate with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, it in connection therewith; provided that: (i) the Indemnified Party indemnifying party shall not thereby permit to exist any lien, encumbrance or its affiliates other adverse charge upon any asset of any indemnified party; (ii) the indemnifying party shall also have permit the right indemnified party to employ its own participate in such settlement or defense through counsel in any such casechosen by the indemnified party, but provided that the fees and expenses of such counsel shall be borne by the indemnified party; and (iii) the indemnifying party shall agree promptly to reimburse the indemnified party for the full amount of any loss resulting from such claim and all related expenses incurred by the indemnified party within the limits of this Section 11.4 and Section 11.2 or Section 11.3, as the case may be. As long as the indemnifying party is reasonably contesting any such claim in good faith, the indemnified party shall not pay or settle any such claim. Notwithstanding the foregoing, the indemnified party shall have the right to pay or settle any such claim, provided that in such event they shall waive any right to indemnity therefor by the indemnifying party. If the indemnifying party does not notify the indemnified party within thirty days after receipt of the indemnified party's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified party shall have the right to contest, settle or compromise the claim in the exercise of its exclusive discretion at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, (ii) the Indemnified Party shall have no obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such Indemnifying Parties are materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertionindemnifying party.

Procedure for Indemnification with Respect to Third-Party Claims. (a) If any party hereto the Indemnified Party determines to seek indemnification (the party seeking such indemnification hereinafter referred to as the "Indemnified Party" and the party against whom such indemnification is sought is hereinafter referred to as the "Indemnifying Party") under this Article V VIII with respect to Company Indemnifiable Claims where the Indemnified Party is Purchaser or any of its affiliates or Purchaser Indemnifiable Claims where the Indemnified Party is any of the Selling Shareholders (such Claims shall be referred to herein as "Indemnifiable Claims") resulting from the assertion of liability by third parties, the Indemnified Party it shall give notice to the Indemnifying Parties Party within 60 45 calendar days of the Indemnified Party Party's becoming aware of any such Indemnifiable Claim or of facts upon which any such Indemnifiable Claim will be based; the notice shall set forth such material information with respect thereto as is then reasonably available to the Indemnified Party. In case If any such liability is asserted against the Indemnified Party or its affiliatesParty, and the Indemnified Party notifies the Indemnifying Parties Party thereof, the Indemnifying Parties Party will be entitled, if such Indemnifying Parties it so elect elects by written notice delivered to the Indemnified Party within 20 calendar days after receiving the Indemnified Party's notice, to assume the defense thereof with counsel satisfactory to the Indemnified Party. Notwithstanding the foregoing, foregoing (i) the Indemnified Party or its affiliates shall also have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party or its affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnified Party or its affiliates and any Indemnifying Party with respect to such Indemnifiable Claim, in which case the fees and expenses of such counsel will be borne by such Indemnifying Parties, Party; (ii) the Indemnified Party shall not have no any obligation to give any notice of any assertion of liability by a third party unless such assertion is in writing, ; and (iii) the rights of the Indemnified Party or its affiliates to be indemnified hereunder in respect of Indemnifiable Claims resulting from the assertion of liability by third parties shall not be adversely affected by their its failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, such that the Indemnifying Parties are Party is materially prejudiced thereby; provided, however, the Indemnifying Party shall not be liable for attorneys fees and expenses incurred by the Indemnified Party prior to the Indemnified Party's giving notice to the Indemnifying Party of an Indemnifiable Claim. With respect to any assertion of liability by a third party that results in an Indemnifiable Claim, the parties hereto shall make available to each other all relevant information in their possession material to any such assertion.