Common use of Claims for Indemnification Clause in Contracts

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder the party seeking indemnification (the "Indemnified Party"), shall 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 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 estimate of the amount of the liability arising therefrom. 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 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 Subsection 9.4 of this Agreement.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder under Section 13 of this Agreement, the party seeking indemnification (the "“Indemnified Party"), ”) shall promptly notify the party from whom indemnification is sought (the "“Indemnifying Party"”) of the existence of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder is made resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefromfrom such claim. 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 consent shall not unreasonably 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 Subsection 9.4 Section 13.4 of this Agreement.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder hereunder, the party seeking entitled to indemnification (the "Indemnified PartyINDEMNIFIED PARTY"), ) shall promptly notify the party from whom obligated to provide indemnification is sought (the "Indemnifying PartyINDEMNIFYING PARTY") of the claim and, when known, the 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 its obligation hereunder to the extent such failure does not materially prejudice the indemnifying party. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party indemnifying party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party If any claims 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 Partyarise against Sellers hereunder, which EMKT and Top Team may (but shall not be unreasonably withheld, unless suit shall have been instituted required to) set-off against it and the Indemnifying Party shall any amount then or thereafter payable (but not have taken control of yet paid) to such suit after notification thereof as provided in Subsection 9.4 of this AgreementSeller.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder under this Section 7, the party seeking indemnification (the "“Indemnified Party"”), shall promptly notify the other party from whom indemnification is sought (the "“Indemnifying Party"”) in writing of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. 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 Partyconsent, which shall not be unreasonably withheldwithheld or delayed, unless of the Indemnifying Party; provided, however, that if a suit shall have been instituted against it the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 Section 7.03 of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim upon giving prior written notice to the Indemnifying Party as provided in Section 7.03.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder under this Section 9, the party seeking indemnification (the "Indemnified Party"), shall promptly notify the other 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 event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. 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 Partyconsent, which shall not be unreasonably withheldwithheld or delayed, unless of the Indemnifying Party; provided, however, that if suit shall have been instituted against it the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 Section 9.04 of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim upon giving notice to the Indemnifying Party as provided in Section 9.04.

Claims for Indemnification. Whenever any claim shall arise for -------------------------- indemnification hereunder hereunder, the party seeking indemnification (the "Indemnified Party"), ) shall 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 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 estimate of the amount of the liability arising therefrom. 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 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 Subsection 9.4 of this Agreement.

