Common use of Claims for Indemnification Clause in Contracts

Claims for Indemnification. (a) The party seeking indemnification under Sections 13.01 or 13.02 of this Agreement ("Indemnitee") shall give prompt notice to the other party or parties ("Indemnifying Party") of any claim, liability or other circumstance as to which recovery may be sought because of the indemnity set forth in Sections 13.01 or 13.02 and, in the case of a claim for indemnification by Buyer, in addition to all other rights to indemnification, Buyer shall have a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possible, the notice shall describe in reasonable detail the basis for the claim, include an itemized accounting of the claim, and provide a good faith estimate of the amount of the indemnified loss. Within fifteen (15) days after receipt of the notice, the Indemnifying Party shall either disburse funds to the Indemnitee as reimbursement for the amount of the claims or notify the Indemnitee of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld) or enter into any settlement (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such payment.

Claims for Indemnification. (a) The party Whenever any claim shall arise for indemnification under this Article V, Seller or Buyer, as the case may be, seeking indemnification under Sections 13.01 or 13.02 of this Agreement ("Indemnitee") the “Indemnified Party”), shall give prompt notice to notify the other party or parties from whom indemnification is sought in writing ("the “Indemnifying Party"”) of any claim, liability or other circumstance as to which recovery may be sought because the claim within fourteen (14) days of the indemnity set forth in Sections 13.01 or 13.02 receipt of written notice of any such claim and, in when known, the case facts constituting the basis for such claim (an “Indemnification Claim Notice”). In the event of a any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by Buyera third party, in addition to all other rights to indemnificationthe Indemnification Claim Notice shall specify, Buyer shall have a right to setoff if known, the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possible, the notice shall describe in reasonable detail the basis for the claim, include an itemized accounting of the claim, and provide a good faith estimate of the amount of the indemnified lossliability arising therefrom and shall append all legal papers, notices and other documents received in connection therewith. Within fifteen (15) days after receipt The delivery of the notice, Indemnification Claim Notice by the Indemnified Party to the Indemnifying Party within such fourteen (14) day period shall either disburse funds not be a condition precedent to the Indemnitee as reimbursement for the amount any liability of the claims Indemnifying Party under this Agreement, unless such Indemnifying Party has otherwise been prejudiced by the lack of or notify delay in delivering such Indemnification Claim Notice. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the Indemnitee prior written consent of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld) withheld or enter into any delayed if the settlement (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as or judgment includes an unconditional term thereof the giving by the claimant or the plaintiff release to the Indemnitee of a release Indemnified Party from all liability in with respect to such claim, provided, however, that if suit shall have been instituted against the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 5.6 hereof, the Indemnified Party shall have the right to settle or compromise such claim or litigation. If such defense is unsuccessful or abandoned by upon giving reasonable and timely notice to the Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same as provided in good faith and Indemnifying Party's liability shall be conclusively established by any such paymentSection 5.6.

Claims for Indemnification. In the event of the occurrence of any event which any Party asserts is an indemnifiable event pursuant to this Article 8, the Party claiming indemnification (a) The party seeking indemnification under Sections 13.01 or 13.02 of this Agreement (the "IndemniteeIndemnified Party") shall give provide prompt notice to the other party or parties Party required to provide indemnification (the "Indemnifying Party") of any claim), liability or other circumstance as specifying in detail the facts and circumstances with respect to which recovery may be sought because of the indemnity set forth in Sections 13.01 or 13.02 and, in the case of a such claim for indemnification by Buyer, in addition to all other rights to indemnification, Buyer shall have a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possible, the notice shall describe in reasonable detail and the basis for which indemnification is available hereunder. If such event involves the claim, include an itemized accounting claim of the claim, and provide a good faith estimate of the amount of the indemnified loss. Within fifteen (15) days after receipt of the noticeany third party, the Indemnifying Party shall either disburse funds to have the Indemnitee as reimbursement for the amount of the claims or notify the Indemnitee of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes control the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to hold claim; provided, however, that (a) the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Indemnified Party shall not, be entitled to participate in the defense of such claim or any litigation resulting therefromat its own expense, consent to (b) the entry Indemnifying Party shall obtain the prior written approval of any judgment the Indemnified Party (except with the written consent of Indemnitee, which consent approval shall not be unreasonably withheldwithheld or delayed) or enter before entering into any settlement of such claim if, pursuant to or as a result of such settlement, injunctive or other non-monetary relief would be imposed against the Indemnified Party, (except c) the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, and shall assume all expense with respect to the defense or settlement of any claim to the extent such claim seeks an order, injunction or other equitable relief against the Indemnified Party which, if successful, could materially interfere with the business, operations, assets, condition (financial or otherwise) or prospects of the Indemnified Party; provided that the Indemnified Party shall provide written consent notice to the Indemnifying Party of Indemniteeits election to assume control over the defense of such claim pursuant to this Section 8.4 if the Indemnifying Party is entitled but fails to assume control over the defense of a claim as provided in this Section 8.4. If the Indemnified Party assumes control of the defense of a claim as permitted hereunder, the Indemnified Party shall obtain the prior written approval of the Indemnifying Party (which consent approval shall not be unreasonably withheld)withheld or delayed) before entering into any settlement of such claim if, which does not include pursuant to or as an unconditional term thereof a result of such settlement, injunctive or other non-monetary relief would be imposed against the giving by Indemnifying Party. In the claimant or event that the plaintiff Indemnifying Party shall be obligated to indemnify the Indemnified Party pursuant to this Article 8, the Indemnifying Party shall, upon payment of such indemnity in full, be subrogated to all rights of the Indemnified Party with respect to the Indemnitee of a release from all liability in respect claim to which such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such paymentindemnification relates.

Claims for Indemnification. (a) The parties intend that all indemnification claims hereunder be made as promptly as practicable by the party seeking indemnification under Sections 13.01 (the "Indemnified Party") and that in the case of Purchaser all such claims be made pursuant to the terms and provisions of the Escrow Agreement until and including the Termination Date, as defined in the Escrow Agreement. After the Termination Date all such claims of Purchaser, including without limitation pre-Termination Date claims which, on or 13.02 prior to the Termination Date, were admitted as valid pursuant to Escrow Agreement procedures or are or become the subject of an arbitration award in favor of the Indemnified Party but which are not satisfied pursuant to the Escrow Agreement, shall be presented to the Shareholders, and, in the case of all other claims, shall proceed according to the remaining terms and provisions of this Agreement subsection. Whenever any claim shall arise for indemnification hereunder ("Indemnitee") other than a claim to be submitted pursuant to aforesaid terms and provisions), the Indemnified Party shall give prompt notice to promptly notify the other party or parties from whom indemnification is sought (the "Indemnifying Party") of any claim, liability or other circumstance as to which recovery may be sought because of the indemnity set forth in Sections 13.01 or 13.02 claim and, in when known, the facts constituting the basis for such claim. In the case of a any such claim for indemnification by Buyer, hereunder resulting from or in addition to all other rights to indemnification, Buyer shall have connection with any claim or legal proceedings of a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possiblethird party, the notice to the Indemnifying Party shall describe in reasonable detail specify, if known, the basis for the claim, include amount or an itemized accounting of the claim, and provide a good faith estimate of the amount of the indemnified lossliability arising therefrom. Within fifteen (15) days after receipt of the notice, the Indemnifying The Indemnified Party shall either disburse funds not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the Indemnitee as reimbursement for the amount of the claims or notify the Indemnitee prior written consent of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld. If the Indemnifying Party is of the opinion that the Indemnified Party is not entitled to indemnification, or is not entitled to indemnification in the amount claimed in such notice, it shall deliver, within ten (10) or enter into any settlement (except with business days after the receipt of such notice, a written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect objection to such claim and written specifications in reasonable detail of the aspects or litigationdetails objected to, and the grounds for such objection. If the Indemnifying Party shall file timely written notice of objection to any claim for indemnification, the validity and amount of such defense claim shall be determined by arbitration pursuant to subsection 6.12 hereof. If timely notice of objection is unsuccessful not delivered or abandoned if a claim by an Indemnified Party is admitted in writing by an Indemnifying Party or if an arbitration award is made in favor of an Indemnified Party, thenthe Indemnified Party, upon Indemnifying Party's failure as a non-exclusive remedy, shall have the right to pay an set-off the amount sufficient to discharge any of such claim or judgmentaward against any amount yet owed, Indemnitee may pay and settle whether due or to become due, by the same in good faith and Indemnified Party or any subsidiary thereof to any Indemnifying Party's liability shall Party by reason of this Agreement or any agreement or arrangement or contract to be conclusively established by any such paymententered into at the Closing.

Claims for Indemnification. In the event of the occurrence of -------------------------- any event which any party asserts is an indemnifiable event pursuant to this Article VIII, the party claiming indemnification (a) The party seeking indemnification under Sections 13.01 or 13.02 of this Agreement (the "IndemniteeIndemnified Party") shall give provide prompt notice to the other party or parties required to provide indemnification (the "Indemnifying Party") of any claim), liability or other circumstance as specifying in detail the facts and circumstances with respect to which recovery may be sought because of the indemnity set forth in Sections 13.01 or 13.02 and, in the case of a such claim for indemnification by Buyer, in addition to all other rights to indemnification, Buyer shall have a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possible, the notice shall describe in reasonable detail and the basis for which indemnification is available hereunder. If such event involves the claim, include an itemized accounting claim of the claim, and provide a good faith estimate of the amount of the indemnified loss. Within fifteen (15) days after receipt of the notice, any third party the Indemnifying Party shall either disburse funds to have the Indemnitee as reimbursement for the amount of the claims or notify the Indemnitee of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in control the defense or settlement of such claim or litigation resulting therefrom and to hold claim; provided, however, that (a) the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Indemnified Party shall not, be entitled to participate in the defense of such claim or any litigation resulting therefromat its own expense, consent to (b) the entry Indemnifying Party shall obtain the prior written approval of any judgment the Indemnified Party (except with the written consent of Indemnitee, which consent approval shall not be unreasonably withheldwithheld or delayed) or enter before entering into any settlement of such claim if, pursuant to or as a result of such settlement, injunctive or other non-monetary relief would be imposed against the Indemnified Party, (except c) the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, and shall assume all expense with respect to the defense or settlement of any claim to the extent such claim seeks an order, injunction or other equitable relief against the Indemnified Party which, if successful, could materially interfere with the business, operations, assets, condition (financial or otherwise) or prospects of the Indemnified Party, provided that the Indemnified Party shall provide written consent notice to the Indemnifying Party of Indemniteeits election to assume control over the defense of such claim pursuant to this Section 8.04(c), and (d) if the Indemnifying Party is entitled but fails to assume control over the defense of a claim as provided in this Section 8.04, provided that the Damages associated with such claim are covered by the indemnity provisions of this Article VIII, the Indemnified Party shall have the right to defend such claim, provided further that the Indemnified Party shall obtain the prior written approval of the Indemnifying Party (which consent approval shall not be unreasonably withheld)withheld or delayed) before entering into any settlement of such claim if, which does not include pursuant to or as an unconditional term thereof a result of such settlement, injunctive or other non-monetary relief would be imposed against the giving by Indemnifying Party. In the claimant or event that the plaintiff Indemnifying Party shall be obligated to indemnify the Indemnified Party pursuant to this Article VIII, the Indemnifying Party shall, upon payment of such indemnity in full, be subrogated to all rights of the Indemnified Party with respect to the Indemnitee of a release from all liability in respect claim to which such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such paymentindemnification relates.

Claims for Indemnification. In the event of the occurrence of any event which any party asserts is an indemnifiable event pursuant to this Article 7, the party claiming indemnification (a) The party seeking indemnification under Sections 13.01 or 13.02 of this Agreement (the "IndemniteeIndemnified Party") shall give provide prompt notice to the other party or parties required to provide indemnification (the "Indemnifying Party") of any claim), liability or other circumstance as specifying in detail the facts and circumstances with respect to which recovery may be sought because of the indemnity set forth in Sections 13.01 or 13.02 and, in the case of a such claim for indemnification by Buyer, in addition to all other rights to indemnification, Buyer shall have a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possible, the notice shall describe in reasonable detail and the basis for which indemnification is available hereunder. If such event involves the claim, include an itemized accounting claim of the claim, and provide a good faith estimate of the amount of the indemnified loss. Within fifteen (15) days after receipt of the noticeany third party, the Indemnifying Party shall either disburse funds to have the Indemnitee as reimbursement for the amount of the claims or notify the Indemnitee of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in control the defense or settlement of such claim or litigation resulting therefrom and to hold claim; provided, however, that (i) the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Indemnified Party shall not, be entitled to participate in the defense of such claim or any litigation resulting therefromat its own expense, consent to (ii) the entry Indemnifying Party shall obtain the prior written approval of any judgment the Indemnified Party (except with the written consent of Indemnitee, which consent approval shall not be unreasonably withheldwithheld or delayed) or enter before entering into any settlement (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld), such claim which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee Indemnified Party of a complete release from all liability in respect to such claim or litigation. If , (iii) the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, and shall assume all expense with respect to, the defense or settlement of any claim to the extent such claim seeks an order, injunction or other equitable relief against the Indemnified Party which, if successful, could materially interfere with the business, operations, assets, condition (financial or otherwise) or prospects of the Indemnified Party; provided, that, the Indemnified Party shall provide written notice to the Indemnifying Party of its election to assume control over the defense of such claim pursuant to this clause (iii), and (iv) if the Indemnifying Party is unsuccessful entitled to but fails to assume control over the defense of a claim as provided in this Section 8.3, providing that Damages associated with such claim are covered by the indemnity provisions of Section 8.2, the Indemnified Party shall have the right to defend such claim, provided further that the Indemnified Party shall obtain the prior written approval of the Indemnifying Party (which approval shall not be unreasonably withheld or abandoned by delayed) before entering into any settlement of such claim if, pursuant to or as a result of such settlement, injunctive or other non-monetary relief would imposed against the Indemnifying Party. In the event that the Indemnifying Party shall be obligated to indemnify the Indemnified Party pursuant to this Article 7, thenthe Indemnifying Party shall, upon Indemnifying Party's failure payment of such indemnity in full, be subrogated to pay an amount sufficient all rights of the Indemnified Party with respect to discharge any the claim to which such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such paymentindemnification relates.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder, the Indemnified Party shall notify in writing within 30 days (aor such earlier time as might be required to avoid prejudicing the Indemnifying Party's position) of receiving notice of or obtaining actual knowledge of facts constituting the basis of such claim (whichever occurs first), the Indemnifying Party of the claim and, when known, the facts constituting the basis for such claim. The party seeking indemnification under Sections 13.01 or 13.02 failure to notify the Indemnifying Party will not vitiate the right of this Agreement ("Indemnitee") shall give prompt notice the Indemnified Party to indemnity to the other party or parties ("extent the Indemnifying Party") Party is not prejudiced as a result of such failure. In the event of any claimclaim for indemnification, liability or other circumstance as the Indemnified Party shall be entitled to which recovery may be sought because of the indemnity set forth in Sections 13.01 or 13.02 and, full indemnification in the case amount claimed unless, within 30 days after receipt of written notice of a claim for indemnification by Buyer, in addition to all other rights to indemnification, Buyer shall have the Indemnifying Party delivers a right written notice to setoff the amount of said Indemnified Party objecting to the claim against the Holdback Amountfor indemnification, or any portion thereof, otherwise payable by Buyer. To the extent possible, the which notice shall describe specifies in reasonable detail the basis for the claimobjection. If the parties are unable to resolve the dispute within 30 days, include the claim for indemnification shall be settled pursuant to Section 9.7 hereof. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the notice to the Indemnifying Party shall specify, if known, the amount or an itemized accounting of the claim, and provide a good faith estimate of the amount of the indemnified lossliability arising therefrom. Within fifteen (15) days after receipt of the notice, the Indemnifying The Indemnified Party shall either disburse funds not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the Indemnitee as reimbursement for the amount of the claims or notify the Indemnitee prior written consent of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably delayed, conditioned or withheld) or enter into any settlement (except with , unless suit shall have been instituted against the written consent of Indemnitee, which consent Indemnified Party and the Indemnifying Party shall not be unreasonably withheld), which does not include have taken control of such suit after notification thereof as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability provided in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such paymentSection 9.6 below.

Claims for Indemnification. (a) The parties intend that all -------------------------- indemnification claims hereunder be made as promptly as practicable by the party seeking indemnification under Sections 13.01 or 13.02 of this Agreement (the "IndemniteeIndemnified Party") ). Whenever any claim shall give prompt notice to arise for indemnification hereunder, the other Indemnified Party shall promptly notify the party or parties from whom indemnification is sought (the "Indemnifying Party") of any claim, liability or other circumstance as to which recovery may be sought because of the indemnity set forth in Sections 13.01 or 13.02 claim and, in when known, the facts constituting the basis for such claim. In the case of a claim against the Controlling Stockholders, the notification shall be made jointly to the Stockholders identified on the signature page hereof at the address specified under Art. 11.5. In the case of any such claim for indemnification by Buyer, hereunder resulting from or in addition connection to all other rights to indemnification, Buyer shall have any claim or legal proceedings of a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possiblethird party, the notice to the Indemnifying Party shall describe in reasonable detail specify, if known, the basis for the claim, include amount or an itemized accounting of the claim, and provide a good faith estimate of the amount of the indemnified lossliability arising therefrom. Within fifteen The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification, or is not entitled to indemnification in the amount claimed in such notice, it shall deliver, within ten (1510) days Business Days after the receipt of the such notice, a written objection to such claim and written specifications in reasonable detail of the aspects or details objected to, and the grounds for such objection. If the Indemnifying Party shall either disburse funds file timely written notice of objection to any claim for indemnification, the Indemnitee as reimbursement for the validity and amount of the claims or notify the Indemnitee of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited determined by arbitration pursuant to taking all steps necessary Section 11.1 hereof. If timely notice of objection is not delivered, or if a claim by an Indemnified Party is admitted in writing by an Indemnifying Party, or if an arbitration award is made in favor of an Indemnified Party, the defense or settlement Indemnified Party, as a non- exclusive remedy, shall have the right to set-off the amount of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and award against any and all costsamount yet owed, losseswhether due or to become due, damages and liabilities caused by or arising out of any settlement the Indemnified Party or any judgment in connection with such claim or litigation resulting therefrom. subsidiary thereof to any Indemnifying Party shall not, in the defense by reason of such claim this Agreement or any litigation resulting therefrom, consent agreement or arrangement or contract to be entered into at the entry of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld) or enter into any settlement (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such paymentSecond Closing.

Claims for Indemnification. (a) The party Whenever any claim shall arise for indemnification under this Agreement, even if no payment is then due on account thereof, the person or entity seeking indemnification under Sections 13.01 or 13.02 of this Agreement ("Indemnitee"the “Indemnified Party”) shall give prompt notice to notify (the other party or parties “Notice”) the Party against whom indemnification is sought ("the “Indemnifying Party"”) of any claim, liability or other circumstance as to which recovery may be sought because the claim within thirty days after the Indemnified Party has actual knowledge of the indemnity set forth in Sections 13.01 or 13.02 its existence and, in the case of a claim for indemnification by Buyer, in addition to all other rights to indemnification, Buyer shall have a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possiblewhen known, the notice shall describe in reasonable detail facts constituting the basis for such claim. In the claimevent of any Third Party Claim, include the Notice shall specify, if known, the amount or an itemized accounting of the claim, and provide a good faith estimate of the amount of the indemnified lossliability arising therefrom. Within fifteen (15) days after receipt of the notice, the Indemnifying The Indemnified Party shall either disburse funds to not settle or compromise any Third Party Claim without the Indemnitee as reimbursement for the amount of the claims or notify the Indemnitee prior written consent of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld) , conditioned or enter into any settlement (except with delayed, unless suit shall have been instituted against the written consent of Indemnitee, which consent Indemnified Party and the Indemnifying Party shall not be unreasonably withheld), which does not include have taken control of such suit in accordance with Section 11.4 below. With respect to a claim for indemnification arising solely as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee a result of a release from all liability in respect breach of a representation or warranty under this Agreement, the Indemnifying Party shall have a period of thirty days after receipt of the Notice (the “Cure Period”) to remedy such breach of representation or warranty giving rise to such claim or litigation. If such defense claim; provided, however, that if the Indemnifying Party is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay proceeding diligently and settle the same in good faith and to cure such breach of representation or warranty, the Indemnifying Party's liability Party shall be conclusively established by any such paymenthave the right to extend the Cure Period on notice to the Indemnified Party for a period of ninety days following receipt of the Notice. Any breach of representation or warranty remedied within the Cure Period shall not thereafter constitute a basis for a claim of indemnification.

Claims for Indemnification. (a) The Subject to Section 9.4(c) and Section 9.1, whenever any claim arises for indemnification hereunder the party seeking indemnification under Sections 13.01 or 13.02 of this Agreement (the "IndemniteeIndemnified Party") shall give prompt notice to ), will promptly notify the other party or parties from whom indemnification is sought (the "Indemnifying Party") of any claim, liability or other circumstance as to which recovery may be sought because of the indemnity set forth in Sections 13.01 or 13.02 claim and, in when known, the facts constituting the basis for such claim. In the case of a any such claim for indemnification by Buyer, hereunder resulting from or in addition to all other rights to indemnification, Buyer shall have connection with any claim or legal proceedings of a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possiblethird party (a "Third Party Claim"), the notice shall describe in reasonable detail to the basis for Indemnifying Party will specify, if known, the claim, include amount or an itemized accounting of the claim, and provide a good faith estimate of the amount of the indemnified lossliability arising therefrom. Within fifteen (15) days after receipt The Indemnifying Party shall have the right to dispute and defend all Third Party Claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by the Indemnifying Party, and the cost of such defense shall be borne by the noticeIndemnifying Party, except that the Indemnified Party shall have the right to participate in such defense at its own expense, and provided, however that the Indemnifying Party must first acknowledge that the claim is a bona fide indemnification claim under this Agreement. The Indemnified Party shall either disburse funds to the Indemnitee as reimbursement for the amount of the claims or notify the Indemnitee of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes cooperate in all reasonable respects in the defense of any such claim, including making personnel, books, and records relevant to the claim or litigation resulting therefromavailable to the Indemnifying Party, without charge, except for reasonable out-of-pocket expenses. If the obligations of Indemnifying Party hereunder fails to take action within thirty (30) days as set forth above, then the Indemnified Party shall have the right to such claim shall be limited pay, compromise or defend any Third Party Claim and to taking all steps necessary in assert the amount of any payment on the Third Party Claim plus the reasonable expenses of defense or settlement of such claim or litigation resulting therefrom and to hold as the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefromclaim. Indemnifying The Indemnified Party shall notalso have the right, exercisable in good faith, to take such action as may be necessary to avoid a default prior to the assumption of the defense of such claim the Third Party Claim by the Indemnifying Party, and any reasonable expenses incurred by Indemnified Party so acting shall be paid by the Indemnifying Party. Except as otherwise provided herein, the Indemnified Party will not settle or compromise any litigation resulting therefrom, consent Third Party Claim for which it is entitled to indemnification hereunder without the entry of any judgment (except with the prior written consent of Indemniteethe Indemnifying Party, which consent shall will not be unreasonably withheld) or enter into any settlement (except with the written consent of Indemnitee, which consent shall not . The parties intend that all indemnification claims be unreasonably withheld), which does not include made as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such paymentpromptly as practicable.

Claims for Indemnification. (a) The party seeking Whenever any claim shall arise for indemnification under Sections 13.01 this Section 9, FOCUS or 13.02 of this Agreement the Surviving Corporation, on the one hand or TView and/or the Stockholders, on the other hand, as the case may be (the party or parties seeking such indemnification, the "IndemniteeIndemnified Party") ), shall give prompt notice to promptly notify the other party or parties hereto (the "Indemnifying Party") in writing (the "Indemnification Notice") of the claim and, when known, the facts constituting the basis for such claim (including all relevant documentation). In the event of any claim, liability or other circumstance as to which recovery may be sought because of the indemnity set forth in Sections 13.01 or 13.02 and, in the case of a such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by Buyera third party (a "Third Party Claim"), in addition to all other rights to indemnificationthe Indemnification Notice shall specify, Buyer shall have a right to setoff if known, the amount or an estimate of the amount of said the liability arising therefrom. In the event that any claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possiblefor indemnification involves a matter other than a Third Party Claim, the Indemnifying Party shall have thirty (30) days from receipt of the Indemnification Notice to object to such claim by delivery of a written notice shall describe of such objection to the Indemnified Party specifying in reasonable detail the basis for the claim, include an itemized accounting such objection. Failure to timely to so object shall constitute a final and binding acceptance of the claimClaim for Indemnification by the Indemnifying Party and the claim shall be paid in accordance with Section 9.05 hereof. If an objection is timely interposed by the Indemnifying Party and the dispute is not resolved within twenty (20) business days from the date (such period is hereinafter referred to as the "Negotiation Period") the Indemnified Party receives such objection, and provide such dispute shall be resolved by arbitration in accordance with the provisions of Section 10 hereof. The Indemnified Party shall not settle or compromise any claim by a good faith estimate third party for which it is entitled to indemnification hereunder without the prior written consent, which shall not be unreasonably withheld or delayed, of the amount Indemnifying Party; provided, that the Stockholders' Representative shall have the sole authority to act on behalf of the indemnified loss. Within fifteen (15) days after receipt Stockholders and shall have the power and authority to bind all of the noticeStockholders; and further, provided, however, that if suit shall have been instituted against the Indemnified Party and the Indemnifying Party shall either disburse funds to the Indemnitee as reimbursement for the amount not have taken control of the claims or notify the Indemnitee of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action suit within fifteen ten (1510) days after notification thereof, the Indemnified Party shall have the right to settle or compromise such claim upon giving notice thereof shall be deemed a waiver by to the Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary provided in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld) or enter into any settlement (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such paymentSubsection 9.04.

Claims for Indemnification. (a) The Except as provided for in Section 8.4(b), whenever any claim shall arise for indemnification hereunder, the party seeking entitled to indemnification under Sections 13.01 or 13.02 of this Agreement ("Indemnitee"the “Indemnified Party”) shall give prompt notice promptly notify the party obligated to provide indemnification (the other party or parties ("“Indemnifying Party"”) of any claim, liability or other circumstance as to which recovery may be sought because in writing of the indemnity set forth in Sections 13.01 or 13.02 claim and, in the case of a claim for indemnification by Buyer, in addition to all other rights to indemnification, Buyer shall have a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possiblewhen known, the notice shall describe in reasonable detail facts constituting the basis for such claim; provided, however, that the claim, include an itemized accounting failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligation hereunder to the claim, and provide extent such failure does not materially prejudice the Indemnifying Party (it being agreed that the inability to defend a good faith estimate of the claim which gives rise to any obligation to pay any monetary amount of any kind shall be considered to prejudice such Indemnifying Party). In the indemnified loss. Within fifteen (15) days after receipt event of any claim or demand asserted against the noticeIndemnified Party by a third party upon which the Indemnified Party may claim indemnification, the Indemnifying Party shall either disburse funds give written notice to the Indemnitee as reimbursement for Indemnified Party within 15 days after receipt of notice of such indemnification claim from the amount of the claims or notify the Indemnitee of Indemnified Party indicating whether the Indemnifying Party's intent Party intends to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Party shall not, in assume the defense of such claim or any litigation resulting therefromdemand. Notwithstanding such assumption, consent the Indemnified Party shall have the right to participate in such defense, by written notice given to the entry Indemnifying Party within 15 days from the date of any judgment the Indemnifying Party’s notice, provided that such participation shall be at the expense of the Indemnified Party unless there is a conflict of interest between the Indemnified Party and the Indemnifying Party or different defenses are available to the Indemnified Party, in which case the cost of such participation (except with including attorneys fees for counsel selected by the written Indemnified Party) shall be reimbursed by the Indemnifying Party. If the Indemnifying Party assumes the defense and the Indemnified Party does not participate, the Indemnifying Party shall have the right fully to control and to settle the proceeding. If the Indemnified Party elects to participate in such defense, the parties shall cooperate in the defense of the proceeding, and shall not settle the same without the consent of Indemniteeeach, which consent shall not be unreasonably withheld) or enter into any settlement . If the Indemnifying Party elects not to assume the defense, the Indemnified Party shall have the right to do so (except with at the written consent expense of Indemnitee, which consent shall not be unreasonably withheldthe Indemnifying Party), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee and may pay and settle the same in good faith and without the consent of the Indemnifying Party's liability shall be conclusively established by any such payment.

Claims for Indemnification. Whenever any claim shall arise for -------------------------- indemnification under this Section 10, the Buyer, the Stockholders or the Company, as the case may be (a) The the party seeking such indemnification under Sections 13.01 or 13.02 of this Agreement (being the "IndemniteeIndemnified Party") ), shall give prompt notice to promptly notify the other party or parties hereto (the "Indemnifying Party") in writing (the "Indemnification Notice") of the claim, which writing shall include the facts constituting the basis for such claim, the specific section of this Agreement upon which the claim is based and an estimate, if possible, of the amount of damages suffered by the Indemnified Party. In the event of any claim, liability or other circumstance as to which recovery may be sought because of the indemnity set forth in Sections 13.01 or 13.02 and, in the case of a such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by Buyera third party (a "Third Party Claim"), in addition to all other rights to indemnificationthe Indemnification Notice shall specify, Buyer shall have a right to setoff if known, the amount or an estimate of the amount of said the liability arising therefrom and shall attach all correspondence and demands from such third party. In the event that any claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possiblefor indemnification involves a matter other than a Third Party Claim, the Indemnifying Party shall have thirty (30) days from receipt of the Indemnification Notice to object to such claim by delivery of a written notice shall describe of such objection to the Indemnified Party specifying in reasonable detail the basis for the claim, include an itemized accounting such objection. Failure to timely object shall constitute a final and binding acceptance of the claimclaim for indemnification by the Indemnifying Party and the claim shall be paid in accordance with Section 10.5 hereof. If an objection is timely interposed by the Indemnifying Party and the dispute is not resolved within twenty (20) business days from the date (such period is hereinafter referred to as the "Negotiation Period") the Indemnified Party receives such objection, and provide such dispute shall be resolved by arbitration in accordance with the provisions of Section 13 hereof. The Indemnified Party shall not settle or compromise any claim by a good faith estimate third party for which it is entitled to indemnification hereunder without the prior written consent, which shall not be unreasonably withheld or delayed, of the amount of Indemnifying Party; provided, however, that if suit shall have been instituted against the indemnified loss. Within fifteen (15) days after receipt of the notice, -------- ------- Indemnified Party and the Indemnifying Party shall either disburse funds not have taken control of such suit within ten (10) days after notification thereof, the Indemnified Party shall have the right to settle or compromise such claim upon giving notice to the Indemnitee Indemnifying Party, so long as reimbursement for the amount of the claims or notify the Indemnitee such settlement includes a release of the Indemnifying Party's intent to dispute Party from the claim. Failure by Indemnifying Third Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld) or enter into any settlement (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such paymentClaim.

Claims for Indemnification. (a) The party 9.3.1 A Party seeking indemnification under Sections 13.01 or 13.02 of this Agreement Article 9 ("Indemnitee"an “Indemnified Party”) shall give prompt notice written notification to the other party or parties Party from whom indemnification is sought ("the “Indemnifying Party"”) of the commencement of any claim, liability or other circumstance as to Action for which recovery indemnification may be sought because or, if earlier, upon the assertion of any such Action by a Third Party (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of an Action as provided in this Section 9.3.1 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement, except and only to the extent that such Indemnifying Party is actually prejudiced as a result of such failure to give notice). 9.3.2 Within after delivery of such notification, the Indemnifying Party may, upon notice thereof to the Indemnified Party, assume control of the indemnity set forth in Sections 13.01 or 13.02 anddefense of such Action using counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party does not assume control of such defense, in the case Indemnified Party shall control such defense. The assumption of a claim defense by the Indemnifying Party shall not be deemed an admission that the Indemnifying Party has an obligation to defend, indemnify or hold harmless an Indemnified Party from and against any Losses from an Action. If the Indemnifying Party assumes and conducts the defense of an Action as provided above, and if it is ultimately determined pursuant to Section 12.7 that the Indemnifying Party was not obligated to indemnify, defend, or hold harmless an Indemnified Party from and against any Losses from such Action, the Indemnified Party shall reimburse the Indemnifying Party for indemnification any and all reasonable and verifiable out-of-pocket costs and expenses (including reasonable attorneys’ and experts’ fees and costs and expenses) incurred by Buyer, the Indemnifying Party in addition to connection with defending such Action and all other rights to indemnification, Buyer shall have a right to setoff Losses paid by the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possible, the notice shall describe in reasonable detail the basis for the claim, include an itemized accounting Indemnifying Party on behalf of the claimIndemnified Party in connection with such Action. 9.3.3 The Party not controlling such defense may participate therein at its own expense; provided that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party and provide a good faith estimate of the amount of the indemnified loss. Within fifteen (15) days after receipt of the noticeIndemnified Party have conflicting interests with respect to such Action, the Indemnifying Party shall either disburse funds be responsible for the reasonable fees, costs and expenses of counsel to the Indemnitee as reimbursement for the amount of the claims or notify the Indemnitee of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Indemnified Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment solely in connection with such claim or litigation resulting therefrom. Indemnifying Party shall nottherewith; provided, further, however, that in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld) or enter into any settlement (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such payment.no event

Claims for Indemnification. (a) The parties intend that all indemnification claims hereunder be made as promptly as practicable by the party seeking indemnification under Sections 13.01 (the “Claimant”). Whenever any claim arises for indemnification hereunder the Claimant will promptly notify the party from whom indemnification is sought (the “Indemnifying Party”) of the claim and, when known, the facts constituting the basis for such claim. In the case of any such claim for indemnification hereunder resulting from or 13.02 in connection with any claim or legal proceedings of this Agreement a third party ("Indemnitee") shall give prompt a “Third Party Claim”), the notice to the other party or parties ("Indemnifying Party") of any claimParty will specify, liability or other circumstance as to which recovery may be sought because of the indemnity set forth in Sections 13.01 or 13.02 andif known, in the case of a claim for indemnification by Buyer, in addition to all other rights to indemnification, Buyer shall have a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possible, the notice shall describe in reasonable detail the basis for the claim, include an itemized accounting of the claim, and provide a good faith estimate of the amount of the indemnified lossliability arising therefrom. Within fifteen (15) days after receipt The Indemnifying Party shall have the right to dispute and defend all Third Party Claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by the Indemnifying Party, and the cost of such defense shall be borne by the noticeIndemnifying Party, except that the Claimant shall have the right to participate in such defense at its own expense; and provided, however that the Indemnifying Party must first acknowledge that the claim is a bona fide indemnification claim under this Agreement. The Claimant shall either disburse funds to the Indemnitee as reimbursement for the amount of the claims or notify the Indemnitee of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes cooperate in all reasonable respects in the defense of any such claim, including making personnel, books, and records relevant to the claim available to the Indemnifying Party, without charge, except for reasonable out-of-pocket expenses. If the Indemnifying Party fails to take action within thirty (30) days as set forth above, then the Claimant shall have the right to pay, compromise or litigation resulting therefromdefend any Third Party Claim and to assert the amount of any payment on the Third Party Claim plus the reasonable expenses of defense or settlement as the claim. The Claimant shall also have the right, exercisable in good faith, to take such action as may be necessary to avoid a default prior to the assumption of the defense of the Third Party Claim by the Indemnifying Party, and any reasonable expenses incurred by Claimant in so acting shall be paid by the Indemnifying Party. Except as otherwise provided herein, the obligations Claimant will not settle or compromise any Third Party Claim for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which will not be unreasonably withheld. If the Indemnifying Party hereunder as is of the opinion that the Claimant is not entitled to indemnification, or is not entitled to indemnification in the amount claimed in such notice, it will deliver, within twenty (20) business days after the receipt of such notice, a written objection to such claim shall be limited and written specifications in reasonable detail of the aspects or details objected to, and the grounds for such objection. If timely notice of objection is not delivered or if a claim by an Claimant is admitted in writing by an Indemnifying Party, the Claimant, as a non-exclusive remedy, will have the right to taking all steps necessary in set-off the defense or settlement amount of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and award against any and amount yet owed, whether due or to become due, by the Claimant or any subsidiary thereof to any Indemnifying Party by reason of this Agreement or any agreement or arrangement or contract to be entered into at the Closing. If the Indemnifying Party shall be obligated to indemnify the Indemnified Party pursuant to this Article 9, the Indemnifying Party shall, upon payment of such indemnity in full, be subrogated to all costsrights of the Indemnified Party with respect to the Damages to which such indemnification relates; provided, losseshowever, damages and liabilities caused by or arising out that the Indemnifying Party shall be subrogated only to the extent of any settlement or any judgment amount paid by it pursuant to this Article 9 in connection with such claim or litigation resulting therefrom. Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld) or enter into any settlement (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such paymentDamages.

Claims for Indemnification. (a) The party seeking Whenever any claim shall arise for indemnification under Sections 13.01 this Section 8, GreenMan on the one hand or 13.02 of this Agreement Xxxxxxx, on the other hand, as the case may be (the party or parties seeking such indemnification, the "IndemniteeIndemnified Party") ), shall give prompt notice to promptly notify the other party or parties hereto (the "Indemnifying Party") in writing (the "Indemnification Notice") of the claim and, when known, the facts constituting the basis for such claim (including all relevant documentation). In the event of any claim, liability or other circumstance as to which recovery may be sought because of the indemnity set forth in Sections 13.01 or 13.02 and, in the case of a such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by Buyera third party (a "Third Party Claim"), in addition to all other rights to indemnificationthe Indemnification Notice shall specify, Buyer shall have a right to setoff if known, the amount or an estimate of the amount of said the liability arising therefrom. In the event that any claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possiblefor indemnification involves a matter other than a Third Party Claim, the Indemnifying Party shall have sixty (60) days from receipt of the Indemnification Notice to object to such claim by delivery of a written notice shall describe of such objection to the Indemnified Party specifying in reasonable detail the basis for the claim, include an itemized accounting such objection. Failure to timely to so object shall constitute a final and binding acceptance of the claimClaim for Indemnification by the Indemnifying Party and the claim shall be paid in accordance with Section 8.05 hereof. If an objection is timely interposed by the Indemnifying Party and the dispute is not resolved within twenty (20) business days from the date (such period is hereinafter referred to as the "Negotiation Period") the Indemnified Party receives such objection, and provide such dispute shall be resolved by arbitration in accordance with the provisions of Section 9 hereof. The Indemnified Party shall not settle or compromise any claim by a good faith estimate third party for which it is entitled to indemnification hereunder without the prior written consent, which shall not be unreasonably withheld or delayed, of the amount of Indemnifying Party; provided, however, that if suit shall have been instituted against the indemnified loss. Within fifteen (15) days after receipt of the notice, Indemnified Party and the Indemnifying Party shall either disburse funds to the Indemnitee as reimbursement for the amount not have taken control of the claims or notify the Indemnitee of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action suit within fifteen ten (1510) days after notification thereof, the Indemnified Party shall have the right to settle or compromise such claim upon giving notice thereof shall be deemed a waiver by to the Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary provided in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld) or enter into any settlement (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such paymentSubsection 8.04.

Claims for Indemnification. (a) The Whenever any claim shall arise for indemnification hereunder, the party seeking indemnification under Sections 13.01 or 13.02 hereunder (the “Indemnified Party”) shall notify in writing promptly the party from which indemnification is sought (the “Indemnifying Party”) of the claim and, when known, the facts constituting the basis for such claim, including the provisions of this Agreement ("Indemnitee") pursuant to which such Indemnified Party claims to be entitled to indemnification hereunder. The failure to notify the Indemnifying Party shall give prompt notice not vitiate the right of the Indemnified Party to indemnity to the other party or parties ("extent the Indemnifying Party") Party is not prejudiced as a result of such failure. In the event of any claimclaim for indemnification, liability or other circumstance as the Indemnified Party shall be entitled to which recovery may be sought because of the indemnity set forth in Sections 13.01 or 13.02 and, full indemnification in the case amount claimed unless, within 30 days after receipt of written notice of a claim for indemnification by Buyer, in addition to all other rights to indemnification, Buyer shall have the Indemnifying Party delivers a right written notice to setoff the amount of said Indemnified Party objecting to the claim against the Holdback Amountfor indemnification, or any portion thereof, otherwise payable by Buyer. To the extent possible, the which notice shall describe specifies in reasonable detail the basis for the claimobjection. If the parties are unable to resolve the dispute within 30 days, include the claim for indemnification shall be submitted to arbitration in the manner specified in Section 9.8 hereof. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the notice to the Indemnifying Party shall specify, if known, the amount or an itemized accounting of the claim, and provide a good faith estimate of the amount of the indemnified lossliability arising therefrom. Within fifteen (15) days after receipt The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the noticeIndemnifying Party, unless suit shall have been instituted against the Indemnified Party and the Indemnifying Party shall either disburse funds to the Indemnitee as reimbursement for the amount of the claims or notify the Indemnitee of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in the defense or settlement not have taken control of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment suit after notification thereof as provided in connection with such claim or litigation resulting therefrom. Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld) or enter into any settlement (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such paymentSection 9.7 below.

Claims for Indemnification. (a) The party seeking In order to seek indemnification under Sections 13.01 or 13.02 of this Agreement ("Indemnitee") Section 7.2, Parent shall give prompt notice deliver an Officer’s Certificate to the other party Stockholder Representative and the Indemnification Escrow Agent at any time on or parties before 11:59 p.m. ("Indemnifying Party"EST) on the Survival Date; provided, however, Parent may seek indemnification for a breach of any claim, liability or other circumstance as to which recovery may be sought because a representation and warranty of the indemnity Company contained in Section 2.2 and Section 2.11 hereof following the expiration of the Indemnification Escrow Period by delivering an Officer’s Certificate to the Stockholder Representative on or before the expiration of the applicable statute of limitations. Unless the Stockholder Representative shall have delivered an Objection Notice pursuant to Section 7.4(c) hereof, the Indemnification Escrow Agent shall promptly, and in no event later than the thirty-first (31st) day after its receipt of the Officer’s Certificate, deliver to the Indemnified Party from the Indemnification Escrow Fund an amount equal to the Loss set forth in Sections 13.01 or 13.02 andsuch Officer’s Certificate. Any payment from the Indemnification Escrow Fund to Indemnified Parties shall be made in cash, in and shall be deemed to have been made pro rata amongst the case Escrow Participants based on their respective Pro Rata Portions of the Indemnification Escrow Amount. For the purposes hereof, “Officer’s Certificate” shall mean a claim for indemnification certificate signed by Buyerany officer of Parent: (1) stating that an Indemnified Party has paid, in addition to all other rights to indemnificationsustained, Buyer shall have a right to setoff the amount of said claim against the Holdback Amountincurred, or any portion thereofproperly accrued, otherwise payable by Buyer. To the extent possibleor reasonably anticipates that it will have to pay, the notice shall describe sustain, incur, or accrue Losses, and (2) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid, sustained, incurred, or properly accrued, or the basis for such anticipated liability, and the claim, include an itemized accounting nature of the claimmisrepresentation, and provide a good faith estimate breach of the amount of the indemnified loss. Within fifteen (15) days after receipt of the notice, the Indemnifying Party shall either disburse funds warranty or covenant to the Indemnitee as reimbursement for the amount of the claims or notify the Indemnitee of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any which such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld) or enter into any settlement (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense item is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such paymentrelated.

Claims for Indemnification. (a) The party seeking A Person entitled to indemnification under Sections 13.01 or 13.02 of this Agreement Article 9 (an "IndemniteeINDEMNIFIED PARTY") shall give prompt notice written notification to the other party or parties Person from whom indemnification is sought (the "Indemnifying PartyINDEMNIFYING PARTY") of the commencement of any claimaction, liability suit or other circumstance as proceeding relating to a Third Party claim for which recovery indemnification may be sought because or, if earlier, upon the assertion of any such claim by a Third Party (it being understood and agreed, however, that the indemnity set forth in Sections 13.01 or 13.02 and, in the case failure by an Indemnified Party to give notice of a Third-Party claim for as provided in this Section 9.3 shall not relieve the Indemnifying Party of its indemnification by Buyer, in addition obligation under this Agreement except and only to all other rights to indemnification, Buyer shall have a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possible, the notice shall describe in reasonable detail the basis for the claim, include an itemized accounting that such Indemnifying Party is actually damaged as a result of the claim, and provide a good faith estimate of the amount of the indemnified losssuch failure to give notice). Within fifteen thirty (1530) days after receipt delivery of the noticesuch notification, the Indemnifying Party shall either disburse funds may, upon written notice thereof to the Indemnitee as reimbursement for the amount Indemnified Party, assume control of the claims defense of such Third Party claim with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party does not assume control of such defense, the Indemnified Party shall control such defense. The Party not controlling such defense may participate therein at its own expense. The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or notify claim and the Indemnitee defense thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld) , delayed or enter into conditioned. The Indemnifying Party shall not agree to any settlement (except of such action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from all liability with respect thereto or that imposes any liability or obligation on the Indemnified Party without the prior written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Indemnified Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such payment.

Claims for Indemnification. (a) The party seeking indemnification under Sections 13.01 or 13.02 of this Agreement ("Indemnitee") shall give prompt notice to Each Party will notify the other party or parties ("Indemnifying Party") of any claim, liability or other circumstance as to which recovery may be sought because of the indemnity set forth Party in Sections 13.01 or 13.02 and, in the case writing if it becomes aware of a claim for which such Party may seek indemnification by Buyerhereunder. If any Action (including any governmental investigation) is instituted against a Party with respect to which indemnity may be sought pursuant to Section 10.1 or Section 10.2, in addition to all other rights to indemnificationas applicable, Buyer shall have a right to setoff such Party (the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possible, the “Indemnified Party”) will give prompt written notice shall describe in reasonable detail the basis for the claim, include an itemized accounting of the claim, indemnity claim to the other Party (the “Indemnifying Party”) and provide a good faith estimate of the amount of the indemnified loss. Within fifteen (15) days after receipt of the notice, the Indemnifying Party shall either disburse funds with a copy of any complaint, summons or other written notice that the Indemnified Party receives in connection with any such claim. An Indemnified Party’s failure to deliver such written notice will relieve the Indemnifying Party of liability to the Indemnitee Indemnified Party under Section 10.1 or Section 10.2, as reimbursement for applicable, only to the amount of the claims or notify the Indemnitee of extent such delay is prejudicial to the Indemnifying Party's intent ’s ability to dispute the defend such claim. Failure by Provided that the Indemnifying Party is not contesting the indemnity obligation, the Indemnified Party will permit the Indemnifying Party to notify Indemnitee of its election to defend control any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as relating to such claim shall be limited to taking all steps necessary in and the defense or settlement disposition of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any negotiated settlement or otherwise (subject to this Section 10.3) and any judgment failure to contest such obligation prior to assuming control will be deemed to be an admission of the obligation to indemnify. The Indemnifying Party will act reasonably and in connection good faith with respect to all matters relating to such claim and will not settle or litigation resulting therefrom. otherwise resolve such claim without the Indemnified Party’s prior written consent, unless such settlement or resolution involves only the payment of monetary awards for which the Indemnifying Party shall notwill be fully responsible. If the Indemnified Party has a consent right under the foregoing sentence, in the defense of then such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall will not be unreasonably withheld, conditioned or delayed and it will be reasonable to withhold, condition or delay such consent if such compromise or settlement involves (a) any admission of legal wrongdoing by the Indemnified Party, (b) any payment by the Indemnified Party that is not indemnified under this Agreement, or enter into (c) the imposition of any settlement (except equitable relief against the Indemnified Party. The Indemnified Party will reasonably cooperate with the written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof Indemnifying Party in the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Party’s defense of any claim for which indemnity is sought under this Agreement, then, upon at the Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay ’s cost and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such paymentexpense.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder, the Purchasers shall promptly (aand in no event more than 120 days after the later to occur of incurring the Damages or discovering the facts giving rise to the claim) The party seeking notify the Indemnifying Party of the claim and, when known, the facts constituting the basis for such claim; provided that the Purchasers' failure to give such notice shall not affect any rights or remedies of the Purchasers hereunder with respect to indemnification under Sections 13.01 for Damages except to the extent that the Indemnifying Party is materially prejudiced thereby. In the event of any claim for indemnification hereunder resulting from or 13.02 of this Agreement ("Indemnitee") shall give prompt in connection with any claim or legal proceedings by a third party, the notice to the other party or parties ("Indemnifying Party") of any claimParty shall specify, liability or other circumstance as to which recovery may be sought because of the indemnity set forth in Sections 13.01 or 13.02 andif known, in the case of a claim for indemnification by Buyer, in addition to all other rights to indemnification, Buyer shall have a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possible, the notice shall describe in reasonable detail the basis for the claim, include an itemized accounting of the claim, and provide a good faith estimate of the amount of the indemnified lossliability arising therefrom. Within fifteen (15) days after receipt The Purchasers shall not settle or compromise any claim by a third party for which they are entitled to indemnification hereunder, without the prior written consent of the notice, the Indemnifying Party shall either disburse funds to the Indemnitee as reimbursement for the amount of the claims or notify the Indemnitee of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld) or enter into any settlement (except with unless suit shall have been instituted against them and the written consent of Indemnitee, which consent Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 8.3 of this Agreement. Any party who is required to hold harmless, indemnify, compensate or reimburse any Purchaser pursuant to this Section 8 with respect to any Damages also shall be unreasonably withheld), liable to such Purchaser for interest on the amount of such Damages (for the period commencing as of the date on which does not include as an unconditional term thereof such Damages were incurred and ending on the giving date on which the liability of such party to such Investor is fully satisfied by the claimant or the plaintiff such party) at a floating rate equal to the Indemnitee sum of a release (a) the rate of interest publicly announced by Bank of America, N.T. & S.A., or any successor thereto, from all liability in respect time to such claim time as its prime, base or litigation. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such paymentreference rate plus (b) four percent (4%).

Claims for Indemnification. (a) The party seeking A person entitled to indemnification under Sections 13.01 or 13.02 of this Agreement Section 10.1 ("Indemnitee"an “Indemnified Party”) shall give prompt notice written notification to the other party or parties Party from whom indemnification is sought ("the “Indemnifying Party"”) of the commencement of any claimaction, liability suit or other circumstance as proceeding relating to a Third Party claim for which recovery indemnification may be sought because or, if earlier, upon the assertion of any such claim by a Third Party (it being understood and agreed, however, that the indemnity set forth in Sections 13.01 or 13.02 and, in the case failure by an Indemnified Party to give notice of a Third Party claim for as provided in this Section 10.1(c) shall not relieve the Indemnifying Party of its indemnification by Buyer, in addition obligation under this Agreement except and only to all other rights to indemnification, Buyer shall have a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possible, the notice shall describe in reasonable detail the basis for the claim, include an itemized accounting that such Indemnifying Party is actually damaged as a result of the claim, and provide a good faith estimate of the amount of the indemnified losssuch failure to give notice). Within fifteen (15) days after receipt of the noticeUpon such notification, the Indemnifying Party shall either disburse funds assume control of the defense of such action, suit, proceeding or claim with counsel reasonably satisfactory to the Indemnitee as reimbursement Indemnified Party. The Indemnified Party may participate therein at its own expense; provided that, if the Indemnifying Party assumes control of such defense and the Indemnifying Party reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, the Indemnifying Party shall be responsible for the amount reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith; provided, however, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one (1) counsel for all Indemnified Parties. The Indemnifying Party shall keep the Indemnified Party advised of the claims status of such action, suit, proceeding or notify claim and the Indemnitee defense thereof and shall consider reasonable recommendations made by the Indemnified Party with respect thereto. The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld) , delayed or enter into conditioned. The Indemnifying Party shall not agree to any settlement (except with of such action, suit, proceeding or claim or consent to any judgment in respect thereof that imposes any liability or obligation on the Indemnified Party without the prior written consent of Indemniteethe Indemnified Party, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant delayed or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such paymentconditioned.

Claims for Indemnification. (a) The party seeking A person entitled to indemnification under Sections 13.01 or 13.02 of this Agreement Section 8.1 ("Indemnitee"an “Indemnified Party”) shall give prompt notice written notification to the other party or parties person from whom indemnification is sought ("the “Indemnifying Party"”) of the commencement of any claimaction, liability suit or other circumstance as proceeding relating to a Third Party claim for which recovery indemnification may be sought because or, if earlier, upon the assertion of any such claim by a Third Party (it being understood and agreed, however, that the indemnity set forth in Sections 13.01 or 13.02 and, in the case failure by an Indemnified Party to give notice of a third-party claim for as provided in this Section 8.1(c) shall not relieve the Indemnifying Party of its indemnification by Buyer, in addition obligation under this Agreement except and only to all other rights to indemnification, Buyer shall have a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possible, the notice shall describe in reasonable detail the basis for the claim, include an itemized accounting that such Indemnifying Party is actually damaged as a result of the claim, and provide a good faith estimate of the amount of the indemnified losssuch failure to give notice). Within fifteen thirty (1530) days after receipt delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the noticedefense of such action, suit, proceeding or claim with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party does not assume control of such defense, the Indemnified Party shall control such defense. The Party not controlling such defense may participate therein at its own expense; provided that, if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, the Indemnifying Party shall either disburse funds be responsible for the reasonable fees and expenses of counsel to the Indemnitee as reimbursement Indemnified Party solely in connection therewith; provided, however, that in no event shall the Indemnifying Party be responsible for the amount fees and expenses of more than one counsel for all Indemnified Parties. The Party controlling such defense shall keep the other Party advised of the claims status of such action, suit, proceeding or notify claim and the Indemnitee defense thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld) , delayed or enter into conditioned. The Indemnifying Party shall not agree to any settlement (except of such action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from all liability with respect thereto or that imposes any liability or obligation on the Indemnified Party without the prior written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Indemnified Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such payment.

Claims for Indemnification. (a) The A party seeking indemnification under Sections 13.01 or 13.02 for Article VI Damages (the "Indemnified Party"), as a condition of this Agreement ("Indemnitee") asserting claims for indemnification, shall give prompt notice to notify the other party or parties (the "Indemnifying Party") in writing of any claimevent, liability or other circumstance as of any facts, which, in its opinion, entitle or may entitle the Indemnified Party to which recovery may be sought because indemnification under this Article VI. The notice from the Indemnified Party shall specify all facts then known to it relating to its claim for indemnification and the amount or estimated amount of the indemnity liability arising therefrom. The right of the Indemnified Party to indemnification and the amount or the estimated amount thereof, as set forth in Sections 13.01 or 13.02 andthe notice, in shall be deemed agreed to by the case of a claim for indemnification by BuyerIndemnifying Party unless, in addition to all other rights to indemnification, Buyer shall have a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possible, the notice shall describe in reasonable detail the basis for the claim, include an itemized accounting of the claim, and provide a good faith estimate of the amount of the indemnified loss. Within fifteen (15) within 30 days after receipt the mailing of the such notice, the Indemnifying Party shall either disburse funds to notifies the Indemnitee as reimbursement for Indemnified Party in writing that it disputes the amount right of the claims Indemnified Party to indemnification as set forth or notify estimated in the Indemnitee notice or that the Indemnifying Party elects to defend, in the manner provided in Section 6.5 hereof, the claim giving rise to such indemnification right. If the Indemnified Party shall be duly notified that the Indemnifying Party disputes such claim as aforesaid, the parties shall endeavor to settle and compromise such dispute but no such settlement or compromise shall be effected without the consent of both. If unable to do any of the foregoing, such dispute as to indemnification shall be determined by appropriate litigation (which shall mean when the claim has been finally determined by a court or tribunal from which determination no appeal is or may be taken or when the defense thereto has been abandoned); and any right of an Indemnified Party to indemnification established by reason of such settlement, compromise, or litigation shall be promptly thereafter paid and satisfied by the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld) or enter into any settlement (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such payment.

Claims for Indemnification. (a) The party seeking In order to seek indemnification under Sections 13.01 or 13.02 of this Agreement ("Indemnitee") Section 7.2, Parent shall give prompt notice deliver an Officer’s Certificate to the other party Stockholder Representative and the Escrow Agent to be received by them at any time on or parties before the Survival Date; provided, however, Parent may seek indemnification ("Indemnifying Party"i) for a breach of any claim, liability or other circumstance as to which recovery may be sought because a representation and warranty of the indemnity Company contained in Section 2.2 hereof, by delivering an Officer’s Certificate to the Stockholder Representative on or before the third anniversary of the Closing Date, and (ii) for a breach of a representation and warranty of the Company contained in Section 2.11 hereof, by delivering an Officer’s Certificate to the Stockholder Representative before the expiration of the applicable statute of limitations. Unless the Stockholder Representative shall have delivered an Objection Notice pursuant to Section 7.4(c) hereof, the Escrow Agent shall promptly, and in no event later than the thirty-fifth (35th) day after its receipt of the Officer’s Certificate, deliver to the Indemnified Party from the Escrow Fund an amount equal to the Loss set forth in Sections 13.01 or 13.02 andsuch Officer’s Certificate. Any payment from the Escrow Fund to Indemnified Parties shall be made in whole shares of Parent Common Stock (valuing each share of Parent Common Stock equal to the Signing Price) and shall be deemed to have been made pro rata amongst the Stockholders based on the aggregate amounts deposited into the Escrow Fund on each such Stockholder’s behalf. For the purposes hereof, in the case “Officer’s Certificate” shall mean a certificate signed by any officer of a claim for indemnification by BuyerParent: (1) stating that an Indemnified Party has paid, in addition to all other rights to indemnificationsustained, Buyer shall have a right to setoff the amount of said claim against the Holdback Amountincurred, or any portion thereofproperly accrued, otherwise payable by Buyer. To or reasonably anticipates that it will have to pay, sustain, incur or accrue, Losses for which the extent possibleIndemnified Party is entitled to indemnification under Section 7.2, the notice shall describe (2) specifying in reasonable detail the basis for individual items of Losses included in the claimamount so stated, include an itemized accounting the date each such item was paid, sustained, incurred, or properly accrued, and the nature of the claimmisrepresentation, breach of warranty or covenant to which such item is related, and provide a good faith estimate (3) specifying the number of whole shares of Parent Common Stock represented by such Losses. In the event that Parent, in accordance with Section 7.3(b), shall deliver an Officer’s Certificate for Losses in excess of the available Escrow Fund, any Earnout Consideration that may become payable pursuant to ARTICLE VIII hereof shall not be paid to the Exchange Agent to the extent that the Losses claimed in such Officer’s Certificate exceed the available Escrow Fund but would not result in the limit of liability set forth in Section 7.6 to be exceeded (the amount of the indemnified loss. Within fifteen (15) days after receipt such Losses in excess of the noticeavailable Escrow Fund, subject to and not to exceed the Indemnifying Party shall either disburse funds to limitations set forth in Section 7.6, being referred as the Indemnitee as reimbursement for the amount of the claims or notify the Indemnitee of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any "Excess Losses”), until such action within fifteen (15) days after notice thereof claim contained in such Officer’s Certificate shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary resolved in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection accordance with such claim or litigation resulting therefrom. Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld) or enter into any settlement (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such paymentthis Section 7.4.