Claims for Indemnification. Whenever any claim Claim shall arise for indemnification hereunder hereunder, the party seeking indemnification (the "Indemnified Party"), Party shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") Party of the claim Claim and, when known, the facts constituting the basis for such claimClaim. In the event of any such claim Claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings Claim by a third-partyany Other Party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim Claim by a third party an Other Party for which it the Indemnified Party is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, Party (which consent shall not be unreasonably withheld, ) unless suit shall have been instituted against it the Indemnified Party and the Indemnifying Party shall not have taken failed to take control of such suit after notification thereof as provided in Subsection 9.4 of this Agreement.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder hereunder, the party seeking indemnification (the "Indemnified Party"), shall promptly notify 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. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-any party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. 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 when 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 Subsection 9.4 of this Agreementsection 10.04 hereof.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder hereunder, the party seeking indemnification (the "Indemnified Party"), shall promptly notify 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. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-any party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. 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 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 Subsection 9.4 of this Agreementsection 8.04 hereof.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder hereunder, the party seeking entitled to indemnification (the "Indemnified Partyindemnified party"), ) shall promptly notify the party from whom obligated to provide indemnification is sought (the "Indemnifying Partyindemnifying party") of the claim and, when known, the 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 its obligation hereunder to the extent such failure does not materially prejudice the indemnifying party. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party indemnifying party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party If any claims 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 Partyarise against Sellers hereunder, which EMKT and FMI may (but shall not be unreasonably withheld, unless suit shall have been instituted required to) set-off against it and the Indemnifying Party shall any amount then or thereafter payable (but not have taken control of yet paid) to such suit after notification thereof as provided in Subsection 9.4 of this AgreementSeller.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder the party seeking indemnification (the "Indemnified Party"), ) shall 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 event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. 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 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 within a reasonable period of time after notification thereof as provided in Subsection 9.4 Section 9.5 of this Agreement.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder the party seeking indemnification (the "Indemnified Party"), shall 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 event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. 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 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 Subsection 9.4 paragraph (c) of this AgreementEXHIBIT 6.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder under this Section 9, the party Buyer, the Sellers or the Company, as the case may be, seeking indemnification (the "Indemnified Party"), shall promptly notify the other 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 event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. 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 Partyconsent, which shall not be unreasonably withheldwithheld or delayed, unless of the Indemnifying Party; provided, however, that if suit shall have been instituted against it the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 Section 9.3 of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim upon giving notice to the Indemnification Party as provided in Section 9.3.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder under this Article IX, the party seeking entitled to indemnification (the "Indemnified Partyindemnified party"), ) shall promptly notify the other party from whom indemnification is sought (the "Indemnifying Partyindemnifying party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party indemnifying party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party indemnified party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder hereunder, without the prior written consent of the Indemnifying Party, indemnifying party (which shall not be unreasonably withheld), unless suit shall have been instituted against it and the Indemnifying Party indemnifying party shall not have taken control of such suit within a reasonable time after notification thereof as provided in Subsection Section 9.4 of this Agreement.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder the party seeking indemnification (the "Indemnified Party"), shall 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 event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. 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 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 Subsection 9.4 Section 7.5 of this Agreement.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder under this Section 7, the party Buyer, the Buyer's Stockholder's or the Sellers, as the case may be, seeking indemnification (the "Indemnified Party"), shall promptly notify the other 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 event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. 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 Partyconsent, which shall not be unreasonably withheldwithheld or delayed, unless of the Indemnifying Party; provided, however, that if suit shall have been instituted against it the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 of this AgreementSection 7.3, the Indemnified Party shall have the right to settle or compromise such claim upon giving notice to the Indemnifying Party as provided in this Section 7.3.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder hereunder, the party seeking indemnification (the "Indemnified Party"), ) shall 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 event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. 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 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 Subsection 9.4 9.3 of this Agreement.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder hereunder, the party seeking entitled to indemnification (the "Indemnified Party"), ) shall promptly notify the other party from whom indemnification is sought (the "Indemnifying Party") in writing of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. 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, Party (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 Subsection 9.4 of this AgreementSection 7.5.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder hereunder, the indemnified party seeking indemnification (the "Indemnified PartyINDEMNIFIED PARTY"), ) shall promptly notify the indemnifying party from whom indemnification is sought (the "Indemnifying PartyINDEMNIFYING PARTY") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. 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 shall not be unreasonably unreasonable 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 Subsection 9.4 of this Agreement.

Claims for Indemnification. Whenever any claim shall arise for -------------------------- indemnification hereunder under this Article VI, the party seeking indemnification asserting the claim (the "Indemnified PartyIndemnitee"), ) shall promptly notify the party from against whom indemnification or which the claim is sought being asserted (the "Indemnifying PartyIndemnitor") of the claim and, when to the extent known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the such notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party Indemnitee shall not settle or compromise any claim by a third party for which it Indemnitee is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which shall (not to be unreasonably withheld) of Indemnitor, unless suit in respect of such claim shall have been instituted against it Indemnitee and the Indemnifying Party Indemnitor shall not have taken control of such suit after notification thereof as provided in Subsection or Indemnitor shall not be entitled to take control thereof pursuant to Section 9.4 of this Agreement.