Claims for Indemnification. Whenever any claim shall arise for indemnification under this Article X, the Purchaser or the Seller and the Shareholders, as the case may be (a) The the party seeking indemnification under Sections 13.01 or 13.02 of this Agreement ("Indemnitee") such indemnification, the “Indemnified Party”), shall give prompt notice to promptly notify the other party or parties hereto ("the party or parties from whom indemnification is sought, the “Indemnifying Party"”), and such Indemnifying Party’s counsel pursuant to Section 12.1 herein, in writing (the “Indemnification Notice”) of any the claim, liability or other circumstance as to which recovery may be sought because writing shall include the facts constituting the basis for such claim, the specific section of this Agreement upon which the claim is based and an estimate, if possible, of the indemnity set forth in Sections 13.01 or 13.02 and, in amount of damages suffered by the case Indemnified Party. In the event of a any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by Buyera third party (a “Third Party Claim”), in addition to all other rights to indemnificationthe Indemnification Notice shall specify, Buyer shall have a right to setoff if known, the amount or an estimate of the amount of said claim against the Holdback Amountliability arising therefrom and shall attach all correspondence and demands from such third party. The failure to give an Indemnification Notice to the Indemnifying Party shall not relieve the Indemnifying Party of any liability hereunder unless the Indemnifying Party was prejudiced thereby under this Article X, or any portion thereof, otherwise payable by Buyer. To and then only to the extent possibleof such prejudice. In the event that any claim for indemnification involves a matter other than a Third Party Claim, the Indemnifying Party shall have thirty (30) days from receipt of the Indemnification Notice to object to such claim by delivery of a written notice shall describe of such objection to the Indemnified Party specifying in reasonable detail the basis for the claim, include an itemized accounting such objection. Failure to timely object to such claims shall constitute a final and binding acceptance of the claim, and provide a good faith estimate of the amount of the indemnified loss. Within fifteen (15) days after receipt of the notice, claim for indemnification by the Indemnifying Party shall either disburse funds to and the Indemnitee as reimbursement for the amount of the claims or notify the Indemnitee of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary paid in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection accordance with such claim or litigation resulting therefrom. Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld) or enter into any settlement (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such paymentSection 10.7 hereof.

Claims for Indemnification. (a) The party seeking Whenever any claim shall arise for indemnification under Sections 13.01 or 13.02 of this Agreement ("Indemnitee") Section 9.3, Stockholder Representative shall give prompt notice to promptly notify in writing the other party or parties ("Indemnifying Party") of any claim, liability or other circumstance as to which recovery may be sought because Purchaser and Oak Tree of the indemnity set forth in Sections 13.01 or 13.02 claim and, in the case of a claim for indemnification by Buyer, in addition to all other rights to indemnification, Buyer shall have a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possiblewhen known, the notice shall describe in reasonable detail facts constituting the basis for such claim. In the claimevent of any Third Party Claim, include such notice shall also specify, if known, the amount or an itemized accounting of the claim, and provide a good faith estimate of the amount of the indemnified lossliability arising therefrom. Within fifteen (15) days after receipt No Stockholder shall incur any expenses, or settle or compromise or enter into any binding agreement to settle or compromise, or consent to entry of the noticeany judgment arising from, the Indemnifying Party shall either disburse funds to the Indemnitee as reimbursement for the amount of the claims or notify the Indemnitee of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after claim or proceeding except in accordance with this Section 9.3. The Stockholder Representative will give Purchaser and Oak Tree prompt written notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim and, with respect to any Third Party Claim, Purchaser or litigation resulting therefromOak Tree will undertake the defense thereof by representatives of its own choosing reasonably satisfactory to the Stockholder Representative. The Stockholders shall have the right to participate in any such defense of a Third Party Claim with advisory counsel of its own choosing at its own expense. In the event Purchaser or Oak Tree, within a reasonable time after notice of any such Third Party Claim, fails to defend, the obligations of Indemnifying Party hereunder as Stockholders will have the right to such claim shall be limited to taking all steps necessary in undertake the defense defense, compromise or settlement of such claim or litigation resulting therefrom Third Party Claim on behalf of, and to hold for the Indemnitee harmless from account of, Purchaser and against any Oak Tree, at the expense and all costs, losses, damages risk of Purchaser and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefromOak Tree. Indemnifying Party Purchaser and Oak Tree shall not, in without the defense written consent of the Stockholder Representative, settle or compromise any such claim Third Party Claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld) or enter into any settlement (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a Stockholder Representative, an unconditional release from all liability in respect of such Third Party Claim. The Stockholders will cooperate with Oak Tree and the Purchaser in connection with the defense of settlement of such Third Party Claim. Notwithstanding the foregoing, Purchaser and Oak Tree shall have the right to such claim or litigation. If such defense dispute the issue of whether it is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure obligated hereunder to pay an amount sufficient indemnify the Stockholders with respect to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such paymentparticular Third Party Claim.

Claims for Indemnification. Whenever any claim shall arise for -------------------------- indemnification under Section 5 or Section 0X (a) The party xxxxx xxxx Xxxxxxx 0X.0(x)), xxx Xxxxx, XX, XXX or the Stockholder, as the case may be, seeking indemnification under Sections 13.01 or 13.02 of this Agreement (the "IndemniteeIndemnified Party") ), shall give prompt notice to promptly notify the other party or parties from whom ----------------- indemnification is sought (the "Indemnifying Party") of any claim, liability or other circumstance as to which recovery may be sought because of the indemnity set forth in Sections 13.01 or 13.02 claim and, when ------------------ known, the facts constituting the basis for such claim; provided, however, that any delay in providing notice shall not relieve the case Indemnifying Party of a its responsibility hereunder unless (and then only to the extent) such delay materially impairs the Indemnifying Party's ability to defend the claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by Buyer, in addition to all other rights to indemnification, Buyer shall have a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possiblethird party, the notice shall describe in reasonable detail specify, if known, the basis for the claim, include amount or an itemized accounting of the claim, and provide a good faith estimate of the amount of the indemnified lossliability arising therefrom. Within fifteen (15) days after receipt The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent, which shall not be unreasonably withheld or delayed, of the noticeIndemnifying Party; provided, however, that if suit shall have been instituted against the Indemnified Party and the Indemnifying Party shall either disburse funds not have taken control of such suit after notification thereof as provided in Subsection 5.3 of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim upon giving 30 days' prior written notice to the Indemnitee Indemnifying Party as reimbursement provided in Subsection 5.3. Notwithstanding the foregoing, if a third party asserts that an Indemnified Person is liable to such third party for a monetary or other obligation which may constitute or result in Damages for which such Indemnified Person may be entitled to indemnification pursuant to this Section 5, and such Indemnified Person reasonably determines that it has a valid business reason to fulfill such obligation, then (i) such Indemnified Person shall be entitled to satisfy such obligation, without consent from the amount of Indemnifying Party, (ii) such Indemnified Person may and shall make a claim for indemnification pursuant to this Section 5 and (iii) such Indemnified Person shall be reimbursed for any such Damages for which it is ultimately determined to be entitled to indemnification pursuant to this Section 5 (it being understood that nothing in this Section 5 shall operate or be construed to affect the claims or notify the Indemnitee right of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes contest the defense of any such claim amount or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in the defense or settlement appropriateness of such claim reimbursement or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld) or enter into any settlement (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving satisfaction by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Indemnified Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such payment).

Claims for Indemnification. (a) The Whenever any claim shall arise for indemnification hereunder, the party seeking indemnification under Sections 13.01 or 13.02 of this Agreement (the "IndemniteeIndemnified Party") shall give prompt notice to promptly notify the other party or parties from whom indemnification is sought (the "Indemnifying Party") of any the claim and, when known, the facts constituting the basis for such claim, liability . No claim or other circumstance as to which recovery may claims for indemnification shall be sought because asserted against Congleton or McMixxxx xxxess the total amount of the indemnity set forth in Sections 13.01 Indemnified Party's claim or 13.02 andclaims for damages, excluding costs, fees, attorneys' fees, and exemplary/punitive damages, equals individually or in the case aggregate at least One Hundred Fifty Thousand Dollars ($150,000.00). In the event of a any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by Buyer, in addition to all other rights to indemnification, Buyer shall have a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possiblethird party, the notice to the Indemnifying Party shall describe in reasonable detail specify, if known, the basis for the claim, include amount or an itemized accounting of the claim, and provide a good faith estimate of the amount of the indemnified lossliability arising therefrom. Within fifteen (15) days after receipt of the notice, the Indemnifying The Indemnified Party shall either disburse funds not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the Indemnitee as reimbursement for the amount of the claims or notify the Indemnitee prior written consent of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld) , unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.3 of this Agreement in which case the Indemnified Party may settle or enter into any settlement (except with compromise such claim without the written prior consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigationIndemnifying Party. If the Indemnified Party fails to give prompt notice of any claim and such defense is unsuccessful or abandoned by Indemnifying Party, then, upon failure prejudices the Indemnifying Party's failure position or its ability to pay an amount sufficient to discharge any such claim or judgmentdefend the claim, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability to the Indemnified Party shall be conclusively established reduced by any the amount, if any, demonstrated to be directly attributable to the failure to give such paymentnotice in a timely manner.

Claims for Indemnification. (a) The parties intend that all indemnification claims hereunder be made as promptly as practicable by the party seeking indemnification under Sections 13.01 or 13.02 of this Agreement (the "IndemniteeIndemnified Party") shall give prompt notice to ). Whenever any claim arises for indemnification hereunder the other Indemnified Party will promptly notify the party or parties from whom indemnification is sought (the "Indemnifying Party") of any claim, liability or other circumstance as to which recovery may be sought because of the indemnity set forth in Sections 13.01 or 13.02 claim and, in when known, the facts constituting the basis for such claim. In the case of a any such claim for indemnification by Buyer, hereunder resulting from or in addition to all other rights to indemnification, Buyer shall have connection with any claim or legal proceedings of a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possiblethird party (a "Third Party Claim"), the notice shall describe in reasonable detail to the basis for Indemnifying Party will specify, if known, the claim, include amount or an itemized accounting of the claim, and provide a good faith estimate of the amount of the indemnified lossliability arising therefrom. Within fifteen (15) days after receipt The Indemnifying Party shall have the right to dispute and defend all Third Party Claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by the Indemnifying Party, and the cost of such defense shall be borne by the noticeIndemnifying Party, except that the Indemnified Party shall have the right to participate in such defense at its own expense; and provided, however, that the Indemnifying Party shall either disburse funds to must first acknowledge that the Indemnitee as reimbursement claim is a bona fide indemnification claim under this Agreement in order for the amount of Indemnifying party to control the claims or notify the Indemnitee of the Indemnifying Party's intent to dispute the claimdefense. Failure by Indemnifying The Indemnified Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes cooperate in all reasonable respects in the defense of any such claim, including making personnel, books, and records relevant to the claim or litigation resulting therefromavailable to the Indemnifying Party, without charge, except for reasonable out-of-pocket expenses. If the obligations of Indemnifying Party hereunder fails to take action within thirty (30) days as set forth above, then the Indemnified Party shall have the right to such claim shall be limited pay, compromise or defend any Third Party Claim and to taking all steps necessary in assert the amount of any payment on the Third Party Claim plus the reasonable expenses of defense or settlement of the claim. The Indemnified Party shall also have the right, exercisable in good faith, to take such action as may be necessary to avoid a default prior to the assumption of the defense of the Third Party Claim by the Indemnifying Party, and any reasonable expenses incurred by Indemnified Party so acting shall be paid by the Indemnifying Party. Except as otherwise provided herein, the Indemnified Party will not settle or compromise any Third Party Claim for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which will not be unreasonably withheld. If the Indemnifying Party is of the opinion that the Indemnified Party is not entitled to indemnification, or is not entitled to indemnification in the amount claimed in such notice, it will deliver, within ten (10) business days after the receipt of such notice, a written objection to such claim and written specifications in reasonable detail of the aspects or litigation resulting therefrom details objected to, and the grounds for such objection. If the Indemnifying Party filed timely written notice of objection to hold any claim for indemnification, the Indemnitee harmless from validity and against any and all costs, losses, damages and liabilities caused by or arising out amount of any settlement or any judgment in connection with such claim will be determined by arbitration pursuant to Section 9.12 hereof. Subject to the limitations of Sections 8.6 and 8.7, if timely notice of objection is not delivered or litigation resulting therefrom. if a claim by an Indemnified Party is admitted in writing by an Indemnifying Party shall notor if an arbitration award is made in favor of an Indemnified Party, in the defense Indemnified Party, as a non-exclusive remedy, will have the right to set-off the amount of such claim or award against any litigation resulting therefromamount yet owed, consent whether due or to the entry of any judgment (except with the written consent of Indemniteebecome due, which consent shall not be unreasonably withheld) or enter into any settlement (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant Indemnified Party or any subsidiary thereof to any Indemnifying Party by reason of this Agreement or any agreement or arrangement or contract to be entered into at the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such paymentClosing.

Claims for Indemnification. (a) The Subject to Section 9.1, whenever any claim arises for indemnification hereunder the party seeking indemnification under Sections 13.01 or 13.02 of this Agreement (the "IndemniteeIndemnified Party"), will promptly notify in writing (the "Indemnification Notice") shall give prompt notice to the other party or parties from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim; provided, however, that any claim, liability or other circumstance as failure to which recovery may be sought because give such notice will not waive any rights of the indemnity set forth Indemnified Party, except to the extent the rights of the Indemnifying Party are materially prejudiced. In the event that the Stockholders are seeking indemnification as the Indemnified Party hereunder, or indemnification is sought against the Stockholders as an Indemnifying Party hereunder, then in Sections 13.01 or 13.02 andeither such case, in the Stockholder Representative shall be entitled to act on behalf of, and receive notice on behalf of, the Stockholders for any and all purposes stated therein. In the case of a any such claim for indemnification by Buyer, hereunder resulting from or in addition to all other rights to indemnification, Buyer shall have connection with any claim or legal proceedings of a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possiblethird party (a "Third Party Claim"), the notice shall describe in to the Indemnifying Party will specify with reasonable detail specificity, if known, the basis for under which the claim, include right to indemnification is being asserted and the amount or an itemized accounting of the claim, and provide a good faith estimate of the amount of the indemnified lossliability arising therefrom. Within fifteen (15) days after receipt The Indemnifying Party shall have the right to dispute and defend all Third Party Claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by the Indemnifying Party, and the cost of such defense shall be borne by the noticeIndemnifying Party, except that the Indemnified Party shall have the right to participate in such defense at its own expense; provided, however, that the Indemnifying Party must first acknowledge that the claim is a bona fide indemnification claim under this Agreement. The Indemnified Party shall either disburse funds cooperate in all reasonable respects in the investigation, trial and defense of any such claim, including making personnel, books, and records relevant to the Indemnitee claim available to the Indemnifying Party, without charge, except for reasonable out-of-pocket expenses. If the Indemnifying Party fails to take action within thirty (30) days as reimbursement for set forth above, then the Indemnified Party shall have the right to pay, compromise or defend any Third Party Claim and to assert the amount of any payment on the claims Third Party Claim plus the reasonable expenses of defense or notify settlement of the Indemnitee claim. The Indemnified Party shall also have the right and upon delivery of advance written notice to such effect to the Indemnifying Party, exercisable in good faith, to take such action as may be reasonably necessary to avoid a default judgment prior to the assumption of the defense of the Third Party Claim by the Indemnifying Party, and any reasonable expenses incurred by Indemnified Party so acting shall be paid by the Indemnifying Party. Except as otherwise provided herein, the Indemnified Party will not, except at its own cost and expense, settle or compromise any Third Party Claim for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall will not be unreasonably withheld) or enter into any settlement (except with the written consent of Indemnitee, which consent shall not . The parties intend that all indemnification claims be unreasonably withheld), which does not include made as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such paymentpromptly as practicable.

Claims for Indemnification. (a) The Subject to Section 5.1, whenever any claim arises for indemnification hereunder the party seeking indemnification under Sections 13.01 (the “Indemnified Party”), will promptly notify the party from whom indemnification is sought (the “Indemnifying Party”) of the claim and, when known, the facts constituting the basis for such claim. In the case of any such claim for indemnification hereunder resulting from or 13.02 in connection with any claim or legal proceedings of this Agreement a third party ("Indemnitee") shall give prompt a “Third Party Claim”), the notice to the other party or parties ("Indemnifying Party") of any claimParty will specify with reasonable specificity, liability or other circumstance as to if known, the basis under which recovery may be sought because of the indemnity set forth in Sections 13.01 or 13.02 and, in the case of a claim for indemnification by Buyer, in addition to all other rights to indemnification, Buyer shall have a right to setoff indemnification is being asserted and the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possible, the notice shall describe in reasonable detail the basis for the claim, include an itemized accounting of the claim, and provide a good faith estimate of the amount of the indemnified lossliability arising therefrom. Within fifteen (15) days after receipt The Indemnifying Party shall have the right to dispute and defend all Third Party Claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto and such defense shall be controlled by the Indemnifying Party, and the cost of such defense shall be borne by the noticeIndemnifying Party, except that the Indemnified Party shall have the right to participate in such defense at its own expense; provided, however, that the Indemnifying Party must first acknowledge that the claim is a bona fide indemnification claim under this Agreement. The Indemnified Party shall either disburse funds cooperate in all reasonable respects in the investigation, trial and defense of any such claim, including making personnel, books, and records relevant to the Indemnitee claim available to the Indemnifying Party, without charge, except for reasonable out-of-pocket expenses. If the Indemnifying Party fails to take action within thirty (30) days as reimbursement for set forth above, then the Indemnified Party shall have the right to pay, compromise or defend any Third Party Claim and to assert the amount of any payment on the claims Third Party Claim plus the reasonable expenses of defense or notify settlement as the Indemnitee claim. The Indemnified Party shall also have the right and upon delivery of advance written notice to such effect to the Indemnifying Party, exercisable in good faith, to take such action as may be reasonably necessary to avoid a default prior to the assumption of the defense of the Third Party Claim by the Indemnifying Party, and any reasonable expenses incurred by Indemnified Party so acting shall be paid by the Indemnifying Party. Except as otherwise provided herein, the Indemnified Party will not, except at its own cost and expense, settle or compromise any Third Party Claim for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall will not be unreasonably withheld) or enter into any settlement (except with the written consent of Indemnitee, which consent shall not . The parties intend that all indemnification claims be unreasonably withheld), which does not include made as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such paymentpromptly as practicable.

Claims for Indemnification. (a) The party seeking A Party entitled to indemnification under Sections 13.01 or 13.02 of this Agreement Article VI (an "IndemniteeIndemnified Party") shall give prompt notice written notification to the other party or parties from whom indemnification is sought (the "Indemnifying Party") of the commencement of any claimaction, liability suit or other circumstance as proceeding relating to a third party claim for which recovery indemnification pursuant to this Article VI may be sought because of the indemnity set forth in Sections 13.01 or 13.02 and, in the case of a claim for indemnification by Buyer, in addition to all other rights to indemnification, Buyer shall have a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possible, the notice shall describe in reasonable detail the basis for the claim, include an itemized accounting of the claim, and provide a good faith estimate of the amount of the indemnified losssought. Within fifteen (15) days after receipt delivery of the noticesuch notification, the Indemnifying Party shall either disburse funds may, upon written notice thereof to the Indemnitee as reimbursement for the amount Indemnified Party, assume control of the claims defense of such action, suit or notify proceeding with counsel reasonably satisfactory to the Indemnitee Indemnified Party. If the Indemnifying Party does not assume control of such defense, the Indemnified Party shall control such defense. The party or parties not controlling such defense may participate therein at its or their own expense; provided that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such action, suit or proceeding, the reasonable fees and expenses of counsel to the Indemnified Party shall be considered "Damages" for purposes of this Agreement. The party or parties controlling such defense shall keep the other party or parties advised of the status of such action, suit or proceeding and the defense thereof and shall consider in good faith recommendations made by the other party or parties with respect thereto. The Indemnified Party shall not agree to any settlement of such action, suit or proceeding without the prior written consent of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld) or enter into . The Indemnifying Party shall not agree to any settlement (except with of such action, suit or proceeding without the prior written consent of Indemniteethe Indemnified Party, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such payment.

Claims for Indemnification. (a) The party Whenever any claim shall arise for -------------------------- indemnification under Section 5, the Buyer or the Company, as the case may be, seeking indemnification under Sections 13.01 or 13.02 of this Agreement (the "IndemniteeIndemnified Party") shall give prompt notice to promptly notify the other ----------------- party or parties from whom indemnification is sought (the "Indemnifying Party") of any claim, liability or other circumstance as to which recovery may be sought because of the indemnity set forth in Sections 13.01 or 13.02 ------------------ claim and, when known, the facts constituting the basis for such claim; provided, however, that any delay in providing notice shall not relieve the case Indemnifying Party of a its responsibility hereunder unless (and then only to the extent) such delay materially impairs the Indemnifying Party's ability to defend the claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by Buyer, in addition to all other rights to indemnification, Buyer shall have a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possiblethird party, the notice shall describe in reasonable detail specify, if known, the basis for the claim, include amount or an itemized accounting of the claim, and provide a good faith estimate of the amount of the indemnified lossliability arising therefrom. Within fifteen (15) days after receipt The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent, which shall not be unreasonably withheld or delayed, of the noticeIndemnifying Party; provided, however, that if suit shall have been instituted against the Indemnified Party and the Indemnifying Party shall either disburse funds not have taken control of such suit after notification thereof as provided in Subsection 5.3 of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim upon giving 30 days' prior written notice to the Indemnitee Indemnifying Party as reimbursement provided in Subsection 5.3. Notwithstanding the foregoing, if a third party asserts that an Indemnified Person is liable to such third party for a monetary or other obligation which may constitute or result in Damages for which such Indemnified Person may be entitled to indemnification pursuant to this Section 5, and such Indemnified Person reasonably determines that it has a valid business reason to fulfill such obligation, then (i) such Indemnified Person shall be entitled to satisfy such obligation, without consent from the amount of Indemnifying Party, (ii) such Indemnified Person may and shall make a claim for indemnification pursuant to this Section 5 and (iii) such Indemnified Person shall be reimbursed for any such Damages for which it is ultimately determined to be entitled to indemnification pursuant to this Section 5 (it being understood that nothing in this Section 5 shall operate or be construed to affect the claims or notify the Indemnitee right of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes contest the defense of any such claim amount or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in the defense or settlement appropriateness of such claim reimbursement or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld) or enter into any settlement (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving satisfaction by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Indemnified Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such payment).

Claims for Indemnification. The Parties intend that all indemnification claims hereunder be made as promptly as practicable by the Claimant. Whenever any claim arises for indemnification hereunder the Claimant will promptly notify the party from whom indemnification is sought (a) The party seeking indemnification under Sections 13.01 or 13.02 of this Agreement ("Indemnitee") shall give prompt notice to the other party or parties ("Indemnifying Party") of any claim, liability or other circumstance as to which recovery may be sought because of the indemnity set forth in Sections 13.01 or 13.02 claim and, in when known, the facts constituting the basis for such claim. In the case of a any such claim for indemnification by Buyer, hereunder resulting from or in addition to all other rights to indemnification, Buyer shall have connection with any claim or legal proceedings of a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possiblethird party (a "Third Party Claim), the notice shall describe in reasonable detail to the basis for Indemnifying Party will specify, if known, the claim, include amount or an itemized accounting of the claim, and provide a good faith estimate of the amount of the indemnified lossliability arising therefrom. Within fifteen (15) days after receipt of the notice, The failure to so notify the Indemnifying Party shall either disburse funds not constitute a waiver of such claim but a Claimant shall not be entitled to receive any indemnification with respect to any Loss that occurred as a result of the failure of the Claimant to give such notice. The Indemnifying Party shall have the right (without prejudice to the Indemnitee right of any Claimant to participate at its expense through counsel of its own choosing) to defend or prosecute such claim at its expense and through counsel of its own choosing if it gives written notice of its intention to do so not later than twenty days following notice thereof of such claim by the Claimant or such shorter time period as reimbursement for required so that the amount interests of the claims Claimant would not be materially prejudiced as a result of its failure to have received such notice; provided, however, that if the defendants in any action shall include both an Indemnifying Party and a Claimant and the Claimant shall have reasonably concluded that counsel selected by the Indemnifying Party has a conflict of interest because of the availability of different or notify additional defenses to the Indemnitee Claimant, the Claimant shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnifying Party's intent . If the Indemnifying Party does not so choose to dispute defend or prosecute any such claim asserted by a third party for which a Claimant would be entitled to indemnification hereunder, then the Claimant shall be entitled to recover from the Indemnifying Party, on a monthly basis, all of its attorneys' reasonable fees and other costs and expenses of litigation of any nature whatsoever incurred in the defense of such claim. Failure Notwithstanding the assumption of the defense of any claim by an Indemnifying Party pursuant to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof this paragraph, the Claimant shall be deemed a waiver by Indemnifying Party of its have the right to defend such actionapprove the terms of any settlement of a claim (which approval shall not be unreasonably withheld). If In the event that the Indemnifying Party assumes the defense of any such claim or litigation resulting therefroma Third Party Claim, the obligations of Indemnifying Party shall have the right to dispute and defend such Third Party Claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Except as otherwise provided herein, the Claimant will not settle or compromise any Third Party Claim for which it is entitled to indemnification hereunder as without the prior written consent of the Indemnifying Party, which will not be unreasonably withheld. If the Indemnifying Party is of the opinion that the Claimant is not entitled to indemnification, or is not entitled to indemnification in the amount claimed in such notice, it will deliver, within twenty (20) business days after the receipt of such notice, a written objection to such claim shall be limited and written specifications in reasonable detail of the aspects or details objected to, and the grounds for such objection. If timely notice of objection is not delivered or if a claim by an Claimant is admitted in writing by an Indemnifying Party, the Claimant, as a non-exclusive remedy, will have the right to taking all steps necessary in set-off the defense or settlement amount of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and award against any and all costsamount yet owed, losseswhether due or to become due, damages and liabilities caused by or arising out of any settlement the Claimant or any judgment subsidiary thereof to any Indemnifying Party by reason of this Agreement or any agreement or contemplated by this Agreement. The Indemnifying Party and the Claimant shall cooperate in furnishing evidence and testimony and in any other manner which the other may reasonably request, and shall in all other respects have an obligation of good faith dealing, one to the other, so as not to unreasonably expose the other to an undue risk of loss. The Claimant shall be entitled to reimbursement for out-of-pocket expenses reasonably incurred by it in connection with such claim cooperation. Except for fees and expenses for which indemnification is provided pursuant to Section 6.1 or litigation resulting therefrom. Indemnifying Party shall notSection 6.2, as the case may be, and as provided in the defense of such claim or any litigation resulting therefrompreceding sentence, consent each party shall bear its own fees and expenses incurred pursuant to the entry of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld) or enter into any settlement (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such paymentthis paragraph 6.5.

Claims for Indemnification. (a) The party seeking Whenever any claim shall arise for indemnification under Sections 13.01 this Section 9.2, Purchaser or 13.02 Oak Tree shall promptly notify in writing the Stockholder Representative of the claim and, when known, the facts constituting the basis for such claim. In the event of any claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a person who is not a party to this Agreement ("IndemniteeThird Party Claim") ), such notice shall give prompt notice to the other party or parties ("Indemnifying Party") of any claimalso specify, liability or other circumstance as to which recovery may be sought because of the indemnity set forth in Sections 13.01 or 13.02 andif known, in the case of a claim for indemnification by Buyer, in addition to all other rights to indemnification, Buyer shall have a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possible, the notice shall describe in reasonable detail the basis for the claim, include an itemized accounting of the claim, and provide a good faith estimate of the amount of the indemnified lossliability arising therefrom. Within fifteen (15) days after receipt Neither Oak Tree nor Purchaser shall incur any expenses, or settle or compromise or enter into any binding agreement to settle or compromise, or consent to entry of the noticeany judgment arising from, the Indemnifying Party shall either disburse funds to the Indemnitee as reimbursement for the amount of the claims or notify the Indemnitee of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after claim or proceeding except in accordance with this Section 9.2. Purchaser will give the Stockholder Representative prompt written notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefromand, with respect to any Third Party Claim, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in Stockholders will undertake the defense thereof by representatives of their own choosing reasonably satisfactory to Purchaser. Purchaser shall have the right to participate in any such defense of a Third Party Claim with advisory counsel of its own choosing at its own expense. In the event the Stockholders, within a reasonable time after notice of any such Third Party Claim, fails to defend, Purchaser or any parent, subsidiary or affiliate of Purchaser will have the right to undertake the defense, compromise or settlement of such claim or litigation resulting therefrom Third Party Claim on behalf of, and to hold for the Indemnitee harmless from account of, the Stockholders, at the expense and against any and all costs, losses, damages and liabilities caused by or arising out risk of any settlement or any judgment in connection with such claim or litigation resulting therefromthe Stockholders. Indemnifying Party The Stockholders shall not, in the defense of without Purchaser's written consent, settle or compromise any such claim Third Party Claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld) or enter into any settlement (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to Purchaser and/or Purchaser's parent, subsidiary or subsidiaries, or affiliate or affiliates, as the Indemnitee of a case may be, an unconditional release from all liability in respect of such Third Party Claim. The Purchaser and Oak Tree will cooperate with the Stockholders in connection with the defense or settlement of such Third Party Claim. Notwithstanding the foregoing, the Stockholders shall have the right to such claim or litigation. If such defense dispute the issue of whether it is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure obligated hereunder to pay an amount sufficient indemnify Purchaser with respect to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such paymentparticular Third Party Claim.

Claims for Indemnification. (a) The Subject to Section 8.1, whenever any claim arises for indemnification hereunder the party seeking indemnification under Sections 13.01 or 13.02 of this Agreement (the "IndemniteeIndemnified Party") shall give prompt notice to ), will promptly notify in writing the other party or parties from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim; provided, however, that any claim, liability or other circumstance as failure to which recovery may be sought because give such notice will not waive any rights of the indemnity set forth Indemnified Party, except to the extent the rights of the Indemnifying Party are materially prejudiced. In the event that the Stockholders are seeking indemnification as the Indemnified Party hereunder, or indemnification is sought against the Stockholders as an Indemnifying Party hereunder, then in Sections 13.01 or 13.02 andeither such case, in the Stockholders' Representative shall be entitled to act on behalf of, and receive notice on behalf of, the Stockholders for any and all purposes stated therein. In the case of a any such claim for indemnification by Buyer, hereunder resulting from or in addition to all other rights to indemnification, Buyer shall have connection with any claim or legal proceedings of a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possiblethird party (a "Third Party Claim"), the notice shall describe in to the Indemnifying Party will specify with reasonable detail specificity, if known, the basis for under which the claim, include right to indemnification is being asserted and the amount or an itemized accounting of the claim, and provide a good faith estimate of the amount of the indemnified loss. Within fifteen (15) days after receipt liability arising therefrom; provided, however, that any failure to give such notice will not waive any rights of the noticeIndemnified Party, except to the extent the rights of the Indemnifying Party are materially prejudiced. The Indemnifying Party shall either disburse funds have the sole right to dispute and defend all Third Party Claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by the Indemnifying Party, and the cost of such defense shall be borne by the Indemnifying Party, except that the Indemnified Party shall have the right to participate in such defense at its own expense. The Indemnified Party shall cooperate in all reasonable respects in the investigation, trial and defense of any such claim, including making personnel, books, and records relevant to the Indemnitee as reimbursement claim available to the Indemnifying Party, without charge, except for reasonable out-of-pocket expenses. If the Indemnifying Party fails to take action within thirty (30) of receipt of notice of an indemnification claim by the Indemnified Party, then the Indemnified Party shall have the right to pay, compromise or defend any Third Party Claim and to assert the amount of any payment on the claims Third Party Claim plus the reasonable expenses of defense or notify settlement of the Indemnitee claim. The Indemnified Party shall also have the right and upon delivery of advance written notice to such effect to the Indemnifying Party, exercisable in good faith, to take such action as may be reasonably necessary to avoid a default judgment prior to the assumption of the defense of the Third Party Claim by the Indemnifying Party, so long as the Indemnifying Party has received due and timely notice from the Indemnified Party as set forth above, and any reasonable expenses incurred by Indemnified Party so acting shall be paid by the Indemnifying Party; provided that the Indemnifying Party agrees that the Third Party claim is a bona fide indemnification claim under this Agreement. Except as otherwise provided herein, the Indemnified Party will not, except at its own cost and expense, settle or compromise any Third Party Claim for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall will not be unreasonably withheld) , delayed or enter into any settlement (except with the written consent of Indemnitee, which consent shall not conditioned. The parties intend that all indemnification claims be unreasonably withheld), which does not include made as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such paymentpromptly as practicable.

Claims for Indemnification. (a) The Subject to Section 8.1, whenever any claim arises for indemnification hereunder the party seeking indemnification under Sections 13.01 (the “Indemnified Party”), will promptly notify in writing the party from whom indemnification is sought (the “Indemnifying 50 Party”) of the claim and, when known, the facts constituting the basis for such claim; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party, except to the extent the rights of the Indemnifying Party are materially prejudiced. In the event that the Stockholders are seeking indemnification as the Indemnified Party hereunder, or 13.02 indemnification is sought against the Stockholders as an Indemnifying Party hereunder, then in either such case, the Stockholders’ Representative shall be entitled to act on behalf of, and receive notice on behalf of, the Stockholders for any and all purposes stated therein. In the case of this Agreement any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings of a third party, other than a claim or legal proceeding relating to the Interference Requests ("Indemnitee") shall give prompt a “Third Party Claim”), the notice to the other party or parties ("Indemnifying Party") of any claimParty will specify with reasonable specificity, liability or other circumstance as to if known, the basis under which recovery may be sought because of the indemnity set forth in Sections 13.01 or 13.02 and, in the case of a claim for indemnification by Buyer, in addition to all other rights to indemnification, Buyer shall have a right to setoff indemnification is being asserted and the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possible, the notice shall describe in reasonable detail the basis for the claim, include an itemized accounting of the claim, and provide a good faith estimate of the amount of the indemnified lossliability arising therefrom. Within fifteen (15) days after receipt The Indemnifying Party shall have the right to dispute and defend all Third Party Claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by the Indemnifying Party, and the cost of such defense shall be borne by the noticeIndemnifying Party, except that the Indemnified Party shall have the right to participate in such defense at its own expense; provided, however, that the Indemnifying Party must first acknowledge that the claim is a bona fide indemnification claim under this Agreement. The Indemnified Party shall either disburse funds cooperate in all reasonable respects in the investigation, trial and defense of any such claim, including making personnel, books, and records relevant to the Indemnitee claim available to the Indemnifying Party, without charge, except for reasonable out-of-pocket expenses. If the Indemnifying Party fails to take action within thirty (30) days as reimbursement for set forth above, then the Indemnified Party shall have the right to pay, compromise or defend any Third Party Claim and to assert the amount of any payment on the claims Third Party Claim plus the reasonable expenses of defense or notify settlement of the Indemnitee claim. The Indemnified Party shall also have the right and upon delivery of advance written notice to such effect to the Indemnifying Party, exercisable in good faith, to take such action as may be reasonably necessary to avoid a default judgment prior to the assumption of the defense of the Third Party Claim by the Indemnifying Party, and any reasonable expenses incurred by Indemnified Party so acting shall be paid by the Indemnifying Party. Except as otherwise provided herein, the Indemnified Party will not, except at its own cost and expense, settle or compromise any Third Party Claim for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall will not be unreasonably withheld) or enter into any settlement (except with the written consent of Indemnitee, which consent shall not . The parties intend that all indemnification claims be unreasonably withheld), which does not include made as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such paymentpromptly as practicable.

Claims for Indemnification. (a) The Whenever any claim shall arise for indemnification under this Section 8, the party seeking indemnification under Sections 13.01 or 13.02 for Losses (the “Indemnified Party”), shall promptly notify the party from whom indemnification is sought (the “Indemnifying Party”), and such Indemnifying Party’s counsel pursuant to Section 12 herein, in writing (the “Indemnification Notice”) of the claim, which Indemnification Notice shall include the facts, to the extent known, constituting the basis for such claim, the specific section of this Agreement ("Indemnitee") shall give prompt notice upon which the claim is based and an estimate, if possible, of the amount of damages suffered by the Indemnified Party; provided, however, that the failure to so notify the Indemnifying Party will relieve the Indemnifying Party from liability under this Agreement with respect to such claim only if, and only to the other party or parties ("extent that, such failure to notify the Indemnifying Party") of any claim, liability or other circumstance as to which recovery may be sought because of the indemnity set forth in Sections 13.01 or 13.02 and, Party results in the case forfeiture by the Indemnifying Party of a rights and defenses otherwise available to the Indemnifying Party with respect to such claim. In the event that any such claim for indemnification hereunder results from or is in connection with any claim or legal proceedings by Buyera third party (a “Third Party Claim”), in addition to all other rights to indemnificationthe Indemnification Notice shall specify, Buyer shall have a right to setoff if known, the amount or an estimate of the amount of said the liability arising therefrom and shall attach all correspondence and demands from such third party. In the event that any claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possiblefor indemnification involves a matter other than a Third Party Claim, the Indemnifying Party shall have thirty (30) days from receipt of the Indemnification Notice to object to such claim by delivery of a written notice shall describe of such objection to the Indemnified Party specifying in reasonable detail the basis for the claim, include an itemized accounting such objection. Failure to timely object shall constitute a final and binding acceptance of the claim, and provide a good faith estimate of the amount of the indemnified loss. Within fifteen (15) days after receipt of the notice, claim for indemnification by the Indemnifying Party shall either disburse funds to and the Indemnitee as reimbursement for the amount of the claims or notify the Indemnitee of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary paid in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection accordance with such claim or litigation resulting therefrom. Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld) or enter into any settlement (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such paymentSection 8.5 hereof.

Claims for Indemnification. (a) The party seeking Whenever any claim shall arise for indemnification under Sections 13.01 this Section 11, the Indemnified Party shall promptly notify the Representative (the “Indemnifying Party”), in writing (the “Indemnification Notice”) of the claim, specifying in reasonable detail the basis of the claim and the amount or 13.02 an estimate of this Agreement ("Indemnitee") the amount of the Losses for which indemnification is sought; provided that, the failure to so notify the Indemnifying Party shall give prompt notice not relieve the Indemnifying Party of its obligations hereunder except to the other party or parties ("extent that the Indemnifying Party") Party has been materially prejudiced thereby. In the event of any claim, liability or other circumstance as to which recovery may be sought because of the indemnity set forth in Sections 13.01 or 13.02 and, in the case of a such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by Buyera third party (a “Third Party Claim”), in addition to all other rights to indemnificationthe Indemnification Notice shall specify, Buyer shall have a right to setoff if known, the amount or an estimate of the amount of said the Losses for which indemnification is sought and shall attach all correspondence and demands from such third party. In the event that any claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possiblefor indemnification involves a matter other than a Third Party Claim, the Indemnifying Party shall have thirty (30) days from receipt of the Indemnification Notice to object to such claim by delivery of a written notice shall describe of such objection to the Indemnified Party specifying in reasonable detail the basis for such objection. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party (such consent not to be unreasonably withheld or delayed); provided, however, (i) that the Indemnified Party shall have the right to settle or compromise such claim upon giving notice to the Indemnifying Party so long as such settlement expressly and unconditionally releases the Indemnifying Party from all liabilities and obligations with respect to such claim, include an itemized accounting without prejudice and (ii) if the Indemnified Party settles or compromises such claim without the consent of the claim, Indemnifying Party and provide a good faith estimate of the amount of the indemnified loss. Within fifteen (15) days after receipt of the notice, the Indemnifying Party shall either disburse funds not have had the option to the Indemnitee as reimbursement for the amount of the claims or notify the Indemnitee of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Party shall not, in conduct the defense of such claim pursuant to this Section 11, such settlement or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent compromise shall not be unreasonably withheld) or enter into affect in any settlement (except way the right of the Indemnifying Party to contest its obligation to indemnify Indemnified Party with the written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim pursuant to this Agreement or litigation. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such paymentotherwise.

Claims for Indemnification. (a) The Whenever any claim shall arise for indemnification hereunder, the party seeking indemnification under Sections 13.01 or 13.02 of this Agreement (the "IndemniteeIndemnified Party") shall give prompt notice to promptly notify the other party or parties from whom indemnification is sought (the "Indemnifying Party") of any claim, liability or other circumstance as to which recovery may be sought because of the indemnity set forth in Sections 13.01 or 13.02 claim and, in when known, the facts constituting the basis for such claim. In the case of a any such claim for indemnification by Buyer, hereunder resulting from or in addition to all other rights to indemnification, Buyer shall have connection with any claim or legal proceedings of a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possiblethird party, the notice to the Indemnifying Party shall describe in reasonable detail specify, if known, the basis for the claim, include amount or an itemized accounting of the claim, and provide a good faith estimate of the amount of the indemnified lossliability arising therefrom. Within fifteen (15) days after receipt of the notice, the Indemnifying The Indemnified Party shall either disburse funds not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the Indemnitee as reimbursement for the amount of the claims or notify the Indemnitee prior written consent of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld. If the Indemnifying Party is of the opinion that the Indemnified Party is not entitled to indemnification, or is not entitled to indemnification in the amount claimed in such notice, it shall deliver, within twenty (20) or enter into any settlement (except with days after the receipt of such notice, a written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect objection to such claim and written specifications in reasonable detail of the aspects or litigationdetails objected to, and the grounds for such objection. If the Indemnifying Party shall file timely written notice of objection to any claim for indemnification, the validity and amount of such defense claim shall be determined by arbitration pursuant to Section 9.12 hereof. If timely notice of a claim is unsuccessful given by the Indemnified Party or abandoned if objection is not delivered or if a claim by an Indemnified Party is admitted in writing by an Indemnifying Party or if an arbitration award is made in favor of an Indemnified Party, thenthe Indemnified Party, upon Indemnifying Party's failure as a non-exclusive remedy, shall have the right to pay an set-off the amount sufficient to discharge any of such claim or judgmentaward against any amount yet owed, Indemnitee may pay and settle whether due or to become due, by the same Indemnified Party or any subsidiary thereof under this Agreement or any agreement or arrangement or contract to be entered into in good faith and Indemnifying Party's liability shall be conclusively established by connection herewith, including without limitation, any such paymentpayments under the Escrow Agreement.

Claims for Indemnification. (a) The party seeking A person entitled to indemnification under Sections 13.01 or 13.02 of this Agreement Section 10.1 ("Indemnitee"an “Indemnified Party”) shall give prompt notice written notification to the other party or parties person from whom indemnification is sought ("the “Indemnifying Party"”) of the commencement of any claimaction, liability suit or other circumstance as proceeding relating to a third party claim for which recovery indemnification may be sought because or, if earlier, upon the assertion of any such claim by a third party (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a third-party claim as provided in this Section 10.1(c) shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give notice). Within [**] after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the indemnity set forth in Sections 13.01 defense of such action, suit, proceeding or 13.02 and, in claim with counsel reasonably satisfactory to the case Indemnified Party. If the Indemnifying Party does not assume control of a claim for indemnification by Buyer, in addition to all other rights to indemnification, Buyer shall have a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possiblesuch defense, the notice Indemnified Party shall describe in reasonable detail control such defense. The Party not controlling such defense may participate therein at its own expense; provided that, if the basis for Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, include an itemized accounting of the claim, and provide a good faith estimate of the amount of the indemnified loss. Within fifteen (15) days after receipt of the notice, the Indemnifying Party shall either disburse funds be responsible for the reasonable fees and expenses of counsel to the Indemnitee as reimbursement Indemnified Party solely in connection therewith; provided, however, that in no event shall the Indemnifying Party be responsible for the amount fees and expenses of more than one counsel for all Indemnified Parties. The Party controlling such defense shall keep the other Party advised of the claims status of such action, suit, proceeding or notify claim and the Indemnitee defense thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld) , delayed or enter into conditioned. The Indemnifying Party shall not agree to any settlement (except of such action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from all liability with respect thereto or that imposes any liability or obligation on the Indemnified Party without the prior written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Indemnified Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such payment.

Claims for Indemnification. (a) The A party seeking indemnification under Sections 13.01 or 13.02 for Article VII Damages (the "Indemnified Party"), as a condition of this Agreement ("Indemnitee") asserting claims for indemnification, shall give prompt notice to notify the other party or parties (the "Indemnifying Party") in writing of any claimevent, liability or other circumstance as of any facts, which, in its opinion, entitle or may entitle the Indemnified Party to which recovery may be sought because indemnification under this Article VII. The notice from the Indemnified Party shall specify all facts then known to it relating to its claim for indemnification and the amount or estimated amount of the indemnity liability arising therefrom. The right of the Indemnified Party to indemnification and the amount or the estimated amount thereof, as set forth in Sections 13.01 or 13.02 andthe notice, in shall be deemed agreed to by the case of a claim for indemnification by BuyerIndemnifying Party unless, in addition to all other rights to indemnification, Buyer shall have a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possible, the notice shall describe in reasonable detail the basis for the claim, include an itemized accounting of the claim, and provide a good faith estimate of the amount of the indemnified loss. Within fifteen (15) within 30 days after receipt the mailing of the such notice, the Indemnifying Party shall either disburse funds to notifies the Indemnitee as reimbursement for Indemnified Party in writing that it disputes the amount right of the claims Indemnified Party to indemnification as set forth or notify estimated in the Indemnitee notice or that the Indemnifying Party elects to defend, in the manner provided in Section 7.5 hereof, the claim giving rise to such indemnification right. If the Indemnified Party shall be duly notified that the Indemnifying Party disputes such claim as aforesaid, the parties shall endeavor to settle and compromise such dispute but no such settlement or compromise shall be effected without the consent of both. If unable to do any of the foregoing, such dispute as to indemnification shall be determined by appropriate litigation (which shall mean when the claim has been finally determined by a court or tribunal from which determination no appeal is or may be taken or when the defense thereto has been abandoned); and any right of an Indemnified Party to indemnification established by reason of such settlement, compromise, or litigation shall be promptly thereafter paid and satisfied by the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld) or enter into any settlement (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such payment.

Claims for Indemnification. (a) The party seeking A person entitled to indemnification under Sections 13.01 or 13.02 of this Agreement Section 10.1 (an "IndemniteeINDEMNIFIED PARTY") shall give prompt notice written notification to the other party or parties person from whom indemnification is sought (the "Indemnifying PartyINDEMNIFYING PARTY") of the commencement of any claimaction, liability suit or other circumstance as proceeding relating to a Third Party claim for which recovery indemnification may be sought because or, if earlier, upon the assertion of any such claim by a Third Party (it being understood and agreed, however, that the indemnity set forth in Sections 13.01 or 13.02 and, in the case failure by an Indemnified Party to give notice of a third-party claim for as provided in this Section 10.1(c) shall not relieve the Indemnifying Party of its indemnification by Buyer, in addition obligation under this Agreement except and only to all other rights to indemnification, Buyer shall have a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possible, the notice shall describe in reasonable detail the basis for the claim, include an itemized accounting that such Indemnifying Party is actually damaged as a result of the claim, and provide a good faith estimate of the amount of the indemnified losssuch failure to give notice). Within fifteen thirty (1530) days after receipt delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the noticedefense of such action, suit, proceeding or claim with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party does not assume control of such defense, the Indemnified Party shall control such defense. The Party not controlling such defense may participate therein at its own expense; provided that, if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, the Indemnifying Party shall either disburse funds be responsible for the reasonable fees and expenses of counsel to the Indemnitee as reimbursement Indemnified Party solely in connection therewith; provided, however, that in no event shall the Indemnifying Party be responsible for the amount fees and expenses of more than one counsel for all Indemnified Parties. The Party controlling such defense shall keep the other Party advised of the claims status of such action, suit, proceeding or notify claim and the Indemnitee defense thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld) , delayed or enter into conditioned. The Indemnifying Party shall not agree to any settlement (except of such action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from all liability with respect thereto or that imposes any liability or obligation on the Indemnified Party without the prior written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Indemnified Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such payment.

Claims for Indemnification. (a) The Whenever any claim shall arise for indemnification hereunder, the party seeking indemnification under Sections 13.01 or 13.02 of this Agreement (the "IndemniteeIndemnified Party") shall give prompt notice to promptly notify the other party or parties from whom indemnification is sought (the "Indemnifying Party") of any the claim and, when known, the facts constituting the basis for such claim. The Indemnified Party shall use commercially reasonable efforts to mitigate the damages suffered by the Indemnified Party, liability or other circumstance as to which recovery may provided, however that such efforts will be sought because at the expense of the Indemnifying Party and shall be considered to be part of the claim for which indemnity set forth in Sections 13.01 or 13.02 and, in is sought. In the case of a any such claim for indemnification by Buyer, hereunder resulting from or in addition to all other rights to indemnification, Buyer shall have connection with any claim or legal proceedings of a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possiblethird party, the notice to the Indemnifying Party shall describe in reasonable detail specify, if known, the basis for the claim, include amount or an itemized accounting of the claim, and provide a good faith estimate of the amount of the indemnified lossliability arising therefrom. Within fifteen If the Indemnifying Party is of the opinion that the Indemnified Party is not entitled to indemnification, or is not entitled to indemnification in the amount claimed in such notice, it shall deliver, within twenty (1520) days after the receipt of the such notice, a written objection to such claim and written specifications in reasonable detail of the aspects or details objected to, and the grounds for such objection. If the Indemnifying Party shall either disburse funds fail to file timely written notice of objection to any claim for indemnification, it shall be deemed to have agreed to the Indemnitee as reimbursement claim for indemnification and shall promptly pay to the Indemnified Party the amount of such claim. If the Indemnifying Party does deliver a written objection in such twenty (20) day period, the validity and the amount of the claims or notify the Indemnitee of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed determined by arbitration pursuant to Section 8.13 hereof. As a waiver by Indemnifying non-exclusive remedy, an Indemnified Party of its shall have the right to defend such action. If Indemnifying Party assumes set-off the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in the defense or settlement amount of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and award against any and all costsamount yet owed, losseswhether due or to become due, damages and liabilities caused by or arising out the Indemnified Party to any Indemnifying Party by reason of any settlement this Agreement or any judgment agreement or arrangement or contract to be entered into in connection with such claim or litigation resulting therefromherewith. Indemnifying Party In the event that Purchaser seeks indemnity from the Shareholders for any matter other than a failure of the Shareholders to pay to Purchaser the adjustment to purchase price as described in Subsection 1.3 hereof, Purchaser shall not, seek indemnity from the amounts on deposit in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except accordance with the written consent Escrow Agreement prior to seeking indemnity directly from one or more of Indemnitee, which consent shall not be unreasonably withheld) or enter into any settlement (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such paymentShareholders.

Claims for Indemnification. (a) The Subject to Section 8.1, whenever any claim arises for indemnification hereunder the party seeking indemnification under Sections 13.01 (the “Indemnified Party”), will promptly notify the party from whom indemnification is sought (the ”Indemnifying Party”) of the claim and, when known, the facts constituting the basis for such claim. In the case of any such claim for indemnification hereunder resulting from or 13.02 in connection with any claim or legal proceedings of this Agreement a third party ("Indemnitee") shall give prompt a ”Third Party Claim”), the notice to the other party or parties ("Indemnifying Party") of any claimParty will specify with reasonable specificity, liability or other circumstance as to if known, the basis under which recovery may be sought because of the indemnity set forth in Sections 13.01 or 13.02 and, in the case of a claim for indemnification by Buyer, in addition to all other rights to indemnification, Buyer shall have a right to setoff indemnification is being asserted and the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possible, the notice shall describe in reasonable detail the basis for the claim, include an itemized accounting of the claim, and provide a good faith estimate of the amount of the indemnified lossliability arising therefrom. Within fifteen (15) days after receipt The Indemnifying Party shall have the right to dispute and defend all Third Party Claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by the Indemnifying Party, and the cost of such defense shall be borne by the noticeIndemnifying Party, except that the Indemnified Party shall have the right to participate in such defense at its own expense, and provided, however that the Indemnifying Party must first acknowledge that the claim is a bona fide indemnification claim under this Agreement. The Indemnified Party shall either disburse funds cooperate in all reasonable respects in the investigation, trial and defense of any such claim, including making personnel, books, and records relevant to the Indemnitee claim available to the Indemnifying Party, without charge, except for reasonable out-of-pocket expenses. If the Indemnifying Party fails to take action within thirty (30) days as reimbursement for set forth above, then the Indemnified Party shall have the right to pay, compromise or defend any Third Party Claim and to assert the amount of any payment on the claims Third Party Claim plus the reasonable expenses of defense or notify settlement as the Indemnitee claim. The Indemnified Party shall also have the right and upon delivery of advance written notice to such effect to the Indemnifying Party, exercisable in good faith, to take such action as may be reasonably necessary to avoid a default prior to the assumption of the defense of the Third Party Claim by the Indemnifying Party, and any reasonable expenses incurred by Indemnified Party so acting shall be paid by the Indemnifying Party. Except as otherwise provided herein, the Indemnified Party will not, except at its own cost and expense, settle or compromise any Third Party Claim for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall will not be unreasonably withheld) or enter into any settlement (except with the written consent of Indemnitee, which consent shall not . The parties intend that all indemnification claims be unreasonably withheld), which does not include made as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such paymentpromptly as practicable.