Claims for Indemnification. Whenever any claim shall arise arises for indemnification hereunder hereunder, the party seeking entitled to indemnification (the "Indemnified Partyindemnified party"), ) shall promptly notify the other party from whom indemnification is sought (the "Indemnifying Partyindemnifying party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party indemnifying party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party indemnified party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder hereunder, without the prior written consent of the Indemnifying Party, indemnifying party (which shall not be unreasonably withheld, ) unless suit shall have been instituted against it and the Indemnifying Party indemnifying party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 of this AgreementSection 6.3.4.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder under Section 13 of this Agreement, the party seeking indemnification (the "“Indemnified Party"), ”) shall promptly notify the party from whom indemnification is sought (the "“Indemnifying Party"”) of the existence of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder is made resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefromfrom such claim. 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 consent shall not unreasonably 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 Subsection 9.4 Section 14.4 of this Agreement.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder the party seeking indemnification (the "“Indemnified Party"”), shall promptly notify the party from whom indemnification is sought (the "“Indemnifying Party"”) of the claim and, when knownunknown, the facts constituting the basis for such claim. 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 estimate of the amount of the liability arising therefrom. 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 shall not be unreasonably withheld, unless suit shall have been instituted against it and it. No party may agree to equitable relief against the Indemnifying Party shall not have taken control of other party without such suit after notification thereof as provided other party’s written consent, given in Subsection 9.4 of this Agreementits sole discretion.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder hereunder, the party Party seeking indemnification (the "Indemnified Party"), shall promptly notify notify, in writing, the party 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 event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-partyany Party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. 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 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 Subsection 9.4 of this Agreementsection 5.04 hereof.

Claims for Indemnification. Whenever any claim shall arise for -------------------------- indemnification hereunder the party seeking indemnification (the "Indemnified ----------- Party"), shall 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 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 estimate of the amount of the liability arising therefrom. 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 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 Subsection 9.4 of this Agreement.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder under this Article 5 the party seeking indemnification (the "Indemnified Party"), shall 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 event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an any estimate of the amount of the liability arising therefrom. 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 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 Subsection 9.4 Section 5.5 of this Agreement.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder under this Section 8, the party Buyer or the Company, as the case may be, seeking indemnification (the "Indemnified Party"), shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") Stockholder of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. 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 Partyconsent, which shall not be unreasonably withheldwithheld or delayed, unless of the Stockholder; provided, however, that if suit shall have been instituted against it the Indemnified Party and the Indemnifying Party Stockholder shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 Section 8.03 of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim upon giving notice to the Stockholder as provided in Section 8.03.

Claims for Indemnification. Whenever any claim shall -------------------------- arise for indemnification hereunder the party seeking indemnification (the "Indemnified Party"), shall 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 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 estimate of the amount of the liability arising therefrom. 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 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 Subsection 9.4 7.4 of this Agreement.

Claims for Indemnification. Whenever any claim shall arise for -------------------------- indemnification hereunder the party seeking indemnification (the "Indemnified Party"), shall 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; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. The Indemnifying Party shall deal in good faith with the Indemnified Party's claim for indemnification, and shall respond within a reasonable time period. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. 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 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 Subsection 9.4 of this Agreement.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder hereunder, the party seeking entitled to indemnification (the "Indemnified Partyindemnified party"), ) shall promptly notify the other party from whom indemnification is sought (the "Indemnifying Partyindemnifying party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party indemnifying party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party indemnified party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder hereunder, without the prior written consent of the Indemnifying Party, indemnifying party (which shall not be unreasonably withheld, ) unless suit shall have been instituted against it and the Indemnifying Party indemnifying party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 of this AgreementSection 10.3.4.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder the party seeking indemnification (the "Indemnified Party"), shall 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 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 estimate of the amount of the liability arising therefrom. 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 Partyparty, which 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 Subsection 9.4 of this Agreement.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder under this Section 10, the party seeking indemnification (the "Indemnified Party"), shall promptly notify the party from whom obligated to make such indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. 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 Partyconsent, which shall not be unreasonably withheldwithheld or delayed, unless of the Indemnifying Party; PROVIDED, HOWEVER, that if suit shall have been instituted against it the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 10.4 of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim upon giving notice to Indemnifying Party as provided in Subsection 10.4.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder under this Section 9, the party Buyer or the Seller, as the case may be, seeking indemnification (the "Indemnified Party"), shall promptly notify the other 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 event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. 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 Partyconsent, which shall not be unreasonably withheldwithheld or delayed, unless of the Indemnifying Party; provided, however, that if suit shall have been instituted against it the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 Section 9.5 of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim upon giving notice to the Indemnifying Party as provided in Section 9.5.