Claims for Indemnification. (a) The party Any Indemnified Party seeking indemnification under Sections 13.01 or 13.02 of this Agreement ("Indemnitee") pursuant to Article VIII shall give prompt notice in writing to the other party or parties ("Indemnifying Party") Party of any claim, liability or other circumstance as matter which any such Indemnified Party has determined has given rise to which recovery may be sought because of the indemnity set forth in Sections 13.01 or 13.02 and, in the case of a claim for indemnification by Buyer, in addition to all other rights to indemnification, Buyer shall have a right to setoff the amount of said claim against the Holdback Amountindemnification under this Agreement, or any portion thereof, otherwise payable by Buyer. To the extent possible, the notice shall describe in reasonable detail the basis for the claim, include an itemized accounting of the claim, and provide a good faith estimate of stating the amount of the indemnified lossLoss, if known, and method of computation thereof (the "Claim Notice"); provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations hereunder, except to the extent such Indemnifying Party is materially prejudiced by such failure. Within fifteen Except as set forth below, upon notice duly given by a Parent Indemnified Party to an Indemnifying Party of a Claim Notice, such Indemnifying Party shall pay the Parent Indemnified Party as promptly as practicable: (15i) an amount in cash equal to the Cash Portion (as defined herein) of such Losses and (ii) a number of shares of Parent Common Stock equal to the Stock Portion (as defined herein) of such Losses (with such shares valued at the Indemnification Price (as defined herein)). Except as set forth below, upon notice duly given by a Siemens Indemnified Party to an Indemnifying Party of a Claim Notice, such Indemnifying Party shall pay the Siemens Indemnified Party as promptly as practicable an amount in cash equal to such Losses. If the Indemnifying Party does not dispute its obligation to indemnify the Indemnified Party against any Losses set forth in the Claim Notice, within 30 days after receipt of the such notice, the such Indemnifying Party shall either disburse funds to the Indemnitee as reimbursement for the amount of the claims or notify the Indemnitee of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld) or enter into any settlement (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such payment.deemed

Claims for Indemnification. Whenever any claim will arise for indemnification hereunder (a) The other than a claim to be submitted pursuant to aforesaid terms and provisions), the party seeking indemnification under Sections 13.01 or 13.02 of this Agreement (the "IndemniteeIndemnified Party") shall give prompt notice to will promptly notify the other party or parties from whom indemnification is sought (the "Indemnifying Party") of any claimthe claim and, liability or other circumstance as to which recovery may be sought because when known, all of the indemnity set forth in Sections 13.01 or 13.02 and, in facts constituting the basis for such claim. The failure so to notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party except to the extent the Indemnifying Party demonstrates that the defense of such action is prejudiced thereby. In the case of a any such claim for indemnification by Buyer, hereunder resulting from or in addition to all other rights to indemnification, Buyer shall have connection with any claim or legal proceedings of a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possible, the notice shall describe in reasonable detail the basis for the claim, include an itemized accounting of the claim, and provide third party (a good faith estimate of the amount of the indemnified loss. Within fifteen (15) days after receipt of the notice"Proceeding"), the Indemnifying Party shall either disburse funds will, unless the claim involves taxes, be entitled to participate in such legal proceedings and, to the Indemnitee as reimbursement for the amount of the claims or notify the Indemnitee of extent that it will wish (unless the Indemnifying Party's intent Party is also a party to dispute such Proceeding and the claim. Failure by Indemnified Party determines in good faith that joint representation would be inappropriate or the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its financial capacity to defend such Proceeding and provide indemnification with respect thereto), to control the defense thereof with counsel reasonably satisfactory to the Indemnified Party and, after notice from Indemnifying Party to notify Indemnitee the Indemnified Party of its election so to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by control the defense thereof, the Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as will not be liable to such claim shall be limited to taking all steps necessary in the defense or settlement Indemnified Party under this Section for any fees of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement other counsel or any judgment in connection other expenses with such claim or litigation resulting therefrom. Indemnifying Party shall not, in respect to the defense of such claim Proceeding, in each case subsequently incurred by the Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. If an Indemnifying Party controls the defense of such a Proceeding, (i) no compromise or settlement thereof may be effected by the Indemnifying Party without the Indemnified Party's consent unless (A) there is no finding or admission of any violation of Law or any litigation resulting therefrom, consent to the entry violation of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld) or enter into any settlement (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such payment.the

Claims for Indemnification. (a) The party Whenever any indemnification claim arises under this Agreement, the Party seeking indemnification under Sections 13.01 or 13.02 of this Agreement (the "IndemniteeIndemnified Party") shall give prompt notice to promptly notify the other party or parties Party (the "Indemnifying Party") of any claim, liability or other circumstance as to which recovery may be sought because of the indemnity set forth in Sections 13.01 or 13.02 claim and, when known, the facts constituting the basis of such claim; provided, however, that failure to give such notice shall not relieve the Indemnifying Party of its obligation hereunder unless and to the extent that such failure materially prejudices the Indemnifying Party. The Indemnifying Party shall assume the defense of such claim with counsel reasonably satisfactory to the Indemnified Party, and shall thereafter be liable for all expenses incurred in the case of a claim for indemnification by Buyer, in addition to all other rights to indemnification, Buyer shall have a right to setoff the amount of said claim against the Holdback Amount, or any portion connection with defense thereof, otherwise payable by Buyer. To including attorneys' fees and expenses; provided, however, that the extent possibleIndemnified Party may participate in such defense at its own expense and with counsel of its choice; provided further, however, that if there are one or more legal defenses available to the notice shall describe in reasonable detail Indemnified Party that conflict with those available to the basis for the claim, include an itemized accounting Indemnifying Party or there exists any other conflict of the claim, and provide a good faith estimate of the amount of the indemnified loss. Within fifteen (15) days after receipt of the noticeinterest, the Indemnifying Party shall either disburse funds to have the Indemnitee as reimbursement for the amount of the claims or notify the Indemnitee of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Party shall not, in assume the defense of such claim or but the Indemnified Party shall have the right to employ separate counsel at the expense of the Indemnifying Party and to participate in the defense thereof. The Indemnifying Party shall, in its defense of such claim, do so diligently and shall have the right to settle any litigation resulting therefromclaim for monetary damages, consent provided such settlement includes a complete and absolute release of the Indemnified Party. Notwithstanding anything to the entry of contrary, the Indemnifying Party may not settle any judgment (except with claims for fines, penalties or the like without the prior written consent of Indemniteethe Indemnified Party, which consent shall not be unreasonably withheld) withheld or enter into any settlement (except with delayed. In the written consent event the Indemnifying Party fails to assume the defense of Indemniteesuch claim described above, which consent the Indemnified Party shall not be unreasonably withheld)have the right to assume the defense of such claim and the Indemnifying Party shall, which does not include as an unconditional term thereof on a monthly basis, promptly advance to the giving Indemnified Party cash amounts reasonably sufficient to fund all reasonable costs and expenses of such defense, upon request by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Indemnified Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such payment.

Claims for Indemnification. (a) The THIRD-PARTY CLAIMS. All claims for indemnification made under this Agreement resulting from, related to or arising out of a third-party seeking claim against an Indemnified Party (as defined below) shall be made in accordance with the following procedures. A person entitled to indemnification under Sections 13.01 or 13.02 of this Agreement Article VI (an "IndemniteeINDEMNIFIED PARTY") shall give prompt notice written notification to the other party or parties person from whom indemnification is sought (the "Indemnifying PartyINDEMNIFYING PARTY") of the commencement of any claimaction, liability suit or other circumstance as proceeding relating to a third-party claim for which recovery indemnification may be sought because or, if earlier, upon the assertion in writing of any such claim by a third party. No delay on the part of the indemnity set forth Indemnified Party in Sections 13.01 or 13.02 and, in the case of a claim for indemnification by Buyer, in addition to all other rights to indemnification, Buyer shall have a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possible, the notice shall describe in reasonable detail the basis for the claim, include an itemized accounting of the claim, and provide a good faith estimate of the amount of the indemnified loss. Within fifteen (15) days after receipt of the notice, notifying the Indemnifying Party shall either disburse funds relieve the Indemnifying Party from any liability or obligation hereunder except to the Indemnitee as reimbursement for the amount of the claims or notify the Indemnitee of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense extent of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities Damages caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefromdelay. Within 30 days after delivery of such notification, the Indemnifying Party shall notmay, in at its expense, upon written notice thereof to the Indemnified Party, assume control of the defense of such action, suit, proceeding or claim or any litigation resulting therefrom, consent with counsel reasonably satisfactory to the entry Indemnified Party. If the Indemnifying Party does not assume control of such defense, the Indemnified Party shall control such defense. The Party not controlling such defense may participate therein at its own expense; provided that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith shall be considered "DAMAGES" for purposes of this Agreement; provided, however, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one counsel for all Indemnified Parties. The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall not agree to any judgment (except with settlement of such action, suit, proceeding or claim without the prior written consent of Indemniteethe Indemnifying Party. The Indemnifying Party shall not agree to any settlement of such action, suit, proceeding or claim that does not include a complete release of the Indemnified Party from all liability with respect thereto or that imposes any liability or obligation on the Indemnified Party without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld) , conditioned or enter into any settlement (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such paymentdelayed.

Claims for Indemnification. (a) The party seeking A Party entitled to indemnification under Sections 13.01 or 13.02 of this Agreement Article VI ("Indemnitee"an “Indemnified Party”) shall give prompt notice written notification to the other party or parties from whom indemnification is sought ("the “Indemnifying Party"”) of the commencement of any claimaction, liability suit or other circumstance as proceeding relating to a third party claim for which recovery indemnification pursuant to this Article VI may be sought because of the indemnity set forth in Sections 13.01 or 13.02 and, in the case of a claim for indemnification by Buyer, in addition to all other rights to indemnification, Buyer shall have a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possible, the notice shall describe in reasonable detail the basis for the claim, include an itemized accounting of the claim, and provide a good faith estimate of the amount of the indemnified losssought. Within fifteen (15) days after receipt delivery of the noticesuch notification, the Indemnifying Party shall either disburse funds may, upon written notice thereof to the Indemnitee as reimbursement for the amount Indemnified Party, assume control of the claims defense of such action, suit or notify proceeding with counsel reasonably satisfactory to the Indemnitee Indemnified Party. If the Indemnifying Party does not assume control of such defense, the Indemnified Party shall control such defense. The party or parties not controlling such defense may participate therein at its or their own expense; provided that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such action, suit or proceeding, the reasonable fees and expenses of counsel to the Indemnified Party shall be considered “Damages” for purposes of this Agreement. The party or parties controlling such defense shall keep the other party or parties advised of the status of such action, suit or proceeding and the defense thereof and shall consider in good faith recommendations made by the other party or parties with respect thereto. The Indemnified Party shall not agree to any settlement of such action, suit or proceeding without the prior written consent of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld) or enter into . The Indemnifying Party shall not agree to any settlement (except with of such action, suit or proceeding without the prior written consent of Indemniteethe Indemnified Party, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such payment.

Claims for Indemnification. (a) The Except as provided for in Section 8.4(b), whenever any claim shall arise for indemnification hereunder, the party seeking entitled to indemnification under Sections 13.01 or 13.02 of this Agreement (the "IndemniteeIndemnified Party") shall give prompt notice promptly notify the party obligated to provide indemnification (the other party or parties ("Indemnifying Party") of any claim, liability or other circumstance as to which recovery may be sought because in writing of the indemnity set forth in Sections 13.01 or 13.02 claim and, in the case of a claim for indemnification by Buyer, in addition to all other rights to indemnification, Buyer shall have a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possiblewhen known, the notice shall describe in reasonable detail facts constituting the basis for such claim; provided, however, that the claim, include an itemized accounting failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligation hereunder to the claim, and provide extent such failure does not materially prejudice the Indemnifying Party (it being agreed that the inability to defend a good faith estimate of the claim which gives rise to any obligation to pay any monetary amount of any kind shall be considered to prejudice such Indemnifying Party). In the indemnified loss. Within fifteen (15) days after receipt event of any claim or demand asserted against the noticeIndemnified Party by a third party upon which the Indemnified Party may claim indemnification, the Indemnifying Party shall either disburse funds give written notice to the Indemnitee as reimbursement for Indemnified Party within 15 days after receipt of notice of such indemnification claim from the amount of the claims or notify the Indemnitee of Indemnified Party indicating whether the Indemnifying Party's intent Party intends to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Party shall not, in assume the defense of such claim or any litigation resulting therefromdemand. Notwithstanding such assumption, consent the Indemnified Party shall have the right to participate in such defense, by written notice given to the entry Indemnifying Party within 15 days from the date of any judgment the Indemnifying Party's notice, provided that such participation shall be at the expense of the Indemnified Party unless there is a conflict of interest between the Indemnified Party and the Indemnifying Party or different defenses are available to the Indemnified Party, in which case the cost of such participation (except with including attorneys fees for counsel selected by the written Indemnified Party) shall be reimbursed by the Indemnifying Party. If the Indemnifying Party assumes the defense and the Indemnified Party does not participate, the Indemnifying Party shall have the right fully to control and to settle the proceeding. If the Indemnified Party elects to participate in such defense, the parties shall cooperate in the defense of the proceeding, and shall not settle the same without the consent of Indemniteeeach, which consent shall not be unreasonably withheld) or enter into any settlement . If the Indemnifying Party elects not to assume the defense, the Indemnified Party shall have the right to do so (except with at the written consent expense of Indemnitee, which consent shall not be unreasonably withheldthe Indemnifying Party), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee and may pay and settle the same in good faith and without the consent of the Indemnifying Party's liability shall be conclusively established by any such payment.

Claims for Indemnification. (a) The Subject to Section 8.1, whenever any claim arises for indemnification hereunder the party seeking indemnification under Sections 13.01 or 13.02 of this Agreement (the "IndemniteeIndemnified Party") shall give prompt notice to ), will promptly notify the other party or parties from whom indemnification is sought (the "Indemnifying Party") of any claim, liability or other circumstance as to which recovery may be sought because of the indemnity set forth in Sections 13.01 or 13.02 claim and, when known, the facts constituting the basis for such claim. In the event that the Shareholders are seeking indemnification as the Indemnified Party hereunder, or indemnification is sought against the Shareholders as an Indemnifying Party hereunder, then in either such case, the Shareholders' Representative shall be entitled to act on behalf of, and receive notice on behalf of, the Shareholders for any and all purposes stated therein. In the case of a any such claim for indemnification by Buyer, hereunder resulting from or in addition to all other rights to indemnification, Buyer shall have connection with any claim or legal proceedings of a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possiblethird party (a "Third Party Claim"), the notice shall describe in to the Indemnifying Party will specify with reasonable detail specificity, if known, the basis for under which the claim, include right to indemnification is being asserted and the amount or an itemized accounting of the claim, and provide a good faith estimate of the amount of the indemnified lossliability arising therefrom. Within fifteen (15) days after receipt The Indemnifying Party shall have the right to dispute and defend all Third Party Claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by the Indemnifying Party, and the cost of such defense shall be borne by the noticeIndemnifying Party, except that the Indemnified Party shall have the right to participate in such defense at its own expense, and provided, however that the Indemnifying Party must first acknowledge that the claim is a bona fide indemnification claim under this Agreement. The Indemnified Party shall either disburse funds cooperate in all reasonable respects in the investigation, trial and defense of any such claim, including making personnel, books, and records relevant to the Indemnitee claim available to the Indemnifying Party, without charge, except for reasonable out-of-pocket expenses. If the Indemnifying Party fails to take action within thirty (30) days as reimbursement for set forth above, then the Indemnified Party shall have the right to pay, compromise or defend any Third Party Claim and to assert the amount of any payment on the claims Third Party Claim plus the reasonable expenses of defense or notify settlement as the Indemnitee claim. The Indemnified Party shall also have the right and upon delivery of advance written notice to such effect to the Indemnifying Party, exercisable in good faith, to take such action as may be reasonably necessary to avoid a default prior to the assumption of the defense of the Third Party Claim by the Indemnifying Party, and any reasonable expenses incurred by Indemnified Party so acting shall be paid by the Indemnifying Party. Except as otherwise provided herein, the Indemnified Party will not, except at its own cost and expense, settle or compromise any Third Party Claim for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall will not be unreasonably withheld) or enter into any settlement (except with the written consent of Indemnitee, which consent shall not . The parties intend that all indemnification claims be unreasonably withheld), which does not include made as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such paymentpromptly as practicable.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder, the Indemnified Party shall promptly notify (ain accordance with Section 10.7) The party seeking the Indemnifying Party of the claim and, when known, the facts constituting the basis for such claim; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. In the event of any such claim for indemnification under Sections 13.01 hereunder resulting from or 13.02 of this Agreement ("Indemnitee") shall give prompt in connection with any claim or legal proceedings by a third party, the notice to the other party or parties ("Indemnifying Party") of any claimParty shall specify, liability or other circumstance as to which recovery may be sought because of the indemnity set forth in Sections 13.01 or 13.02 andif known, in the case of a claim for indemnification by Buyer, in addition to all other rights to indemnification, Buyer shall have a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possible, the notice shall describe in reasonable detail the basis for the claim, include an itemized accounting of the claim, and provide a good faith estimate of the amount of the indemnified lossliability arising therefrom. Within fifteen (15) days after receipt The Indemnified Party shall not settle or compromise any claim by a third party for which it is seeking indemnification hereunder without the prior written consent of the notice, the Indemnifying Party shall either disburse funds to the Indemnitee as reimbursement for the amount of the claims or notify the Indemnitee of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld) or enter into any settlement (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld), unless the Indemnifying Party shall not have taken PAGE control of the defense of such claim as provided in Section 8.4 of this Agreement, after notification thereof pursuant to this Section 8.3, in which case the Indemnified Party may settle or compromise such claim without the Indemnifying Party's consent. Defense by the Indemnifying Party. In connection with any claim for indemnification hereunder resulting from or arising out of any claim or legal proceeding by a third party, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party given within 10 days after the date of the notice of the claim from the Indemnified Party pursuant to Section 8.3, assume the defense of such claim or legal proceeding with counsel approved by the Indemnified Party, which approval shall not be unreasonably withheld, if (a) the Indemnifying Party acknowledges to the Indemnified Party in writing the Indemnifying Party's obligations to indemnify the Indemnified Party with respect to all elements of such claim, (b) the third party seeks monetary damages only, and (c) an adverse resolution of the third party's claim would not have a material adverse effect on the goodwill or the reputation of the Indemnified Party or the Business or the future conduct of the business of the Indemnified Party or the Business. If the Indemnifying Party so assumes such defense, the Indemnified Party shall be entitled to participate in (but not control) such defense, with its counsel and at its own expense (except that the Indemnifying Party will be responsible for the reasonable fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest). In addition, if the Indemnifying Party so assumes such defense, it shall take all steps necessary in the defense or settlement thereof; provided, however, that the Indemnifying Party shall not consent to any settlement or to the entry of any judgment with respect to a claim or legal proceeding which does not include as an unconditional term thereof a complete release of the giving by the claimant or the plaintiff to the Indemnitee of a release Indemnified Party from all liability in with respect to such claim thereto or litigationwhich imposes any liability on the Indemnified Party without the written consent of the Indemnified Party. If such the Indemnifying Party does not (or is not permitted under the terms hereof to) assume the defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge of any such claim or judgmentlegal proceeding, Indemnitee (i) the Indemnified Party may pay defend against such claim or legal proceeding (with the Indemnifying Party responsible for the reasonable fees and settle expenses of counsel for the same Indemnified Party) in such manner as it may deem appropriate, including but not limited to settling such claim or legal proceeding on such terms as the Indemnified Party may deem appropriate, and (ii) the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. The party controlling the defense of a third-party claim pursuant to this Section 8.4 shall keep the other party advised of the status of such action, suit or proceeding and the defense thereof and shall consider in good faith and Indemnifying Party's liability shall be conclusively established recommendations made by any such payment.the other party with respect thereto. PAGE

Claims for Indemnification. (a) The party seeking indemnification under Sections 13.01 Indemnified Party will give the Indemnifying Party prompt written notice of any claim for Indemnification required by Section 10.1; provided, however, that no failure or 13.02 delay by the Indemnified Party in providing such notice shall relieve the Indemnifying Party of this Agreement ("Indemnitee") shall give prompt notice its obligations hereunder, except and to the other party or parties ("extent that the Indemnifying Party") of Party has been prejudiced thereby. If such claim involves any claim, liability assessment, action, suit or other circumstance as to which recovery may be sought because of the indemnity set forth in Sections 13.01 or 13.02 and, in the case of a claim for indemnification proceeding brought by Buyer, in addition to all other rights to indemnification, Buyer shall have a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possible, the notice shall describe in reasonable detail the basis for the claim, include an itemized accounting of the claim, and provide a good faith estimate of the amount of the indemnified loss. Within fifteen third party (15) days after receipt of the notice"Third Party Claim"), the Indemnifying Party shall either disburse funds undertake the defense thereof and will consult with the Indemnified Party concerning such defense during the course thereof. In the event that the Indemnifying Party within ten (10) business days after notice of any Third Party Claim fails to defend or to acknowledge its obligation to defend such Third Party Claim, the Indemnified Party may, upon written notice to the Indemnitee as reimbursement Indemnifying Party, elect to undertake the defense, compromise or settlement of such Third Party Claim on behalf and for the amount of the claims or notify the Indemnitee account and risk of the Indemnifying Party's intent Party and without any requirement to dispute obtain the claim. Failure by consent of the Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by compromise or settlement. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not, without the Indemnified Party's written consent (such consent not to be unreasonably withheld), settle or compromise any Third Party Claim or consent to entry of its right to defend such action. If any judgment in respect thereof, unless the Indemnifying Party assumes delivers to the defense Indemnified Party its written agreement to indemnify the Indemnified Party for any and all Damages sustained or incurred by the Indemnified Party which result from, arise out of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as are incidental to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Third Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld) or enter into any settlement (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such paymentClaim.

Claims for Indemnification. (a) The parties intend that all indemnification claims hereunder be made as promptly as practicable by the party seeking indemnification under Sections 13.01 or 13.02 of this Agreement (the "IndemniteeIndemnified Party") shall give prompt notice to ). Whenever any claim arises for indemnification hereunder the other Indemnified Party will promptly notify the party or parties from whom indemnification is sought (the "Indemnifying Party") of any claim, liability or other circumstance as to which recovery may be sought because of the indemnity set forth in Sections 13.01 or 13.02 claim and, in when known, the facts constituting the basis for such claim. In the case of a any such claim for indemnification by Buyer, hereunder resulting from or in addition to all other rights to indemnification, Buyer shall have connection with any claim or legal proceedings of a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possiblethird party (a "Third Party Claim"), the notice shall describe in reasonable detail to the basis for Indemnifying Party will specify, if known, the claim, include amount or an itemized accounting of the claim, and provide a good faith estimate of the amount of the indemnified lossliability arising therefrom. Within fifteen (15) days after receipt The Indemnifying Party shall have the right to dispute and defend all Third Party Claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by the Indemnifying Party, and the cost of such defense shall be borne by the noticeIndemnifying Party, except that the Indemnified Party shall have the right to participate in such defense at its own expense; and PROVIDED, HOWEVER, that the Indemnifying Party must first acknowledge that the claim is a bona fide indemnification claim under this Agreement. The Indemnified Party shall either disburse funds to the Indemnitee as reimbursement for the amount of the claims or notify the Indemnitee of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes cooperate in all reasonable respects in the defense of any such claim, including making personnel, books, and records relevant to the claim available to the Indemnifying Party, without charge, except for reasonable out-of-pocket expenses. If the Indemnifying Party fails to take action within thirty (30) days as set forth above, then the Indemnified Party shall have the right to pay, compromise or litigation resulting therefromdefend any Third Party Claim and to assert the amount of any payment on the Third Party Claim plus the reasonable expenses of defense or settlement as the claim. The Indemnified Party shall also have the right, exercisable in good faith, to take such action as may be necessary to avoid a default prior to the assumption of the defense of the Third Party Claim by the Indemnifying Party, and any reasonable expenses incurred by Indemnified Party so acting shall be paid by the Indemnifying Party. Except as otherwise provided herein, the obligations Indemnified Party will not settle or compromise any Third Party Claim for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which will not be unreasonably withheld. If the Indemnifying Party hereunder as is of the opinion that the Indemnified Party is not entitled to indemnification, or is not entitled to indemnification in the amount claimed in such notice, it will deliver, within ten (10) business days after the receipt of such notice, a written objection to such claim shall and written specifications in reasonable detail of the aspects or details objected to, and the grounds for such objection. If the Indemnifying Party filed timely written notice of objection to any claim for indemnification, the validity and amount of such claim will be limited determined by arbitration pursuant to taking all steps necessary Section 9.12 hereof. If timely notice of objection is not delivered or if a claim by an Indemnified Party is admitted in writing by an Indemnifying Party or if an arbitration award is made in favor of an Indemnified Party, the defense or settlement Indemnified Party, as a non-exclusive remedy, will have the right to set-off the amount of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and award against any and all costsamount yet owed, losseswhether due or to become due, damages and liabilities caused by or arising out of any settlement the Indemnified Party or any judgment in connection with such claim or litigation resulting therefrom. subsidiary thereof to any Indemnifying Party shall not, in (other than any such amount arising under the defense Employment Agreement by and between Xxxx X. Good and the Parent) by reason of such claim this Agreement or any litigation resulting therefrom, consent agreement or arrangement or contract to be entered into at the entry of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld) or enter into any settlement (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such paymentClosing.

Claims for Indemnification. In the event of the occurrence -------------------------- of any event which any party asserts is an identifiable event pursuant to this Article VII, the party claiming indemnification (a) The party seeking indemnification under Sections 13.01 or 13.02 of this Agreement (the "IndemniteeIndemnified Party") shall give provide prompt notice to the other party or parties required to provide indemnification (the "Indemnifying Party") of any claim), liability or other circumstance as specifying in detail the facts and circumstances with respect to which recovery may be sought because of the indemnity set forth in Sections 13.01 or 13.02 and, in the case of a such claim for indemnification by Buyer, in addition to all other rights to indemnification, Buyer shall have a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possible, the notice shall describe in reasonable detail and the basis for which indemnification is available hereunder, provided, however, that the failure to provide such notice shall only -------- ------- release the applicable Indemnifying Party from any of its obligations under this Article VII to the extent such Indemnifying Party is prejudiced by such failure. If such event involves the claim of any third party and if the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Damages that may result from such third party claim, include an itemized accounting of the claim, and provide a good faith estimate of the amount of the indemnified loss. Within fifteen (15) days after receipt of the notice, the Indemnifying Party shall either disburse funds to have the Indemnitee as reimbursement for the amount of the claims or notify the Indemnitee of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in control the defense or settlement of such claim or litigation resulting therefrom and to hold claim; provided, however, that (a) the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Indemnified Party shall not, be entitled to participate in the defense of such claim or any litigation resulting therefromat its own expense, consent to (b) the entry Indemnifying Party shall obtain the prior written approval of any judgment the Indemnified Party (except with the written consent of Indemnitee, which consent approval shall not be unreasonably withheldwithheld or delayed) or enter before entering into any settlement of such claim if, pursuant to or as a result of such settlement, injunctive or other non-monetary relief would be imposed against the Indemnified Party, (except c) the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, and shall assume all expense with respect to the defense or settlement of any claim to the extent such claim seeks an order, injunction or other equitable relief against the Indemnified Party which, if successful, could materially interfere with the business, operations, assets, condition (financial or otherwise) or prospects of the Indemnified Party, provided that the Indemnified Party shall provide written consent notice to the Indemnifying Party of Indemniteeits election to assume control over the defense of such claim pursuant to this Section 7.03(c), (d) if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which consent the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party; provided, -------- however, that in no event shall the Indemnifying Party be liable for the ------- expenses of more than one counsel in addition to local counsel and (e) if the Indemnifying Party is entitled but fails to assume control over the defense of a claim as provided in this Section 7.03, provided that the Damages associated with such claim are covered by the indemnity provisions of Section 7.01 or 7.02, the Indemnified Party shall have the right to defend such claim, provided, further, that the Indemnified Party shall obtain the prior written approval of the Indemnifying Party (which approval shall not be unreasonably withheld)withheld or delayed) before entering into any settlement of such claim if, which does not include pursuant to or as an unconditional term thereof a result of such settlement, injunctive or other non-monetary relief would be imposed against the giving by Indemnifying Party. In the claimant or event that the plaintiff Indemnifying Party shall be obligated to indemnify the Indemnified Party pursuant to this Article VII, the Indemnifying Party shall, upon payment of such indemnity in full, be subrogated to all rights of the Indemnified Party with respect to the Indemnitee of a release from all liability in respect claim to which such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such paymentindemnification relates.

Claims for Indemnification. Whenever any claim shall arise for indemnification under this Section 8, the Company or the Seller, as the case may be (a) The the party seeking indemnification under Sections 13.01 or 13.02 of this Agreement (such indemnification, the "IndemniteeIndemnified Party") ), shall give prompt notice to promptly notify the other party or parties hereto (the party or parties from whom indemnification is sought, the "Indemnifying Party"), and such Indemnifying Party's counsel pursuant to Section 11 herein, in writing (the "Indemnification Notice") of any the claim, liability or other circumstance as to which recovery may be sought because writing shall include the facts constituting the basis for such claim, the specific section of this Agreement upon which the claim is based and an estimate, if possible, of the indemnity set forth in Sections 13.01 or 13.02 and, in amount of damages suffered by the case Indemnified Party. In the event of a any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by Buyera third party (a "Third Party Claim"), in addition to all other rights to indemnificationthe Indemnification Notice shall specify, Buyer shall have a right to setoff if known, the amount or an estimate of the amount of said the liability arising therefrom and shall attach all correspondence and demands from such third party. In the event that any claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possiblefor indemnification involves a matter other than a Third Party Claim, the Indemnifying Party shall have 30 days from receipt of the Indemnification Notice to object to such claim by delivery of a written notice shall describe of such objection to the Indemnified Party specifying in reasonable detail the basis for the claim, include an itemized accounting such objection. Failure to timely object shall constitute a final and binding acceptance of the claimclaim for indemnification by the Indemnifying Party and the claim shall be paid in accordance with Section 8.5 hereof. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent, and provide a good faith estimate which shall not be unreasonably withheld or delayed, of the amount of Indemnifying Party; provided, however, that if suit shall have been instituted against the indemnified loss. Within fifteen (15) days after receipt of the notice, Indemnified Party and the Indemnifying Party shall either disburse funds not have taken control of such suit within ten (10) days after notification thereof, as provided in Section 11 of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim upon giving notice to the Indemnitee Indemnifying Party, so long as reimbursement for the amount of the claims or notify the Indemnitee such settlement includes a full release of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying party from such Third Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld) or enter into any settlement (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such paymentClaim.

Claims for Indemnification. (a) The party seeking Whenever any claim shall arise for indemnification under Sections 13.01 or 13.02 of this Agreement Agreement, the party entitled to indemnification (the "IndemniteeIndemnified Party") shall give prompt notice promptly notify the party obligated to provide indemnification (the other party or parties ("Indemnifying Party") of any claim, liability or other circumstance as to which recovery may be sought because of the indemnity set forth in Sections 13.01 or 13.02 claim and, in when known, the case facts constituting the basis for such claim; PROVIDED, HOWEVER, that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of a its obligation hereunder to the extent such failure does not materially prejudice the Indemnifying Party. In the event of any claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by Buyer, in addition to all other rights to indemnification, Buyer shall have a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possiblethird party, the notice to the Indemnifying Party shall describe in reasonable detail specify, if known, the basis for the claim, include amount or an itemized accounting of the claim, and provide a good faith estimate of the amount of the indemnified lossliability arising therefrom. Within fifteen (15) days after receipt of the noticeIf such claim or legal proceeding is a third party claim, the Indemnifying Party shall either disburse funds will have the right at its expense to assume the defense thereof using counsel reasonably acceptable to the Indemnitee as reimbursement for Indemnified Party. The Indemnified Party shall have the right to participate, at its own expense, with respect to any such third party claim. In connection with any such third party claim, the Indemnified and Indemnifying Parties shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such third party claim shall be settled without the prior written consent of the Indemnified Party. If a firm written offer is made to settle any such third party claim and the Indemnifying Party proposes to accept such settlement and the Indemnified Party refuses to consent to such settlement, then: (i) the Indemnifying Party shall be excused from, and the Indemnified Party shall be solely responsible for, all further defense of such third party claim; and (ii) the maximum liability of the Indemnifying Party relating to such third party claim shall be the amount of the claims or notify proposed settlement if the Indemnitee amount thereafter recovered by the Indemnified Party on such third party claim is greater than the amount of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld) or enter into any settlement (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such paymentproposed settlement.