Claims for Indemnification. Whenever any claim shall arise arises for indemnification hereunder hereunder, the party seeking entitled to indemnification (the "Indemnified PartyINDEMNIFIED PARTY"), ) shall promptly notify the other party from whom indemnification is sought (the "Indemnifying PartyINDEMNIFYING PARTY") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party indemnifying party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party indemnified party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder hereunder, without the prior written consent of the Indemnifying Party, indemnifying party (which shall not be unreasonably withheld, ) unless suit shall have been instituted against it and the Indemnifying Party indemnifying party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 of this AgreementSECTION 6.3.4.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder the party seeking indemnification (the "Indemnified Party"), shall 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 event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. 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 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 Subsection 9.4 Section 10.4 of this Agreement.

Claims for Indemnification. Whenever Whenever: any claim shall arise for indemnification hereunder hereunder, the party seeking entitled to indemnification (the "Indemnified Partyindemnified party"), ) shall promptly notify the other party from whom indemnification is sought (the "Indemnifying Partyindemnifying party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party indemnifying party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party indemnified party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder hereunder, without the prior written consent of the Indemnifying Party, indemnifying party (which shall not be unreasonably withheld, ) unless suit shall have been instituted against it and the Indemnifying Party indemnifying party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 Section 5.4 of this Agreement.

Claims for Indemnification. Whenever any claim shall arise for -------------------------- indemnification hereunder the party seeking indemnification (the "Indemnified ----------- Party"), shall 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 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 estimate of the amount of the liability arising therefrom. 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 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 Subsection 9.4 of this Agreement.Section 8.5. -----------

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder hereunder, the party seeking indemnification (the "Indemnified Party"), ) shall 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 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 estimate of the amount of the liability arising therefrom. 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 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 Subsection 9.4 of this Agreement. The Indemnifying Party shall not settle or compromise any claim by a third party without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld.

Claims for Indemnification. Whenever any claim shall arise for -------------------------- indemnification hereunder the party seeking indemnification (the "Indemnified Party"), shall 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 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 estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification Indemnification hereunder without the prior written consent of the Indemnifying Party, which 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 Subsection Section 9.4 of this Agreement.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder hereunder, the party seeking indemnification (the "Indemnified Party"), shall promptly notify 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. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-any party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. 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 when 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 Subsection 9.4 of this Agreement.section 7.04 hereof. Section 7.04

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder the party seeking indemnification (the "Indemnified Party"), shall promptly notify notif'y the party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when knownunknown, the facts constituting the basis for such claim. 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 estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party pany for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, unless suit shall have been instituted against it and it. No party may agree to equitable relief against the Indemnifying Party shall not have taken control of other party without such suit after notification thereof as provided other party's written consent, given in Subsection 9.4 of this Agreementits sole discretion.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder the party seeking indemnification (the "Indemnified Party"), shall 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 event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. 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 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 Subsection 9.4 Section 10 of this Agreement.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder (a “Claim”), the party Party seeking indemnification (the "Indemnified Party"), ) shall promptly notify the party each Party from whom indemnification is sought (the "Indemnifying Party") of the claim Claim and, when known, the facts constituting the basis for such claimthe Claim. In the event of any such claim for indemnification hereunder resulting results from or is in connection with any claim Claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount amount, of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim Claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheldwithheld or delayed, unless suit shall have been instituted against it the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof thereof, as provided in Subsection 9.4 Section 8.3.2 of this Agreement.. SINO CLEAN ENERGY SECURITIES PURCHASE AGREEMENT

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder under this Section 14, the party seeking indemnification asserting the claim (the "Indemnified Party"), ) shall promptly notify the other 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 event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. 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 Partyconsent, which shall not be unreasonably withheldwithheld or delayed, unless of the Indemnifying Party; provided, however, that if suit shall have been instituted against it the Indemnified Party and the Indemnifying Party shall not have taken control assumed the defense of such suit after notification thereof as provided in Subsection 9.4 14.03 of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim upon giving notice to the Indemnifying Party as provided in Subsection 14.03.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder the party seeking indemnification (the "Indemnified Party"), shall 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 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 estimate of the amount of the liability arising therefrom. 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 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 Subsection 9.4 12.04 of this Agreement.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder under this Article VIII, the party seeking indemnification (the "Indemnified Party"), shall promptly notify the party from whom indemnification is sought with the obligation to indemnify the Indemnified Party (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. 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 Partyconsent, which shall not be unreasonably withheldwithheld or delayed, unless of the Indemnifying Party, provided, however, that if suit shall have been instituted against it the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Subsection 9.4 8.4 of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim upon giving notice to the Indemnifying Party as provided in Subsection 8.4.

Claims for Indemnification. Whenever any claim shall arise for -------------------------- indemnification hereunder the party Party seeking indemnification (the "Indemnified PartyINDEMNIFIED PARTY"), shall promptly notify the party Party from whom indemnification is sought (the "Indemnifying PartyINDEMNIFYING PARTY") of the claim and, when known, the facts constituting the basis for such claim. 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 estimate of the amount of the liability arising therefrom. 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 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 Subsection 9.4 9.5 of this Agreement.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder the party seeking indemnification (the "Indemnified Party"), shall 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 event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. 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 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 Subsection 9.4 Section 5.4 of this Agreement.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder under Section 10 of this Agreement, the party seeking indemnification (the "“Indemnified Party"), ”) shall promptly notify the party from whom indemnification is sought (the "“Indemnifying Party"”) of the existence of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder is made resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefromfrom such claim. 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 consent shall not unreasonably 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 Subsection 9.4 Section 13.4 of this Agreement.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder the party Party seeking indemnification (the "Indemnified Party"), shall promptly notify the party 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 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 estimate of the amount of the liability arising therefrom. 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 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 Subsection 9.4 Section 8.4 of this Agreement.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder the party seeking indemnification (the "Indemnified Party"), shall 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 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 estimate of the amount of the liability arising therefrom. 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 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 Subsection 9.4 Section 11.4 of this Agreement.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder (a “Claim”), the party Party seeking indemnification (the "Indemnified Party"), ) shall promptly notify the party each Party from whom indemnification is sought (the "Indemnifying Party") of the claim Claim and, when known, the facts constituting the basis for such claimthe Claim. In the event of any such claim for indemnification hereunder resulting results from or is in connection with any claim Claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount amount, of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim Claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheldwithheld or delayed, unless suit shall have been instituted against it the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof thereof, as provided in Subsection 9.4 Section 8.3.2 of this Agreement.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder the party seeking indemnification (the "Indemnified Party"), shall 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 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 estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification Indemnification hereunder without the prior written consent of the Indemnifying Party, which 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 Subsection Section 9.4 of this Agreement.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder the party seeking indemnification Buyer (the "Indemnified PartyINDEMNIFIED PARTY"), shall promptly notify the party from whom indemnification is sought Seller (the "Indemnifying PartyINDEMNIFYING PARTY") of the claim and, when known, the facts constituting the basis for such claim. 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 estimate of the amount of the liability arising therefrom. 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 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 Subsection 9.4 Section 5.4 of this Agreement.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder hereunder, the party seeking indemnification (the "Indemnified Party"), ) shall promptly notify the each party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such the claim. In the event of any such claim for indemnification hereunder resulting results from or is in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount amount, of the liability arising therefrom. The Indemnified Party 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 shall not be unreasonably withheldwithheld or delayed, unless suit shall have been instituted against it the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof thereof, as provided in Subsection 9.4 Section 6.3 of this Agreement.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder the party seeking indemnification (the "Indemnified Party"), shall 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 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 estimate of the amount of the liability arising therefrom. 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 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 alter notification thereof as provided in Subsection 9.4 of this Agreement.. -

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder under this Agreement, the party seeking indemnification (the "“Indemnified Party"), ”) shall promptly notify the party from whom indemnification is sought (the "“Indemnifying Party"”) of the existence of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder is made resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefromfrom such claim. 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 consent shall not unreasonably 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 Subsection 9.4 of this Agreement.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder hereunder, the party seeking indemnification (the "“Indemnified Party"), ”) shall promptly notify 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. In the event of any such claim for indemnification hereunder resulting results from or in connection with any claim or legal proceedings by a third-any party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. 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 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 Subsection 9.4 of this AgreementSection 8.05 hereof.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder the party seeking indemnification (the "Indemnified Party"), ) shall 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 event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. 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 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 Subsection 9.4 of this Agreement.