Claims for Indemnification. (a) The party seeking A person entitled to indemnification under Sections 13.01 or 13.02 of this Agreement Section 7.1 ("Indemnitee"an “Indemnified Party”) shall give prompt notice written notification to the other party or parties person from whom indemnification is sought ("the “Indemnifying Party"”) of the commencement of any claimaction, liability suit or other circumstance as proceeding relating to a Third Party claim for which recovery indemnification may be sought because or, if earlier, upon the assertion of any such claim by a Third Party (it being understood and agreed, however, that the indemnity set forth in Sections 13.01 or 13.02 and, in the case failure by an Indemnified Party to give notice of a third-party claim for as provided in this Section 7.1(c) shall not relieve the Indemnifying Party of its indemnification by Buyer, in addition obligation under this Agreement except and only to all other rights to indemnification, Buyer shall have a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possible, the notice shall describe in reasonable detail the basis for the claim, include an itemized accounting that such Indemnifying Party is actually damaged as a result of the claim, and provide a good faith estimate of the amount of the indemnified losssuch failure to give notice). Within fifteen thirty (1530) days after receipt delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the noticedefense of such action, suit, proceeding or claim with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party does not assume control of such defense, the Indemnified Party shall control such defense. The Party not controlling such defense may participate therein at its own expense; provided that, if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, the Indemnifying Party shall either disburse funds be responsible for the reasonable fees and expenses of counsel to the Indemnitee as reimbursement Indemnified Party solely in connection therewith; provided, however, that in no event shall the Indemnifying Party be responsible for the amount fees and expenses of more than one counsel for all Indemnified Parties. The Party controlling such defense shall keep the other Party advised of the claims status of such action, suit, proceeding or notify claim and the Indemnitee defense thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld) , delayed or enter into conditioned. The Indemnifying Party shall not agree to any settlement (except of such action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from all liability with respect thereto or that imposes any liability or obligation on the Indemnified Party without the prior written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigationIndemnified Party. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such payment.*CONFIDENTIAL TREATMENT REQUESTED

Claims for Indemnification. (a) The parties intend that all indemnification claims hereunder be made as promptly as practicable by the party seeking indemnification under Sections 13.01 or 13.02 of this Agreement (the "IndemniteeIndemnified Party") shall give prompt notice to ). Whenever any claim arises for indemnification hereunder the other Indemnified Party will promptly notify the party or parties from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim; PROVIDED, HOWEVER, that any claim, liability or other circumstance as failure to which recovery may give such claim notice will not be sought because deemed a waiver of any rights of the indemnity set forth in Sections 13.01 or 13.02 and, in Indemnified Party except to the extent the rights of the Indemnifying party are actually prejudiced by such failure. In the case of a any such claim for indemnification by Buyer, hereunder resulting from or in addition to all other rights to indemnification, Buyer shall have connection with any claim or legal proceedings of a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possiblethird party (a "Third Party Claim"), the notice shall describe in reasonable detail to the basis for Indemnifying Party will specify, if known, the claim, include amount or an itemized accounting of the claim, and provide a good faith estimate of the amount of the indemnified lossliability arising therefrom. Within fifteen (15) days after receipt The Indemnifying Party shall have the right to dispute and defend all Third Party Claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by the Indemnifying Party, and the cost of such defense shall be borne by the noticeIndemnifying Party, except that the Indemnified Party shall have the right to participate in such defense at its own expense; and PROVIDED, HOWEVER that the Indemnifying Party must first acknowledge that the claim is a bona fide indemnification claim under this Agreement. The Indemnified Party shall either disburse funds to the Indemnitee as reimbursement for the amount of the claims or notify the Indemnitee of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes cooperate in all reasonable respects in the defense of any such claim, including making personnel, books, and records relevant to the claim or litigation resulting therefromavailable to the Indemnifying Party, without charge, except for reasonable out-of-pocket expenses. If the obligations of Indemnifying Party hereunder as fails to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Party shall not, in take assume the defense of such Third Party Claim within thirty (30) days as set forth above, then the Indemnified Party shall have the right to pay, compromise or defend any Third Party Claim and to assert the amount of any payment on the Third Party Claim plus the reasonable expenses of defense or settlement as its claim or any litigation resulting therefromfor indemnification. The Indemnified Party shall also have the right, consent exercisable in good faith, to take such action as may be necessary to avoid a default prior to the entry assumption of the defense of the Third Party Claim by the Indemnifying Party, and any judgment (except with reasonable expenses incurred by Indemnified Party so acting shall be paid by the Indemnifying Party. Except as otherwise provided herein, the Indemnified Party will not settle or compromise any Third Party Claim the defense of which has been assumed by the Indemnifying Party, without the prior written consent of Indemniteethe Indemnifying Party, which consent shall will not be unreasonably withheld. If the Indemnifying Party is of the opinion that the Indemnified Party is not entitled to indemnification, or is not entitled to indemnification in the amount claimed in such notice, it will deliver, within twenty (20) or enter into any settlement (except with business days after the receipt of the initial claim notice, a written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect objection to such claim and written specifications in reasonable detail of the aspects or litigationdetails objected to, and the grounds for such objection. If the Indemnifying Party filed timely written notice of objection to any claim for indemnification, the validity and amount of such defense is unsuccessful or abandoned claim will be determined by Indemnifying arbitration pursuant to Section 9.12 hereof. In determining the damages suffered by an Indemnified Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability there shall be conclusively established no duplication of the amounts claimed for recovery (E.G. a damage suffered by any such paymentAcquiring Sub shall not result in an equal amount of damages suffered by Encore). Unless otherwise set forth in this Agreement, the indemnification provided in this Article 8 shall be the sole and exclusive remedy of the parties.

Claims for Indemnification. (a) The parties intend that all indemnification claims hereunder be made as promptly as practicable by the party seeking indemnification under Sections 13.01 or 13.02 of this Agreement (the "IndemniteeIndemnified Party") shall give prompt notice to ). Whenever any claim arises for indemnification hereunder, the other Indemnified Party will promptly notify the party or parties from whom indemnification is sought (the "Indemnifying Party") of any claim, liability or other circumstance as to which recovery may be sought because of the indemnity set forth in Sections 13.01 or 13.02 claim and, in when known, the facts constituting the basis for such claim. In the case of a any such claim for indemnification by Buyer, hereunder resulting from or in addition to all other rights to indemnification, Buyer shall have connection with any claim or legal proceedings of a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possiblethird party, the notice shall describe in reasonable detail to the basis for Indemnifying Party will specify, if known, the claim, include amount or an itemized accounting of the claim, and provide a good faith estimate of the amount of the indemnified lossliability arising therefrom. Within fifteen (15) days after receipt of The Indemnified Party will not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the notice, the Indemnifying Party shall either disburse funds to the Indemnitee as reimbursement for the amount of the claims or notify the Indemnitee prior written consent of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall will not be unreasonably withheld. If the Indemnifying Party is of the opinion that the Indemnified Party is not entitled to indemnification, or is not entitled to indemnification in the amount claimed in such notice, it will deliver, within ten (10) or enter into any settlement (except with business days after the receipt of such notice, a written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect objection to such claim and written specification in reasonable detail of the aspects or litigationdetails objected to, and the grounds for such objection. If such defense is unsuccessful or abandoned by the Indemnifying PartyParty filed timely written notice of objection to any claim for indemnification, then, upon Indemnifying Party's failure to pay an the validity and amount sufficient to discharge any of such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall will be conclusively established determined by any such paymentarbitration pursuant to Section 13.17 hereof.

Claims for Indemnification. (a) The parties intend that all indemnification claims hereunder be made as promptly as practicable by the party seeking indemnification under Sections 13.01 or 13.02 of this Agreement (the "IndemniteeIndemnified Party") shall give prompt notice to ). Whenever any claim arises for indemnification hereunder the other Indemnified Party will promptly notify the party or parties from whom indemnification is sought (the "Indemnifying Party") of any claim, liability or other circumstance as to which recovery may be sought because of the indemnity set forth in Sections 13.01 or 13.02 claim and, in when known, the facts constituting the basis for such claim. In the case of a any such claim for indemnification by Buyer, hereunder resulting from or in addition to all other rights to indemnification, Buyer shall have connection with any claim or legal proceedings of a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possiblethird party (a "Third Party Claim"), the notice shall describe in reasonable detail to the basis for Indemnifying Party will specify, if known, the claim, include amount or an itemized accounting of the claim, and provide a good faith estimate of the amount of the indemnified lossliability arising therefrom. Within fifteen (15) days after receipt The Indemnifying Party shall have the right to dispute and defend all Third Party Claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by the Indemnifying Party, and the cost of such defense shall be borne by the noticeIndemnifying Party, except that the Indemnified Party shall have the right to participate in such defense at its own expense, and PROVIDED, HOWEVER that the Indemnifying Party must first acknowledge that the claim is a bona fide indemnification claim under this Agreement. The Indemnified Party shall either disburse funds to the Indemnitee as reimbursement for the amount of the claims or notify the Indemnitee of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes cooperate in all reasonable respects in the defense of any such claim, including making personnel, books, and records relevant to the claim or litigation resulting therefromavailable to the Indemnifying Party, without charge, except for reasonable out-of-pocket expenses. If the obligations of Indemnifying Party hereunder fails to take action within thirty (30) days as set forth above, then the Indemnified Party shall have the right to such claim shall be limited pay, compromise or defend any Third Party Claim and to taking all steps necessary in assert the amount of any payment on the Third Party Claim plus the reasonable expenses of defense or settlement of the claim. The Indemnified Party shall also have the right, exercisable in good faith, to take such action as may be necessary to avoid a default prior to the assumption of the defense of the Third Party Claim by the Indemnifying Party, and any reasonable expenses incurred by Indemnified Party so acting shall be paid by the Indemnifying Party. Except as otherwise provided herein, the Indemnified Party will not settle or compromise any Third Party Claim for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which will not be unreasonably withheld. If the Indemnifying Party is of the opinion that the Indemnified Party is not entitled to indemnification, or is not entitled to indemnification in the amount claimed in such notice, it will deliver, within ten (10) business days after the receipt of such notice, a written objection to such claim and written specifications in reasonable detail of the aspects or litigation resulting therefrom details objected to, and the grounds for such objection. If the Indemnifying Party filed timely written notice of objection to hold any claim for indemnification, the Indemnitee harmless from validity and against any and all costs, losses, damages and liabilities caused by or arising out amount of any settlement or any judgment in connection with such claim will be determined by arbitration pursuant to Section 9.12 hereof. If timely notice of objection is not delivered or litigation resulting therefrom. if a claim by an Indemnified Party is admitted in writing by an Indemnifying Party shall notor if an arbitration award is made in favor of an Indemnified Party, in the defense Indemnified Party, as a non-exclusive remedy, will have the right to set-off the amount of such claim or award against any litigation resulting therefromamount yet owed, consent whether due or to the entry of any judgment (except with the written consent of Indemniteebecome due, which consent shall not be unreasonably withheld) or enter into any settlement (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant Indemnified Party or any subsidiary thereof to any Indemnifying Party by reason of this Agreement or any agreement or arrangement or contract to be entered into at the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such paymentClosing.

Claims for Indemnification. (a) The A party seeking indemnification under Sections 13.01 or 13.02 of this Agreement (the "IndemniteeIndemnified Party") shall give prompt notice to first notify the other party or parties from whom indemnification is sought (the "Indemnifying Party") in writing of any claimevent, liability or other circumstance as of any facts, which, in its opinion, entitle or may entitle the Indemnified Party to which recovery may be sought because indemnification under this Article VI. The notice from the Indemnified Party shall specify all facts then known to it relating to its claim for indemnification and the amount or estimated amount of the indemnity liability arising therefrom. The right of the Indemnified Party to indemnification and the amount or the estimated amount thereof, as set forth in Sections 13.01 or 13.02 andthe notice, in shall be deemed agreed to by the case of a claim for indemnification by BuyerIndemnifying Party unless, in addition to all other rights to indemnification, Buyer shall have a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possible, the notice shall describe in reasonable detail the basis for the claim, include an itemized accounting of the claim, and provide a good faith estimate of the amount of the indemnified loss. Within fifteen (15) within 30 days after the receipt of the such notice, the Indemnifying Party shall either disburse funds to notifies the Indemnitee as reimbursement for Indemnified Party in writing that it disputes the amount right of the claims Indemnified Party to indemnification as set forth or notify estimated in the Indemnitee notice or that the Indemnifying Party elects to defend, in the manner provided in Section 6.4 hereof, the claim giving rise to such indemnification right. If the Indemnified Party shall be duly notified that the Indemnifying Party disputes such claim as aforesaid, the parties shall endeavor to settle and compromise such dispute but no such settlement or compromise shall be effected without the consent of both. If unable to do any of the foregoing, such dispute as to indemnification shall be determined by appropriate litigation (which shall mean when the claim has been finally determined by a court or tribunal from which determination no appeal is or may be taken or when the defense thereto has been abandoned); and any right of an Indemnified Party to indemnification established by reason of such settlement, compromise, or litigation shall be promptly thereafter paid and satisfied by the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld) or enter into any settlement (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such payment.

Claims for Indemnification. (a) The party seeking A Person entitled to indemnification under Sections 13.01 or 13.02 of this Agreement Section 12.1 ("Indemnitee"an “Indemnified Party”) shall give prompt notice written notification to the other party or parties Party from whom indemnification is sought ("the “Indemnifying Party"”) of the commencement of any claimaction, liability suit or other circumstance as proceeding relating to a Third Party claim for which recovery indemnification may be sought because or, if earlier, upon the assertion of any such claim by a Third Party (it being understood and agreed, however, that the indemnity set forth in Sections 13.01 or 13.02 and, in the case failure by an Indemnified Party to give notice of a Third Party claim for as provided in this Section 12.1(c) shall not relieve the Indemnifying Party of its indemnification by Buyer, in addition obligation under this Agreement except and only to all other rights to indemnification, Buyer shall have a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possible, the notice shall describe in reasonable detail the basis for the claim, include an itemized accounting that such Indemnifying Party is actually damaged as a result of the claim, and provide a good faith estimate of the amount of the indemnified losssuch failure to give notice). Within fifteen thirty (1530) days after receipt delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the noticedefense of such action, suit, proceeding or claim with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party does not assume control of such defense, the Indemnified Party shall control such defense. The Party not controlling such defense may participate therein at its own expense; provided that, if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, the Indemnifying Party shall either disburse funds be responsible for the reasonable fees and expenses of counsel to the Indemnitee as reimbursement Indemnified Party solely in connection therewith; provided, however, that in no event shall the Indemnifying Party be responsible for the amount fees and expenses of more than one counsel for all Indemnified Parties. The Party controlling such defense shall keep the other Party advised of the claims status of such action, suit, proceeding or notify claim and the Indemnitee defense thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld) , delayed or enter into conditioned. The Indemnifying Party shall not agree to any settlement (except of such action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from all liability with respect thereto or that imposes any liability or obligation on the Indemnified Party without the prior written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Indemnified Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such payment.

Claims for Indemnification. Whenever any claim shall arise for indemnification under this Section 2, the IP Buyer or the US Buyer, on the one hand, or the Company, on the other hand (a) The the party seeking indemnification under Sections 13.01 or 13.02 of this Agreement (such indemnification, the "IndemniteeIndemnified Party") ), shall give prompt notice to promptly notify the other party or parties hereto (the party or parties from whom indemnification is sought, the "Indemnifying Party"), and such Indemnifying Party's counsel pursuant to the IP Purchase Agreement or the US Purchase Agreement, as applicable, in writing (the "Indemnification Notice") of any the claim, liability or other circumstance as to which recovery may be sought because writing shall include the facts constituting the basis for such claim, the specific section of the indemnity set forth in Sections 13.01 IP Purchase Agreement or 13.02 andthe US Purchase Agreement, in as applicable, upon which the case claim is based and an estimate, if possible, of a the amount of damages suffered by the Indemnified Party. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by Buyera third party (a "Third Party Claim"), in addition to all other rights to indemnificationthe Indemnification Notice shall specify, Buyer shall have a right to setoff if known, the amount or an estimate of the amount of said the liability arising therefrom and shall attach all correspondence and demands from such third party. In the event that any claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possiblefor indemnification involves a matter other than a Third Party Claim, the Indemnifying Party shall have thirty (30) days from receipt of the Indemnification Notice to object to such claim by delivery of a written notice shall describe of such objection to the Indemnified Party specifying in reasonable detail the basis for the claim, include an itemized accounting such objection. Failure to timely object shall constitute a final and binding acceptance of the claimclaim for indemnification by the Indemnifying Party and the claim shall be paid in accordance with Section 2.5 hereof. The Indemnified Party shall not settle or compromise any Third Party Claim for which it is entitled to indemnification hereunder without the prior written consent, and provide a good faith estimate which shall not be unreasonably withheld or delayed, of the amount of Indemnifying Party; provided, however, that if suit shall have been instituted against the indemnified loss. Within fifteen (15) days after receipt of the notice, Indemnified Party and the Indemnifying Party shall either disburse funds not have taken control of such suit within twenty (20) days after notification thereof, the Indemnified Party shall (until such time as the Indemnifying Party assumes control of the defense) have the right to settle or compromise such claim on commercially reasonable terms upon giving notice to the Indemnitee Indemnifying Party, so long as reimbursement for the amount of the claims or notify the Indemnitee such settlement includes a full release of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any from such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Third Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld) or enter into any settlement (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such paymentClaim.

Claims for Indemnification. (a) The party seeking 6.6.1 A Person entitled to indemnification under Sections 13.01 6.4 or 13.02 of this Agreement 6.5 (an "IndemniteeIndemnified Party") shall give prompt notice written notification to the other party or parties from whom indemnification is sought (the "Indemnifying Party") of the commencement of any claimaction, liability suit or other circumstance as proceeding relating to a third party claim for which recovery indemnification may be sought because or, if earlier, upon the assertion of any such claim by a third party (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a third party claim as provided in this Section 6.6 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually prejudiced as a result of such failure to give notice). 6.6.2 Within [*****] calendar days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the indemnity set forth in Sections 13.01 defense of such action, suit, proceeding or 13.02 and, in claim with counsel reasonably satisfactory to the case Indemnified Party. If the Indemnifying Party does not assume control of a claim for indemnification by Buyer, in addition to all other rights to indemnification, Buyer shall have a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possiblesuch defense, the notice Indemnified Party shall describe in reasonable detail control such defense. 6.6.3 The party not controlling such defense may participate therein at its own expense; provided that if the basis for Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, include an itemized accounting of the claim, and provide a good faith estimate of the amount of the indemnified loss. Within fifteen (15) days after receipt of the notice, the Indemnifying Party shall either disburse funds be responsible for the reasonable fees and expenses of counsel to the Indemnitee as reimbursement Indemnified Party solely in connection therewith; provided further that in no event shall the Indemnifying Party be responsible for the amount fees and expenses of more than one counsel in any one jurisdiction for all Indemnified parties. 6.6.4 The party controlling such defense shall keep the other party advised of the claims status of such action, suit, proceeding or notify claim and the Indemnitee defense thereof and shall consider recommendations made by the other party with respect thereto. 6.6.5 The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party's intent to dispute the claim, which shall not be unreasonably withheld or delayed. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. The Indemnifying Party shall not, in without the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the prior written consent of Indemniteethe Indemnified Party, which consent shall not be unreasonably withheld) or enter into agree to any settlement (except with the written of such action, suit, proceeding or claim or consent of Indemnitee, which consent shall not be unreasonably withheld), which to any judgment in respect thereof that does not include as an a complete and unconditional term thereof release of the giving by the claimant or the plaintiff to the Indemnitee of a release Indemnified Party from all liability in with respect thereto or that imposes any liability or obligation on the Indemnified Party. For the avoidance of doubt, the Indemnifying Party is not obliged to act contrary to a judgment or to an official directive, even if not final and conclusive. 6.7 No Consequential or Punitive Damages. NEITHER PARTY HERETO WILL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT OR THE EXERCISE OF ITS RIGHTS HEREUNDER, REGARDLESS OF ANY NOTICE OF SUCH DAMAGES; PROVIDED THAT NOTHING IN THIS SECTION 6.7 IS INTENDED TO LIMIT OR RESTRICT (A) THE INDEMNIFICATION RIGHTS OR OBLIGATIONS OF EITHER PARTY WITH RESPECT TO THIRD PARTY CLAIMS,OR (B) ANY CLAIMS WITH RESPECT TO A BREACH OF A PARTY'S OBLIGATIONS OF CONFIDENTIALITY IN ARTICLE 10. 17 / 17 Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such claim or litigationomission. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such payment.6.8

Claims for Indemnification. (a) The parties intend that all indemnification claims hereunder be made as promptly as practicable by the party seeking indemnification under Sections 13.01 or 13.02 of this Agreement (the "IndemniteeIndemnified Party") shall give prompt notice to ). Whenever any claim arises for indemnification hereunder the other Indemnified Party will promptly notify the party or parties from whom indemnification is sought (the "Indemnifying Party") of any claim, liability or other circumstance as to which recovery may be sought because of the indemnity set forth in Sections 13.01 or 13.02 claim and, in when known, the facts constituting the basis for such claim. In the case of a any such claim for indemnification by Buyer, hereunder resulting from or in addition to all other rights to indemnification, Buyer shall have connection with any claim or legal proceedings of a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possiblethird party (a "Third Party Claim"), the notice shall describe in reasonable detail to the basis for Indemnifying Party will specify, if known, the claim, include amount or an itemized accounting of the claim, and provide a good faith estimate of the amount of the indemnified lossliability arising therefrom. Within fifteen (15) days after receipt The Indemnifying Party shall have the right to dispute and defend all Third Party Claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by the Indemnifying Party, and the cost of such defense shall be borne by the noticeIndemnifying Party, except that the Indemnified Party shall have the right to participate in such defense at its own expense, and PROVIDED, HOWEVER that the Indemnifying Party must first acknowledge that the claim is a bona fide indemnification claim under this Agreement. The Indemnified Party shall either disburse funds to the Indemnitee as reimbursement for the amount of the claims or notify the Indemnitee of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes cooperate in all reasonable respects in the defense of any such claim, including making personnel, books, and records relevant to the claim available to the Indemnifying Party, without charge, except for reasonable out-of-pocket expenses. If the Indemnifying Party fails to take action within thirty (30) days as set forth above, then the Indemnified Party shall have the right to pay, compromise or litigation resulting therefromdefend any Third Party Claim and to assert the amount of any payment on the Third Party Claim plus the reasonable expenses of defense or settlement as the claim. The Indemnified Party shall also have the right, exercisable in good faith, to take such action as may be necessary to avoid a default prior to the assumption of the defense of the Third Party Claim by the Indemnifying Party, and any reasonable expenses incurred by Indemnified Party so acting shall be paid by the Indemnifying Party. Except as otherwise provided herein, the obligations Indemnified Party will not settle or compromise any Third Party Claim for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which will not be unreasonably withheld. If the Indemnifying Party hereunder as is of the opinion that the Indemnified Party is not entitled to indemnification, or is not entitled to indemnification in the amount claimed in such notice, it will deliver, within ten (10) business days after the receipt of such notice, a written objection to such claim shall and written specifications in reasonable detail of the aspects or details objected to, and the grounds for such objection. If the Indemnifying Party filed timely written notice of objection to any claim for indemnification, the validity and amount of such claim will be limited determined by arbitration pursuant to taking all steps necessary Section 9.12 hereof. If timely notice of objection is not delivered or if a claim by an Indemnified Party is admitted in writing by an Indemnifying Party or if an arbitration award is made in favor of an Indemnified Party, the defense or settlement Indemnified Party, as a non-exclusive remedy, will have the right to set-off the amount of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and award against any and all costsamount yet owed, losseswhether due or to become due, damages and liabilities caused by or arising out of any settlement the Indemnified Party or any judgment in connection with such claim or litigation resulting therefrom. subsidiary thereof to any Indemnifying Party shall not, in the defense by reason of such claim this Agreement or any litigation resulting therefrom, consent agreement or arrangement or contract to be entered into at the entry of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld) or enter into any settlement (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such paymentClosing.

Claims for Indemnification. In the event of the occurrence of any event which any party asserts is an indemnifiable event pursuant to this Article VIII, the party claiming indemnification (a) The party seeking indemnification under Sections 13.01 or 13.02 of this Agreement (the "IndemniteeIndemnified Party") shall give provide prompt notice to the other indemnifying party or parties (the "Indemnifying Party") of any claim), liability or other circumstance as specifying in detail the facts and circumstances with respect to which recovery may be sought because of the indemnity set forth in Sections 13.01 or 13.02 and, in the case of a such claim for indemnification by Buyer, in addition to all other rights to indemnification, Buyer shall have a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possible, the notice shall describe in reasonable detail and the basis for which indemnification is available hereunder. If such event involves the claim, include an itemized accounting claim of the claim, and provide a good faith estimate of the amount of the indemnified loss. Within fifteen (15) days after receipt of the notice, any third party the Indemnifying Party shall either disburse funds to have the Indemnitee as reimbursement for the amount of the claims or notify the Indemnitee of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in control the defense or settlement of such claim or litigation resulting therefrom and to hold claim, provided, however, that (a) the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Indemnified Party shall not, be entitled to participate in the defense of such claim or any litigation resulting therefromat its own expense, consent to (b) the entry Indemnifying Party shall obtain the prior written approval of any judgment the Indemnified Party (except with the written consent of Indemnitee, which consent approval shall not be unreasonably withheldwithheld or delayed) or enter before entering into any settlement of such claim if, pursuant to or as a result of such settlement, injunctive or other non-monetary relief would be imposed against the Indemnified Party, (except c) the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, and shall assume all expense with respect to the defense or settlement of any claim to the extent such claim seeks an order, injunction or other equitable relief against the Indemnified Party which, if successful, could materially interfere with the business, operations, assets, condition (financial or otherwise) or prospects of the Indemnified Party, provided that the Indemnified Party shall provide written consent notice to the Indemnifying Party of Indemniteeits election to assume control over the defense of such claim pursuant to this Section 8.03(c), and (d) if the Indemnifying Party is entitled but fails to assume control over the defense of a claim as provided in this Section 8.03, provided that the Damages associated with such claim are covered by the indemnity provisions of Section 8.02, the Indemnified Party shall have the right to defend such claim, provided further that the Indemnified Party shall obtain the prior written approval of the Indemnifying Party (which consent approval shall not be unreasonably withheld)withheld or delayed) before entering into any settlement of such claim if, which does not include pursuant to or as an unconditional term thereof a result of such settlement, injunctive or other non-monetary relief would be imposed against the giving by Indemnifying Party. In the claimant or event that the plaintiff Indemnifying Party shall be obligated to indemnify the Indemnified Party pursuant to this Article VIII, the Indemnifying Party shall, upon payment of such indemnity in full, be subrogated to all rights of the Indemnified Party with respect to the Indemnitee of a release from all liability in respect claim to which such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such paymentindemnification relates.

Claims for Indemnification. (a) The Whenever any claim shall arise -------------------------- for indemnification hereunder, the party seeking indemnification under Sections 13.01 or 13.02 of this Agreement (the "IndemniteeIndemnified Party") shall give prompt notice to promptly notify the other party or parties from whom indemnification ------------------ is sought (the "Indemnifying Party") of the claim and, when and to the extent ------------------ known, the facts constituting the basis for such claim; provided, however, that -------- ------- no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any claim, liability or other circumstance as obligation hereunder except to which recovery may be sought because the extent of any damage or liability caused by or arising out of such delay. In the indemnity set forth in Sections 13.01 or 13.02 and, in the case event of a any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by Buyer, in addition to all other rights to indemnification, Buyer shall have a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possiblethird party, the notice to the Indemnifying Party shall describe in reasonable detail specify, if known, the basis for the claim, include amount or an itemized accounting of the claim, and provide a good faith estimate of the amount of the indemnified lossliability arising therefrom. Within fifteen (15) days after receipt The Indemnified Party shall not settle or compromise any claim by a third party for which it is seeking indemnification hereunder without the prior written consent of the notice, the Indemnifying Party shall either disburse funds to the Indemnitee as reimbursement for the amount of the claims or notify the Indemnitee of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld) or enter into any settlement (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld), which does unless the Indemnifying Party shall not include as an unconditional term thereof have taken control of the giving by the claimant or the plaintiff to the Indemnitee defense of a release from all liability in respect to such claim as provided in Section 7.4 of this Agreement, after notification thereof pursuant to this Section 7.3, in which case the Indemnified Party may settle or litigation. If compromise such defense is unsuccessful or abandoned by Indemnifying Party, then, upon claim without the Indemnifying Party's failure consent. If an Indemnified Party is seeking to pay an amount sufficient enforce any claim pursuant to discharge the Escrow Agreement, a copy of the claim notice and all other notices provided for in this Article VII shall also be delivered by the party providing such notice to the Escrow Agent; provided, however, that no delay on the part of the -------- ------- Indemnified Party in notifying the Escrow Agent shall relieve the Indemnifying Party from any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such paymentdelay.

Claims for Indemnification. The Parties intend that all indemnification claims hereunder be made as promptly as practicable by the Claimant. Whenever any claim arises for indemnification hereunder the Claimant will promptly notify the party from whom indemnification is sought (a) The party seeking indemnification under Sections 13.01 or 13.02 of this Agreement ("Indemnitee") shall give prompt notice to the other party or parties ("Indemnifying Party") of any claim, liability or other circumstance as to which recovery may be sought because of the indemnity set forth in Sections 13.01 or 13.02 claim and, in when known, the facts constituting the basis for such claim. In the case of a any such claim for indemnification by Buyer, hereunder resulting from or in addition to all other rights to indemnification, Buyer shall have connection with any claim or legal proceedings of a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possiblethird party (a "Third Party Claim"), the notice shall describe in reasonable detail to the basis for Indemnifying Party will specify, if known, the claim, include amount or an itemized accounting of the claim, and provide a good faith estimate of the amount of the indemnified lossliability arising therefrom. Within fifteen (15) days after receipt of the notice, The failure to so notify the Indemnifying Party shall either disburse funds not constitute a waiver of such claim but a Claimant shall not be entitled to receive any indemnification with respect to any Loss that occurred as a result of the failure of the Claimant to give such notice. The Indemnifying Party shall have the right (without prejudice to the Indemnitee right of any Claimant to participate at its expense through counsel of its own choosing) to defend or prosecute such claim at its expense and through counsel of its own choosing if it gives written notice of its intention to do so not later than twenty days following notice thereof of such claim by the Claimant or such shorter time period as reimbursement for required so that the amount interests of the claims Claimant would not be materially prejudiced as a result of its failure to have received such notice; provided, however, that if the defendants in any action shall include both an Indemnifying Party and a Claimant and the Claimant shall have reasonably concluded that counsel selected by the Indemnifying Party has a conflict of interest because of the availability of different or notify additional defenses to the Indemnitee Claimant, the Claimant shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnifying Party's intent . If the Indemnifying Party does not so choose to dispute defend or prosecute any such claim asserted by a third party for which a Claimant would be entitled to indemnification hereunder, then the Claimant shall be entitled to recover from the Indemnifying Party, on a monthly basis, all of its attorneys' reasonable fees and other costs and expenses of litigation of any nature whatsoever incurred in the defense of such claim. Failure Notwithstanding the assumption of the defense of any claim by an Indemnifying Party pursuant to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof this Article, the Claimant shall be deemed a waiver by Indemnifying Party of its have the right to defend such actionapprove the terms of any settlement of a claim (which approval shall not be unreasonably withheld). If In the event that the Indemnifying Party assumes the defense of any such claim or litigation resulting therefroma Third Party Claim, the obligations of Indemnifying Party shall have the right to dispute and defend such Third Party Claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Except as otherwise provided herein, the Claimant will not settle or compromise any Third Party Claim for which it is entitled to indemnification hereunder as without the prior written consent of the Indemnifying Party, which will not be unreasonably withheld. If the Indemnifying Party is of the opinion that the Claimant is not entitled to indemnification, or is not entitled to indemnification in the amount claimed in such notice, it will deliver, within twenty (20) business days after the receipt of such notice, a written objection to such claim and written specifications in reasonable detail of the aspects or details objected to, and the grounds for such objection. The Indemnifying Party and the Claimant shall cooperate in furnishing evidence and testimony and in any other manner which the other may reasonably request, and shall in all other respects have an obligation of good faith dealing, one to the other, so as not to unreasonably expose the other to an undue risk of loss. The Claimant shall be limited entitled to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused reimbursement for out-of-pocket expenses reasonably incurred by or arising out of any settlement or any judgment it in connection with such claim cooperation. Except for fees and expenses for which indemnification is provided pursuant to Section 6.2 or litigation resulting therefrom. Indemnifying Party shall notSection 6.3, in as the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld) or enter into any settlement (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such payment.case

Claims for Indemnification. (a) The party seeking Whenever any claim shall arise for indemnification under Sections 13.01 this Section 9.2, Purchaser or 13.02 Oak Tree shall promptly notify in writing the Seller and the Stockholders of the claim and, when known, the facts constituting the basis for such claim. In the event of any claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a person who is not a party to this Agreement ("IndemniteeThird Party Claim") ), such notice shall give prompt notice to the other party or parties ("Indemnifying Party") of any claimalso specify, liability or other circumstance as to which recovery may be sought because of the indemnity set forth in Sections 13.01 or 13.02 andif known, in the case of a claim for indemnification by Buyer, in addition to all other rights to indemnification, Buyer shall have a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possible, the notice shall describe in reasonable detail the basis for the claim, include an itemized accounting of the claim, and provide a good faith estimate of the amount of the indemnified lossliability arising therefrom. Within fifteen (15) days after receipt Neither Oak Tree nor Purchaser shall incur any expenses, or settle or compromise or enter into any binding agreement to settle or compromise, or consent to entry of the noticeany judgment arising from, the Indemnifying Party shall either disburse funds to the Indemnitee as reimbursement for the amount of the claims or notify the Indemnitee of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after claim or proceeding except in accordance with this Section 9.2. Purchaser will give Seller and the Stockholders prompt written notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefromand, with respect to any Third Party Claim, Seller and the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in Stockholders will undertake the defense thereof by representatives of their own choosing reasonably satisfactory to Purchaser. Purchaser shall have the right to participate in any such defense of a Third Party Claim with advisory counsel of its own choosing at its own expense. In the event Seller or the Stockholders, within a reasonable time after notice of any such Third Party Claim, fails to defend, Purchaser or any parent, subsidiary or affiliate of Purchaser will have the right to undertake the defense, compromise or settlement of such claim or litigation resulting therefrom Third Party Claim on behalf of, and to hold for the Indemnitee harmless from account of, Seller and against any the Stockholders, at the expense and all costs, losses, damages risk of Seller and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefromthe Stockholders. Indemnifying Party Seller and the Stockholders shall not, in the defense of without Purchaser's written consent, settle or compromise any such claim Third Party Claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld) or enter into any settlement (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to Purchaser and/or Purchaser's parent, subsidiary or subsidiaries, or affiliate or affiliates, as the Indemnitee of a case may be, an unconditional release from all liability in respect of such Third Party Claim. The Purchaser and Oak Tree will cooperate with Seller and Stockholders in connection with the defense or settlement of such Third Party Claim. Notwithstanding the foregoing, Seller and the Stockholders shall have the right to such claim or litigation. If such defense dispute the issue of whether it is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure obligated hereunder to pay an amount sufficient indemnify Purchaser with respect to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such paymentparticular Third Party Claim.

Claims for Indemnification. (a) The party seeking A Person entitled to indemnification under Sections 13.01 or 13.02 of this Agreement Article VI ("Indemnitee"an “Indemnified Party”) shall give prompt notice written notification to the other party or parties Person from whom indemnification is sought ("the “Indemnifying Party"”) of the commencement of any claimaction, liability suit or other circumstance as proceeding relating to a Third Party claim for which recovery indemnification may be sought because or, if earlier, upon the assertion of any such claim by a Third Party (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a Third-Party claim as provided in this Section 6.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give notice). Within thirty (30) days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the indemnity set forth in Sections 13.01 defense of such action, suit, proceeding or 13.02 claim with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party does not assume control of such defense, the Indemnified Party shall control such defense and, in without limiting the case of a claim for Indemnifying Party’s indemnification by Buyer, in addition to all other rights to indemnification, Buyer shall have a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possibleobligations, the notice Indemnifying Party shall describe reimburse the Indemnified Party for all reasonable and verifiable out-of-pocket costs, including attorney fees, incurred by the Indemnified Party in reasonable detail the basis for the claim, include an itemized accounting of the claim, and provide a good faith estimate of the amount of the indemnified loss. Within fifteen defending itself within sixty (1560) days after receipt of any invoice therefor from the noticeIndemnified Party. The Party not controlling such defense may participate therein at its own expense; provided that, if the Indemnifying Party assumes control of such defense and the Indemnified Party in good faith concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, the Indemnifying Party shall either disburse funds be responsible for the reasonable and verifiable fees and expenses of counsel to the Indemnitee as reimbursement for Indemnified Party in connection therewith. The Party controlling such defense shall keep the amount other Party advised of the claims status of such action, suit, proceeding or notify claim and the Indemnitee defense thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld) , delayed or enter into conditioned. The Indemnifying Party shall not agree to any settlement (except with of such action, suit, proceeding or claim or consent to any judgment in respect thereof without the prior written consent of Indemniteethe Indemnified Party, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant delayed or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigationconditioned. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such payment.ARTICLE VII

Claims for Indemnification. (a) The Whenever any claim shall arise for indemnification hereunder, the party seeking indemnification under Sections 13.01 or 13.02 of this Agreement (the "IndemniteeIndemnified Party"), shall promptly provide written notification (the "Claim Notice") shall give prompt notice to the other party or parties from whom indemnification is sought (the "Indemnifying Party") of any claim, liability or other circumstance as to which recovery may be sought because of the indemnity set forth in Sections 13.01 or 13.02 and, in the case of (i) a claim for indemnification by Buyer, in addition to all other rights to indemnification, Buyer shall have a right to setoff description and the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possible, the notice shall describe in reasonable detail the basis for the claim, include an itemized accounting of the claim, and provide a good faith estimate of the amount of the Damages incurred or reasonably expected to be incurred by the indemnified lossParty (the "Claim Amount") and the liability arising therefrom, and (ii) a statement that the Indemnified Party is entitled to indemnification under this Section 8 for such Damages and a reasonable explanation of the basis therefor. Within fifteen (15) In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-party, the Claim Notice shall be given within 20 business days after receipt by the Indemnified Party of notice of such suit or proceeding. If the Indemnified Party is seeking to enforce such claim pursuant to the Escrow Agreement, the Indemnified Party shall deliver a copy of the noticeClaim Notice to the Escrow Agent as well as to the Indemnifying Party. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which may be withheld by the Indemnifying Party in its sole discretion, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 8.4 of this Agreement. Within 20 days after delivery of a Claim Notice, the Indemnifying Party shall either disburse funds deliver to the Indemnitee as reimbursement for Indemnified Party a written response (the amount "Response") in which the Indemnifying Party shall: (i) agree that the Indemnified Party is entitled to receive all of the claims Claimed Amount (in which case the Response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or notify by wire transfer, or by tendering Shares or Warrant Shares; provided that if the Indemnitee of Indemnified Party is seeking to enforce such claim pursuant to the Escrow Agreement, and Company, as the Indemnifying Party's intent , elects in its sole discretion, not to dispute satisfy such obligation by check or by wire transfer, or by tendering Shares or Warrant Shares, then with delivery of the claim. Failure Response, the Indemnifying Party and the Indemnified Party shall deliver to the Escrow Agent a written notice executed by both parties instructing the Escrow Agent to distribute to the Buyer such number of Escrow Shares as have an aggregate Value (as defined in Section 8.5 below) equal to the Claimed Amount), (ii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the "Agreed Amount") (in which case the Response shall be accompanied by a payment by the Indemnifying Party to notify Indemnitee the Indemnified Party of the Agreed Amount, by check or by wire transfer, or by tendering Shares or Warrant Shares; provided that if the Indemnified Party is seeking to enforce such claim pursuant to the Escrow Agreement, and Company, as the Indemnifying Party, elects in its election sole discretion, not to defend any satisfy such action within fifteen (15obligation by check or by wire transfer, or by tendering Shares or Warrant Shares, then with the delivery of the Response the Indemnifying Party and the Indemnified Party shall deliver to the Escrow Agent a written notice executed by both parties instructing the Escrow Agent to distribute to the Buyer such number of Escrow Shares as have an aggregate Value equal to the Agreed Amount) days after notice thereof and the remainder of the Claimed Amount shall be deemed a waiver by subject to dispute hereunder or (iii) dispute that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party in the Response disputes its liability for all or part of its right to defend such action. If the Claimed Amount, the Indemnifying Party assumes and the defense of any such claim or litigation resulting therefromIndemnified Party shall, during the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in 20-day period following the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld) or enter into any settlement (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee delivery of a release from all liability in respect Response that reflects a dispute, use good faith efforts to resolve such claim or litigationdispute. If such defense dispute is unsuccessful or abandoned by not resolved within such 20-day period, the Indemnifying Party, then, upon Indemnifying Party's failure Party and the Indemnified Party shall each have the right to pay an amount sufficient to discharge any commence litigation for purposes of resolving such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such paymentdispute.

Claims for Indemnification. (a) The A party seeking indemnification for Article XI Damages or for damages under Sections 13.01 Article VII or 13.02 VIII (the "Indemnified Party"), as a condition of this Agreement ("Indemnitee") asserting claims for indemnification, shall give prompt notice to promptly after becoming aware of such claim notify the other party or parties (the "Indemnifying Party") in writing of any claimevent, liability or other circumstance as of any facts, which, in its opinion, entitle or may entitle the Indemnified Party to which recovery may be sought because indemnification under Article VI or this Article XI. The notice from the Indemnified Party shall specify all facts then known to it relating to its claim for indemnification and the amount or estimated amount of the indemnity liability arising therefrom. The right of the Indemnified Party to indemnification and the amount or the estimated amount thereof, as set forth in Sections 13.01 or 13.02 andthe notice, in shall be deemed agreed to by the case of a claim for indemnification by BuyerIndemnifying Party unless, in addition to all other rights to indemnification, Buyer shall have a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possible, the notice shall describe in reasonable detail the basis for the claim, include an itemized accounting of the claim, and provide a good faith estimate of the amount of the indemnified loss. Within fifteen (15) within 30 days after receipt the mailing of the such notice, the Indemnifying Party shall either disburse funds to notifies the Indemnitee as reimbursement for Indemnified Party in writing that it disputes the amount right of the claims Indemnified Party to indemnification as set forth or notify estimated in the Indemnitee notice or that the Indemnifying Party elects to defend, in the manner provided in Section 11.5 hereof, the claim giving rise to such indemnification right. If the Indemnified Party shall be duly notified that the Indemnifying Party disputes such claim as aforesaid, the parties shall endeavor to settle and compromise such dispute but no such settlement or compromise shall be effected without the consent of both. If unable to do any of the foregoing, such dispute as to indemnification shall be determined by appropriate litigation (which shall mean when the claim has been finally determined by a court or tribunal from which determination no appeal is or may be taken or when the defense thereto has been abandoned); and any right of an Indemnified Party to indemnification established by reason of such settlement, compromise, or litigation shall be promptly thereafter paid and satisfied by the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld) or enter into any settlement (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such payment.

Claims for Indemnification. In the event of the occurrence of any event which any party asserts is an identifiable event pursuant to this Article VII, the party claiming indemnification (a) The party seeking indemnification under Sections 13.01 or 13.02 of this Agreement (the "IndemniteeIndemnified Party") shall give provide prompt notice to the other party or parties required to provide indemnification (the "Indemnifying Party") of any claim), liability or other circumstance as specifying in detail the facts and circumstances with respect to which recovery may be sought because of the indemnity set forth in Sections 13.01 or 13.02 and, in the case of a such claim for indemnification by Buyer, in addition to all other rights to indemnification, Buyer shall have a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possible, the notice shall describe in reasonable detail and the basis for which indemnification is available hereunder, PROVIDED, HOWEVER, that the failure to provide such notice shall only release the applicable Indemnifying Party from any of its obligations under this Article VII to the extent such Indemnifying Party is prejudiced by such failure. If such event involves the claim of any third party and if the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Damages that may result from such third party claim, include an itemized accounting of the claim, and provide a good faith estimate of the amount of the indemnified loss. Within fifteen (15) days after receipt of the notice, the Indemnifying Party shall either disburse funds to have the Indemnitee as reimbursement for the amount of the claims or notify the Indemnitee of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in control the defense or settlement of such claim or litigation resulting therefrom and to hold claim; provided, however, that (a) the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Indemnified Party shall not, be entitled to participate in the defense of such claim or any litigation resulting therefromat its own expense, consent to (b) the entry Indemnifying Party shall obtain the prior written approval of any judgment the Indemnified Party (except with the written consent of Indemnitee, which consent approval shall not be unreasonably withheldwithheld or delayed) or enter before entering into any settlement of such claim if, pursuant to or as a result of such settlement, injunctive or other non-monetary relief would be imposed against the Indemnified Party, (except with c) the written consent of Indemnitee, which consent Indemnifying Party shall not be unreasonably withheldentitled to control (but shall be entitled to participate at its own expense in the defense of), which does not include as an unconditional term thereof and the giving by the claimant or the plaintiff Indemnified Party shall be entitled to have sole control over, and shall assume all expense with respect to the Indemnitee defense or settlement of a release from all liability in respect any claim to the extent such claim seeks an order, injunction or litigation. If other equitable relief against the Indemnified Party which, if successful, could materially interfere with the business, operations, assets, condition (financial or otherwise) or prospects of the Indemnified Party, provided that the Indemnified Party shall provide written notice to the Indemnifying Party of its election to assume control over the defense of such defense claim pursuant to this Section 7.04(c), (d) if there exists or is unsuccessful or abandoned by reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, thenthen the Indemnified Party shall be entitled to retain its own counsel, upon in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party's failure ; PROVIDED, HOWEVER, that in no event shall the Indemnifying Party be liable for the expenses of more than one counsel in addition to pay an amount sufficient local counsel and (e) if the Indemnifying Party is entitled but fails to discharge any assume control over the defense of a claim as provided in this Section 7.04, provided that the Damages associated with such claim are covered by the indemnity provisions of Section 7.01 or judgment7.02, Indemnitee may pay and settle the same in good faith and Indemnified Party shall have the right to defend such claim, provided, further, that the Indemnified Party shall obtain the prior written approval of the Indemnifying Party's liability shall be conclusively established by any such payment.

Claims for Indemnification. (a) The After a party seeking who is entitled to indemnification under Sections 13.01 or 13.02 of this Agreement hereunder (the "Indemniteeindemnified party") shall give prompt either (a) receives notice to the other party or parties ("Indemnifying Party") of any claim, liability claim or other circumstance as the commencement of any action by any third party which such indemnified party reasonably believes may give rise to which recovery may be sought because of the indemnity set forth in Sections 13.01 or 13.02 and, in the case of a claim for indemnification by Buyerfrom the other party (the "indemnifying party") or (b) sustains any Loss not involving a third-party claim, such indemnified party shall, if a claim is to be made against an indemnifying party under this Article IX, promptly (and, with respect to a third-party action, within fifteen (15) calendar days after service of the citation or summons, notify such indemnifying party in addition writing in reasonable detail of such claim, action or Loss, as the case may be; provided that the failure to all other so notify the indemnifying party shall not affect the rights to indemnification, Buyer shall have a right indemnification hereunder except to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possiblethat the indemnifying party is actually prejudiced by such failure. In the event of any claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the notice to the indemnifying party shall describe in reasonable detail specify, if known, the basis for the claim, include amount or an itemized accounting of the claim, and provide a good faith estimate of the amount of the indemnified lossliability arising therefrom. Within fifteen (15) days after receipt of Notwithstanding the noticeforegoing, the Indemnifying Party shall either disburse funds with respect to the Indemnitee as reimbursement for Antitrust Matter, an indemnified party shall have the amount of the claims or right to notify the Indemnitee of the Indemnifying Party's intent to dispute the indemnifying party and a "claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof " shall be deemed to exist only after the Company or a waiver Company Subsidiary (A) has incurred after Closing at least $100,000 in Antitrust Losses in respect of the Antitrust Matter or (B) has been named a defendant in a civil or criminal action related to such Antitrust Matter or received notification from DOJ or other Governmental Authority that the Company or a Company Subsidiary will be so named or has been advised by Indemnifying Party DOJ that it is a target of its right the investigation related to defend such action. If Indemnifying Party assumes the defense Antitrust Matter; provided, however, if on the third anniversary of any such claim or litigation resulting therefromthe Closing none of the events described in clause (B) shall have occurred and be pending, then the obligations of Indemnifying Party hereunder as the Shareholders to such claim provide indemnification for Antitrust Losses shall be limited to taking all steps necessary in expire on the defense or settlement third anniversary of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent Closing (except to the entry extent of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld) or enter into any settlement (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff indemnifiable Antitrust Losses incurred prior to the Indemnitee third anniversary of the Closing Date that are the subject of a release from all liability in respect claim properly made prior to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such paymentthird anniversary).

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder, the Indemnified Party shall notify in writing within 30 days (aor such earlier time as might be required to avoid prejudicing the Indemnifying Party's position) of receiving notice of or obtaining actual knowledge of facts constituting the basis of such claim (whichever occurs first), the Indemnifying Party of the claim and, when known, the facts constituting the basis for such claim. The party seeking indemnification under Sections 13.01 or 13.02 failure to notify the Indemnifying Party will not vitiate the right of this Agreement ("Indemnitee") shall give prompt notice the Indemnified Party to indemnity to the other party or parties ("extent the Indemnifying Party") Party is not prejudiced as a result of such failure. In the event of any claimclaim for indemnification, liability or other circumstance as the Indemnified Party shall be entitled to which recovery may be sought because of the indemnity set forth in Sections 13.01 or 13.02 and, full indemnification in the case amount claimed unless, within 30 days after receipt of written notice of a claim for indemnification by Buyer, in addition to all other rights to indemnification, Buyer shall have the Indemnifying Party delivers a right written notice to setoff the amount of said Indemnified Party objecting to the claim against the Holdback Amountfor indemnification, or any portion thereof, otherwise payable by Buyer. To the extent possible, the which notice shall describe specifies in reasonable detail the basis for the claimobjection. If the parties are unable to resolve the dispute within 30 days, include the claim for indemnification shall be submitted to arbitration in the manner specified in Section 9.6 hereof. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the notice to the Indemnifying Party shall specify, if known, the amount or an itemized accounting of the claim, and provide a good faith estimate of the amount of the indemnified lossliability arising therefrom. Within fifteen (15) days after receipt The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the noticeIndemnifying Party, unless suit shall have been instituted against the Indemnified Party and the Indemnifying Party shall either disburse funds to the Indemnitee as reimbursement for the amount of the claims or notify the Indemnitee of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in the defense or settlement not have taken control of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment suit after notification thereof as provided in connection with such claim or litigation resulting therefrom. Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld) or enter into any settlement (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such paymentSection 9.6 below.

Claims for Indemnification. (a) The parties intend that all indemnification claims hereunder be made as promptly as practicable by the party seeking indemnification under Sections 13.01 or 13.02 of this Agreement (the "IndemniteeIndemnified Party") shall give prompt notice to ). Whenever any claim arises for indemnification hereunder the other Indemnified Party will promptly notify the party or parties from whom indemnification is sought (the "Indemnifying Party") of any claim, liability or other circumstance as to which recovery may be sought because of the indemnity set forth in Sections 13.01 or 13.02 claim and, in when known, the facts constituting the basis for such claim. In the case of a any such claim for indemnification by Buyer, hereunder resulting from or in addition to all other rights to indemnification, Buyer shall have connection with any claim or legal proceedings of a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possiblethird party (a "Third Party Claim"), the notice shall describe in reasonable detail to the basis for Indemnifying Party will specify, if known, the claim, include amount or an itemized accounting of the claim, and provide a good faith estimate of the amount of the indemnified lossliability arising therefrom. Within fifteen (15) days after receipt The Indemnifying Party shall have the right to dispute and defend all Third Party Claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by the Indemnifying Party, and the cost of such defense shall be borne by the noticeIndemnifying Party, except that the Indemnitee shall have the right to participate in such defense at its own expense, and PROVIDED, HOWEVER that the Indemnifying Party must first acknowledge that the claim is a bona fide indemnification claim under this Agreement. The Indemnitee shall either disburse funds to the Indemnitee as reimbursement for the amount of the claims or notify the Indemnitee of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes cooperate in all reasonable respects in the defense of any such claim, including making personnel, books, and records relevant to the claim available to the Indemnifying Party, without charge, except for reasonable out-of-pocket expenses. If the Indemnifying Party fails to take action within thirty (30) days as set forth above, then the Indemnitee shall have the right to pay, compromise or litigation resulting therefromdefend any Third Party Claim and to assert the amount of any payment on the Third Party Claim plus the reasonable expenses of defense or settlement as the claim. The Indemnitee shall also have the right, exercisable in good faith, to take such action as may be necessary to avoid a default prior to the assumption of the defense of the Third Party Claim by the Indemnifying Party, and any reasonable expenses incurred by Indemnitee so acting shall be paid by the Indemnifying Party. Except as otherwise provided herein, the obligations Indemnified Party will not settle or compromise any Third Party Claim for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which will not be unreasonably withheld. If the Indemnifying Party hereunder as is of the opinion that the Indemnified Party is not entitled to indemnification, or is not entitled to indemnification in the amount claimed in such notice, it will deliver, within twenty (20) business days after the receipt of such notice, a written objection to such claim shall and written specifications in reasonable detail of the aspects or details objected to, and the grounds for such objection. If the Indemnifying Party filed timely written notice of objection to any claim for indemnification, the validity and amount of such claim will be limited determined by arbitration pursuant to taking all steps necessary Section 9.12 hereof. If timely notice of objection is not delivered or if a claim by an Indemnified Party is admitted in writing by an Indemnifying Party or if an arbitration award is made in favor of an Indemnified Party, the defense or settlement Indemnified Party, as a non-exclusive remedy, will have the right to set-off the amount of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and award against any and all costsamount yet owed, losseswhether due or to become due, damages and liabilities caused by or arising out of any settlement the Indemnified Party or any judgment in connection with such claim or litigation resulting therefrom. subsidiary thereof to any Indemnifying Party shall not, in the defense by reason of such claim this Agreement or any litigation resulting therefrom, consent agreement or arrangement or contract to be entered into at the entry of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld) or enter into any settlement (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such paymentClosing.

Claims for Indemnification. (a) The parties intend that all indemnification claims hereunder be made as promptly as practicable by the party seeking indemnification under Sections 13.01 or 13.02 of this Agreement (the "IndemniteeIndemnified Party") ). Whenever any claim shall give prompt notice to arise for indemnification hereunder), the other Indemnified Party shall promptly notify the party or parties from whom indemnification is sought (the "Indemnifying Party") of any claim, liability or other circumstance as to which recovery may be sought because of the indemnity set forth in Sections 13.01 or 13.02 claim and, in when known, the facts constituting the basis for such claim. In the case of a any such claim for indemnification by Buyer, hereunder resulting from or in addition to all other rights to indemnification, Buyer shall have connection with any claim or legal proceedings of a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possiblethird party, the notice to the Indemnifying Party shall describe in reasonable detail specify, if known, the basis for the claim, include amount or an itemized accounting of the claim, and provide a good faith estimate of the amount of the indemnified lossliability arising therefrom. Within fifteen (15) days after receipt of the notice, the Indemnifying The Indemnified Party shall either disburse funds not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the Indemnitee as reimbursement for the amount of the claims or notify the Indemnitee prior written consent of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld. If the Indemnifying Party is of the opinion that the Indemnified Party is not entitled to indemnification, or is not entitled to indemnification in the amount claimed in such notice, it shall deliver, within ten (10) or enter into any settlement (except with business days after the receipt of such notice, a written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect objection to such claim and written specifications in reasonable detail of the aspects or litigationdetails objected to, and the grounds for such objection. If the Indemnifying Party shall file timely written notice of objection to any claim for indemnification, the validity and amount of such defense claim shall be determined by arbitration pursuant to subsection 9(l) hereof. If timely notice of objection is unsuccessful not delivered or abandoned if a claim by an Indemnified Party is admitted in writing by an Indemnifying Party or if an arbitration award is made in favor of an Indemnified Party, thenthe Indemnified Party, upon Indemnifying Party's failure as a non-exclusive remedy, shall have the right to pay an set-off the amount sufficient to discharge any of such claim or judgmentaward against any amount yet owed, Indemnitee may pay and settle whether due or to become due, by the same in good faith and Indemnified Party or any subsidiary thereof to any Indemnifying Party's liability shall Party by reason of this Agreement or any agreement or arrangement or contract to be conclusively established by any such paymententered into at the Closing.

Claims for Indemnification. As soon as is reasonably practicable -------------------------- after Buyers or the Company become aware of any claim that they have to recover Losses under this Section 6, Buyers or the Company, as the case may be (a) The party seeking indemnification under Sections 13.01 or 13.02 of this Agreement (the "IndemniteeIndemnified Party") shall give prompt notice to notify the other party or parties ("Indemnifying Party") of any claimStockholders' Representative in writing, liability or other circumstance as to which recovery may be sought because of the indemnity set forth in Sections 13.01 or 13.02 and, in the case of a claim for indemnification by Buyer, in addition to all other rights to indemnification, Buyer shall have a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possible, the notice shall describe the claim in reasonable detail detail, and shall indicate the basis for amount (estimated, if necessary and to the claim, include an itemized accounting extent feasible) of the claim. The failure of any Indemnified Party to promptly give the Stockholders' Representative such notice shall not preclude such Indemnified Party from obtaining indemnification under this Section 6, except to the extent that such Indemnified Party's failure has materially prejudiced the Stockholders' rights or materially increased their liabilities and obligations hereunder. In the event of a third party claim which is subject to indemnification under this Section 6, the Stockholders' Representative shall promptly (and in any event within ten (10) business days after the giving of such notice) defend such claim by counsel of its own choosing, subject to the approval of the Indemnified Party, which approval shall not unreasonably be withheld, conditioned or delayed, and provide a good faith estimate of the amount of the indemnified loss. Within fifteen (15) days after receipt of the notice, the Indemnifying Indemnified Party shall either disburse funds to cooperate with the Indemnitee as reimbursement for the amount of the claims or notify the Indemnitee of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Party shall not, Stockholders' Representative in the defense of such claim or including the settlement of the matter (with Stockholders being responsible for all costs and expenses of such settlement); provided, that the Stockholders' Representative must, prior to undertaking the defense of any litigation resulting therefromclaim, consent acknowledge in writing to the entry of Indemnified Party the Stockholders' obligation to indemnify the Indemnified Party with respect to such claim hereunder; and provided, further, that the Stockholders' Representative shall not settle any judgment (except with claim without the written consent of Indemniteethe Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed. If the Stockholders' Representative fails to acknowledge in writing its indemnification obligation and/or to defend the Indemnified Party within such ten (10) business day period, the Indemnified Party shall be entitled to undertake the defense, compromise or enter into any settlement (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay at the expense of and settle for the same in good faith account and Indemnifying Party's liability shall be conclusively established by any such paymentrisk of the Stockholders.

Claims for Indemnification. (a) The (i) In the event that any Claim shall be asserted by any party hereto in respect of which payment may be sought under Section 10.1 of this Agreement, the party seeking indemnification under Sections 13.01 or 13.02 of this Agreement ("Indemnitee") hereunder shall give prompt promptly cause written notice to the other party or parties ("Indemnifying Party") of any claim, liability or other circumstance as to which recovery may be sought because of the indemnity set forth in Sections 13.01 institution or 13.02 andassertion of such Claim, in detailing with reasonable specificity the case of nature and a claim for indemnification by Buyer, in addition to all other rights to indemnification, Buyer shall have a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possible, the notice shall describe in reasonable detail the basis for the claim, include an itemized accounting of the claim, and provide a good faith estimate of the amount of such damages or of such Claim that is covered by this indemnity, to be forwarded to the indemnifying party (and shall permit such indemnifying party to have access to such books and records as necessary for the indemnifying party to evaluate the Claim and determine whether it is required to indemnify the indemnified loss. Within fifteen party), who shall within thirty (1530) days after Business Days of receipt of the such written notice, notify the Indemnifying party asserting such Claim as to whether the indemnifying party accepts, rejects or needs more time to investigate such indemnification obligation and (ii) in the event that any Claim shall be asserted by any Third Party in respect of which payment may be sought under Article 10 of this Agreement, the indemnified party shall either disburse funds to promptly cause written notice of the Indemnitee as reimbursement for institution or assertion of such Claim, detailing with reasonable specificity the nature and a reasonable estimate of the amount of such damages or of such Claim that is covered by this indemnity, to be forwarded to the claims indemnifying party. If the indemnifying party agrees that the indemnification obligations set forth in this Article 10 apply to it with respect to a particular Third Party Claim (without taking into account the Seller Basket in Section 10.4(a) or notify the Indemnitee of threshold amount in Section 10.6(a)), the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of indemnifying party, at its election and subject to defend any such action within fifteen (15Section 10.7(e) days after notice thereof below, shall be deemed a waiver by Indemnifying Party of its have the absolute and exclusive right to defend against, contest (in a forum of its choice), appeal, negotiate, settle, compromise or otherwise deal with such actionClaim (each of such actions for the purposes of this Section 10.7 being referred to as “defending” a Claim or the “defense” of a Claim), and shall have the right, at its sole option and expense, to be represented by counsel of its choice, which must be reasonably satisfactory to the indemnified party, and the indemnified party agrees to cooperate fully with such defense. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefromindemnifying party notifies the indemnified party that more time is needed to investigate, the obligations indemnifying party may proceed under the prior sentence for a period not to exceed sixty (60) Business Days in total, at which time it must decide to defend or reject the indemnifications. During the second period of Indemnifying Party hereunder as thirty (30) Business Days, any out of pocket costs incurred by the indemnified party prior to a decision to accept the indemnification obligation and to defend such claim shall be limited added to taking all steps necessary the indemnification obligation. If the indemnifying party elects to defend such Claim, it shall within thirty (30) Business Days of the written notice in the defense first sentence of this Section 10.7(a) (or settlement sooner, if the nature of the Claim so requires) notify the indemnified party of its intent to do so. If the indemnifying party elects to defend such claim Third Party Claim, the indemnified party may be present at all meetings and Legal Proceedings, at his or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costsits own expense, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Party shall not, but may not participate in the defense of such claim Claim; provided however, that the indemnifying party shall not pay for separate counsel for the indemnified parties, unless (i) the indemnified party is requested by the indemnifying party to participate in any meeting or any litigation resulting therefromLegal Proceeding, consent or (ii) in the reasonable written opinion of counsel to the entry of any judgment (except with indemnified party, a conflict or potential conflict exists between the written consent of Indemnitee, which consent indemnified party and the indemnifying party that would make separate representation advisable; provided further that the indemnifying party shall not be unreasonably withheldrequired to pay for more than one such counsel in any single jurisdiction for all indemnified parties in connection with any Claim. If the indemnifying party (A) elects not to defend such Third Party Claim, (B) fails to notify the indemnified party of its election as herein provided, or enter into (C) contests its obligation to indemnify the indemnified party for such Losses under this Agreement after the expiration of any settlement (except period provided in the prior paragraph to further investigate a Claim, the indemnified party may defend such Claim. If the indemnified party so defends any Third Party Claim and such Third Party Claim is ultimately determined to be a Claim for which such party was entitled to indemnification pursuant to this Article 10, then the indemnifying party shall promptly reimburse the indemnified party for the reasonable expenses of defending such Claim upon submission of periodic bills. The parties hereto agree to cooperate fully with each other in connection with any Claim. Each party shall provide the written consent other party, copies of Indemniteeall notices, which consent shall not be unreasonably withheld)correspondence, which does not include as an unconditional term thereof the giving or other communications received by the claimant or the plaintiff that party with respect to the Indemnitee determination of a release from all liability the Claim promptly upon receipt thereof but in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such paymentevent within five (5) Business Days of receipt.

Claims for Indemnification. Whenever any claim shall arise for indemnification under this Article VIII, a Purchaser Indemnitee or a Seller Indemnitee, as the case may be (a) The the party seeking indemnification under Sections 13.01 or 13.02 of this Agreement ("Indemnitee") such indemnification, the “Indemnified Party”), shall give prompt notice to promptly notify the other party or parties hereto ("the party or parties from whom indemnification is sought, the “Indemnifying Party"”), and such Indemnifying Party’s counsel pursuant to Section 11.1 herein, in writing (the “Indemnification Notice”) of any the claim, liability or other circumstance as to which recovery may be sought because writing shall include the facts constituting the basis for such claim, the specific section of this Agreement upon which the claim is based and an estimate, if possible, of the indemnity set forth in Sections 13.01 or 13.02 and, in amount of damages suffered by the case Indemnified Party. In the event of a any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by Buyera third party (a “Third Party Claim”), in addition to all other rights to indemnificationthe Indemnification Notice shall specify, Buyer shall have a right to setoff if known, the amount or an estimate of the amount of said claim against the Holdback Amountliability arising therefrom and shall attach all correspondence and demands from such third party. The failure to give an Indemnification Notice to the Indemnifying Party shall not relieve the Indemnifying Party of any liability hereunder unless the Indemnifying Party was prejudiced thereby under this Article VIII, or any portion thereof, otherwise payable by Buyer. To and then only to the extent possibleof such prejudice. In the event that any claim for indemnification involves a matter other than a Third Party Claim, the Indemnifying Party shall have thirty (30) days from receipt of the Indemnification Notice to object to such claim by delivery of a written notice shall describe of such objection to the Indemnified Party specifying in reasonable detail the basis for the claim, include an itemized accounting such objection. Failure to timely object to such claims shall constitute a final and binding acceptance of the claim, and provide a good faith estimate of the amount of the indemnified loss. Within fifteen (15) days after receipt of the notice, claim for indemnification by the Indemnifying Party shall either disburse funds to and the Indemnitee as reimbursement for the amount of the claims or notify the Indemnitee of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary paid in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection accordance with such claim or litigation resulting therefrom. Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld) or enter into any settlement (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such paymentSection 8.7 hereof.

Claims for Indemnification. (a) The parties intend that all indemnification claims hereunder be made as promptly as practicable by the party seeking indemnification under Sections 13.01 or 13.02 of this Agreement (the "IndemniteeClaimant") shall give prompt notice to ). Whenever any claim arises for indemnification hereunder the other Claimant will promptly notify the party or parties from whom indemnification is sought (the "Indemnifying Party") of any claim, liability or other circumstance as to which recovery may be sought because of the indemnity set forth in Sections 13.01 or 13.02 claim and, in when known, the facts constituting the basis for such claim. In the case of a any such claim for indemnification by Buyer, hereunder resulting from or in addition to all other rights to indemnification, Buyer shall have connection with any claim or legal proceedings of a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possiblethird party (a "Third Party Claim"), the notice shall describe in reasonable detail to the basis for Indemnifying Party will specify, if known, the claim, include amount or an itemized accounting of the claim, and provide a good faith estimate of the amount of the indemnified lossliability arising therefrom. Within fifteen (15) days after receipt The Indemnifying Party shall have the right to dispute and defend all Third Party Claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by the Indemnifying Party, and the cost of such defense shall be borne by the noticeIndemnifying Party, except that the Claimant shall have the right to participate in such defense at its own expense; and PROVIDED, HOWEVER that the Indemnifying Party must first acknowledge that the claim is a bona fide indemnification claim under this Agreement. The Claimant shall either disburse funds to the Indemnitee as reimbursement for the amount of the claims or notify the Indemnitee of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes cooperate in all reasonable respects in the defense of any such claim, including making personnel, books, and records relevant to the claim available to the Indemnifying Party, without charge, except for reasonable out-of-pocket expenses. If the Indemnifying Party fails to take action within thirty (30) days as set forth above, then the Claimant shall have the right to pay, compromise or litigation resulting therefromdefend any Third Party Claim and to assert the amount of any payment on the Third Party Claim plus the reasonable expenses of defense or settlement as the claim. The Claimant shall also have the right, exercisable in good faith, to take such action as may be necessary to avoid a default prior to the assumption of the defense of the Third Party Claim by the Indemnifying Party, and any reasonable expenses incurred by Claimant in so acting shall be paid by the Indemnifying Party. Except as otherwise provided herein, the obligations Claimant will not settle or compromise any Third Party Claim for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which will not be unreasonably withheld. If the Indemnifying Party hereunder as is of the opinion that the Claimant is not entitled to indemnification, or is not entitled to indemnification in the amount claimed in such notice, it will deliver, within twenty (20) business days after the receipt of such notice, a written objection to such claim shall and written specifications in reasonable detail of the aspects or details objected to, and the grounds for such objection. If the Indemnifying Party filed timely written notice of objection to any claim for indemnification, the validity and amount of such claim will be limited determined by arbitration pursuant to taking all steps necessary Section 10.12 hereof. If timely notice of objection is not delivered or if a claim by an Claimant is admitted in writing by an Indemnifying Party or if an arbitration award is made in favor of a Claimant, the defense or settlement Claimant, as a non-exclusive remedy, will have the right to set-off the amount of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and award against any and amount yet owed, whether due or to become due, by the Claimant or any subsidiary thereof to any Indemnifying Party by reason of this Agreement or any agreement or arrangement or contract to be entered into at the Closing. If the Indemnifying Party shall be obligated to indemnify the Indemnified Party pursuant to this Article 9, the Indemnifying Party shall, upon payment of such indemnity in full, be subrogated to all costsrights of the Indemnified Party with respect to the loss, lossesliability, damages and liabilities caused by damage, cost or arising out expense to which such indemnification relates; provided, however, that the Indemnifying Party shall be subrogated only to the extent of any settlement or any judgment amount paid by it pursuant to this Article 9 in connection with such claim loss, liability, damage, cost or litigation resulting therefrom. Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld) or enter into any settlement (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such paymentexpense.

Claims for Indemnification. (a) The party seeking A Party entitled to indemnification under Sections 13.01 or 13.02 of this Agreement Article 11 ("Indemnitee"an “Indemnified Party”) shall give prompt notice written notification, with sufficient detail to allow the receiving Party to make an assessment thereof, to the other party or parties Party from whom indemnification is sought ("the “Indemnifying Party"”) of the commencement of any claimaction, liability suit or other circumstance as proceeding relating to a Third Party claim for which recovery indemnification may be sought because or, if earlier, upon the assertion of any such claim by a Third Party (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a Third Party claim as provided in this Section 10.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give notice). Except with respect to indemnification claims pursuant to Section 11.2(d), in which case AbbVie shall have the first right to assume the defense of such claim in accordance with Section 8.3.2, within fourteen (14) days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the indemnity set forth in Sections 13.01 defense of such action, suit, proceeding or 13.02 claim with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party does not assume control of such defense, the Indemnified Party shall control such defense and, in without limiting the case of a claim for Indemnifying Party’s indemnification by Buyer, in addition to all other rights to indemnification, Buyer shall have a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possibleobligations, the notice Indemnifying Party shall describe reimburse the Indemnified Party for all reasonable and documented costs, including attorney fees, incurred by the Indemnified Party in reasonable detail the basis for the claim, include an itemized accounting of the claim, and provide a good faith estimate of the amount of the indemnified loss. Within fifteen defending itself within thirty (1530) days after receipt of any invoice therefore from the noticeIndemnified Party. The Party not controlling such defense may monitor and participate in the controlling Party’s defense at its own expense; provided that, if the Indemnifying Party assumes control of such defense and the Indemnified Party in good faith concludes, based on advice from counsel, that the CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION Indemnifying Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, the Indemnifying Party shall either disburse funds be responsible for the reasonable fees and expenses of separate counsel to the Indemnitee Indemnified Party in connection therewith. The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. The Party not controlling such defense shall cooperate with the controlling Party and shall make available to the controlling Party all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as reimbursement are reasonably required by the controlling Party, subject to appropriate provisions for the amount protection of confidentiality. The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the claims or notify the Indemnitee prior written consent of the Indemnifying Party's intent to dispute the claim, which shall not be unreasonably withheld, delayed or conditioned. Failure by The Indemnifying Party shall not agree to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in the defense or settlement of such action, suit, proceeding or claim or litigation resulting therefrom and consent to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection respect thereof that is not solely for monetary damages, that does not include a complete and unconditional release of the Indemnified Party from all liability with such claim respect thereto, that imposes any liability or litigation resulting therefrom. Indemnifying obligation on the Indemnified Party, or that acknowledges fault by the Indemnified Party shall not, in without the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the prior written consent of Indemniteethe Indemnified Party, which consent shall not be unreasonably withheld) or enter into any settlement (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such payment.

Claims for Indemnification. (a) The party Whenever any claim shall arise for indemnification hereunder, the Party seeking indemnification under Sections 13.01 or 13.02 of this Agreement (the "IndemniteeIndemnified Party") shall give prompt notice to promptly notify the other party or parties Party from whom indemnification is sought (the "Indemnifying Party") of any claim, liability or other circumstance as to which recovery may be sought because of the indemnity set forth in Sections 13.01 or 13.02 claim and, in when known, the facts constituting the basis for such claim. In the case of a any such claim for indemnification by Buyer, in addition to all other rights to indemnification, Buyer shall have hereunder resulting from or in connection with any claim or legal proceedings of a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possiblethird party, the notice to the Indemnifying Party shall describe in reasonable detail specify, if known, the basis for the claim, include amount or an itemized accounting of the claim, and provide a good faith estimate of the amount of the indemnified lossliability arising there from. Within fifteen (15) days after receipt of the notice, the Indemnifying The Indemnified Party shall either disburse funds not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the Indemnitee as reimbursement for the amount of the claims or notify the Indemnitee prior written consent of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld. If the Indemnifying Party is of the opinion that the Indemnified Party is not entitled to indemnification, or is not entitled to indemnification in the amount claimed in such notice, it shall deliver, within thirty (30) or enter into any settlement (except with days after the receipt of such notice, a written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect objection to such claim and written specifications in reasonable detail of the aspects or litigationdetails objected to, and the grounds for such objection. If the Indemnifying Party shall file timely written notice of objection to any claim for indemnification, the validity and amount of such defense claim shall be determined by arbitration pursuant to Section 11(l) hereof. If timely notice of objection is unsuccessful not delivered or abandoned if a claim by an Indemnified Party is admitted in writing by an Indemnifying Party or if an arbitration award is made in favor of an Indemnified Party pursuant to Section 11(1), the Indemnified Party, thenas a non-exclusive remedy, shall have the right to (i) receive from the Escrow Agent, upon Indemnifying Party's failure five (5) days prior written notice to pay an the other party by the Escrow Agent of such release of funds, the amount sufficient to discharge any of such claim or judgmentaward on a dollar-for-dollar basis in order to satisfy such claim or award; (ii) set off the amount of such claim or award against any amount yet owed, Indemnitee may pay whether due or to become due, by the Indemnified Party or any subsidiary thereof to any Indemnifying Party by reason of this Agreement or any agreement or arrangement or contract to be entered into at the Closing; or (iii) recover the amount of such claim or award by using a combination of subparagraphs (i) and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such payment(ii).

Claims for Indemnification. (a) The Subject to the limitations stated in Section 6.1 and the special procedures for third party claims set forth in Section 6.6, whenever any claim arises for indemnification hereunder, the party seeking indemnification under Sections 13.01 or 13.02 of this Agreement ("Indemnitee") shall give prompt notice to in each such case, the other “Indemnified Party”), must notify the party or parties from whom indemnification is being sought ("in each such case, the “Indemnifying Party"”) of any claim, liability or other circumstance as to which recovery may be sought because such claim in writing promptly after such Indemnified Party has actual knowledge of the indemnity set forth in Sections 13.01 or 13.02 and, in the case of a claim for indemnification by Buyer, in addition to all other rights to indemnification, Buyer shall have a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possible, the notice shall describe in reasonable detail facts constituting the basis for such claim; each Indemnified Party will also so notify the Indemnifying Party promptly after the commencement of any legal proceedings with respect to any such claim. The failure to so notify the Indemnifying Party will relieve the Indemnifying Party from any Liability which it may have to any Indemnified Party only to the extent the Indemnifying Party is materially prejudiced as a direct, include proximate result of such failure. Such notice will specify all facts known to such Indemnified Party giving rise to the indemnification sought and the amount or an itemized accounting of the claim, and provide a good faith estimate of the amount of the indemnified lossobligation or Liability arising therefrom. Within fifteen (15) Such notice will also include photocopies of all relevant communications received from third party claimants and their attorneys. The right of such Indemnified Party to indemnification hereunder and the estimated amount thereof, as set forth in such notice, will be deemed agreed to by the Indemnifying Party unless, within 30 days after receipt of the noticesuch notice is given, the Indemnifying Party shall either disburse funds to notifies the Indemnitee as reimbursement for the amount of the claims or notify the Indemnitee of Indemnified Party in writing that the Indemnifying Party's intent to dispute Party disputes the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend indemnification as set forth or estimated in such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Party shall notnotice, in which case the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld) or enter into any settlement (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same parties will endeavor in good faith to settle and Indemnifying Party's liability compromise such dispute, and if they fail to settle and compromise the dispute within 60 days, they shall be conclusively established resolve the dispute by any such paymentbinding arbitration.

Claims for Indemnification. (a) The Whenever any claim shall arise for indemnification hereunder, the party seeking indemnification under Sections 13.01 or 13.02 of this Agreement (the "IndemniteeINDEMNIFIED PARTY") shall give prompt promptly notify the party from whom indemnification is sought (the "INDEMNIFYING PARTY") of the claim and, when known, the facts constituting the basis for such claim. With respect to claims against the Shareholders, such notice shall be to the Shareholders' Agent identified in Section 9.16 hereof and such agent shall be treated as the agent for each Shareholder and is hereby appointed as such by each Shareholder, with full power and authority to take all action required or permitted by each Shareholder as an Indemnifying Party under this subparagraph. In the case of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings of a third party, the notice to the other party or parties ("Indemnifying Party") of any claimParty shall specify, liability or other circumstance as to which recovery may be sought because of the indemnity set forth in Sections 13.01 or 13.02 andif known, in the case of a claim for indemnification by Buyer, in addition to all other rights to indemnification, Buyer shall have a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possible, the notice shall describe in reasonable detail the basis for the claim, include an itemized accounting of the claim, and provide a good faith estimate of the amount of the indemnified lossliability arising therefrom. Within fifteen (15) days after receipt of the notice, the Indemnifying The Indemnified Party shall either disburse funds not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the Indemnitee as reimbursement for the amount of the claims or notify the Indemnitee prior written consent of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld. If the Indemnifying Party is of the opinion that the Indemnified Party is not entitled to indemnification, or is not entitled to indemnification in the amount claimed in such notice, it shall deliver, within twenty (20) or enter into any settlement (except with days after the receipt of such notice, a written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect objection to such claim and written specifications in reasonable detail of the aspects or litigationdetails objected to, and the grounds for such objection. If the Indemnifying Party shall file timely written notice of objection to any claim for indemnification, the validity and amount of such defense claim shall be determined by arbitration pursuant to Section 9.12 hereof. If timely notice of objection is unsuccessful not delivered or abandoned if a claim by an Indemnified Party is admitted in writing by an Indemnifying Party or if an arbitration award is made in favor of an Indemnified Party, thenthe Indemnified Party, upon Indemnifying Party's failure as a non-exclusive remedy, shall have the right to pay an set-off the amount sufficient to discharge any of such claim or judgmentaward against any amount yet owed, Indemnitee may pay and settle whether due or to become due, by the same in good faith and Indemnified Party or any subsidiary thereof to any Indemnifying Party's liability shall Party by reason of this Agreement or any agreement or arrangement or contract to be conclusively established by any such paymententered into at the Closing.

Claims for Indemnification. (a) The party seeking A Person entitled to indemnification under Sections 13.01 or 13.02 of this Agreement Section 11.1 ("Indemnitee"an “Indemnified Party”) shall give prompt notice written notification to the other party or parties Person from whom indemnification is sought ("the “Indemnifying Party"”) of the commencement of any claimaction, liability suit or other circumstance as proceeding relating to a Third Party claim for which recovery indemnification may be sought because or, if earlier, upon the assertion of any such claim by a Third Party (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a third-party claim as provided in this Section 11.1(c) shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give notice). Within ***** after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the indemnity set forth in Sections 13.01 defense of such action, suit, proceeding or 13.02 and, in claim with counsel reasonably satisfactory to the case Indemnified Party. If the Indemnifying Party does not assume control of a claim for indemnification by Buyer, in addition to all other rights to indemnification, Buyer shall have a right to setoff the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possiblesuch defense, the notice Indemnified Party shall describe in reasonable detail control such defense. The Party not controlling such defense may participate therein at its own expense; provided that, if the basis for Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, include an itemized accounting of the claim, and provide a good faith estimate of the amount of the indemnified loss. Within fifteen (15) days after receipt of the notice, the Indemnifying Party shall either disburse funds be responsible for the reasonable fees and expenses of counsel to the Indemnitee as reimbursement Indemnified Party solely in connection therewith; provided, however, that in no event shall the Indemnifying Party be responsible for the amount fees and expenses of more than one counsel for all Indemnified Parties. The Party controlling such defense shall keep the other Party advised of the claims status of such action, suit, proceeding or notify claim and the Indemnitee defense thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall not be unreasonably withheld) , delayed or enter into conditioned. The Indemnifying Party shall not agree to any settlement (except of such action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from all liability with respect thereto or that imposes any liability or obligation on the Indemnified Party without the prior written consent of Indemnitee, which consent shall not be unreasonably withheld), which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Indemnified Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such payment.

Claims for Indemnification. (a) The Subject to Section 8.1, whenever any claim arises for indemnification hereunder the party seeking indemnification under Sections 13.01 (the “Indemnified Party”), will promptly notify in writing the party from whom indemnification is sought (the “Indemnifying Party”) of the claim and, when known, the facts constituting the basis for such claim; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party, except to the extent the rights of the Indemnifying Party are materially prejudiced. In the event that the Stockholders are seeking indemnification as the Indemnified Party hereunder, or 13.02 indemnification is sought against the Stockholders as an Indemnifying Party hereunder, then in either such case, the Stockholders’ Representative shall be entitled to act on behalf of, and receive notice on behalf of, the Stockholders for any and all purposes stated therein. In the case of this Agreement any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings of a third party ("Indemnitee") shall give prompt a “Third Party Claim”), the notice to the other party or parties ("Indemnifying Party") of any claimParty will specify with reasonable specificity, liability or other circumstance as to if known, the basis under which recovery may be sought because of the indemnity set forth in Sections 13.01 or 13.02 and, in the case of a claim for indemnification by Buyer, in addition to all other rights to indemnification, Buyer shall have a right to setoff indemnification is being asserted and the amount of said claim against the Holdback Amount, or any portion thereof, otherwise payable by Buyer. To the extent possible, the notice shall describe in reasonable detail the basis for the claim, include an itemized accounting of the claim, and provide a good faith estimate of the amount of the indemnified loss. Within fifteen (15) days after receipt liability arising therefrom; provided, however, that any failure to give such notice will not waive any rights of the noticeIndemnified Party, except to the extent the rights of the Indemnifying Party are materially prejudiced. The Indemnifying Party shall either disburse funds have the sole right to dispute and defend all Third Party Claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by the Indemnifying Party, and the cost of such defense shall be borne by the Indemnifying Party, except that the Indemnified Party shall have the right to participate in such defense at its own expense. The Indemnified Party shall cooperate in all reasonable respects in the investigation, trial and defense of any such claim, including making personnel, books, and records relevant to the Indemnitee as reimbursement claim available to the Indemnifying Party, without charge, except for reasonable out-of-pocket expenses. If the Indemnifying Party fails to take action within thirty (30) of receipt of notice of an indemnification claim by the Indemnified Party, then the Indemnified Party shall have the right to pay, compromise or defend any Third Party Claim and to assert the amount of any payment on the claims Third Party Claim plus the reasonable expenses of defense or notify settlement of the Indemnitee claim. The Indemnified Party shall also have the right and upon delivery of advance written notice to such effect to the Indemnifying Party, exercisable in good faith, to take such action as may be reasonably necessary to avoid a default judgment prior to the assumption of the defense of the Third Party Claim by the Indemnifying Party, so long as the Indemnifying Party has received due and timely notice from the Indemnified Party as set forth above, and any reasonable expenses incurred by Indemnified Party so acting shall be paid by the Indemnifying Party; provided that the Indemnifying Party agrees that the Third Party claim is a bona fide indemnification claim under this Agreement. Except as otherwise provided herein, the Indemnified Party will not, except at its own cost and expense, settle or compromise any Third Party Claim for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party's intent to dispute the claim. Failure by Indemnifying Party to notify Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by Indemnifying Party of its right to defend such action. If Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the obligations of Indemnifying Party hereunder as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to hold the Indemnitee harmless from and against any and all costs, losses, damages and liabilities caused by or arising out of any settlement or any judgment in connection with such claim or litigation resulting therefrom. Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the written consent of Indemnitee, which consent shall will not be unreasonably withheld) , delayed or enter into any settlement (except with the written consent of Indemnitee, which consent shall not conditioned. The parties intend that all indemnification claims be unreasonably withheld), which does not include made as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by Indemnifying Party, then, upon Indemnifying Party's failure to pay an amount sufficient to discharge any such claim or judgment, Indemnitee may pay and settle the same in good faith and Indemnifying Party's liability shall be conclusively established by any such paymentpromptly as practicable.