Common use of Claims for Indemnification Clause in Contracts

Claims for Indemnification. In connection with any indemnification provided pursuant to this Agreement, the indemnified party may make claims for indemnification by giving written notice thereof to the indemnifying party after it receives notice of a third-party claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is materially prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by the third party. Within fifteen (15) days after receiving any such notice, the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third-party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within fifteen (15) days after the receipt of notice thereof, it shall be deemed to have accepted and agreed to indemnify the claim. The indemnifying party shall be entitled to direct the defense against a third-party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third-party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party, and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third-party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third-party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party. The indemnifying party shall have the right to settle any third-party claim or liability without the consent of the indemnified party provided that such settlement (i) fully releases the indemnified party from any liability and provides no admission of wrongdoing, and (ii) does not subject the indemnified party to any additional obligation, whether financial or otherwise. In the event that any such settlement does not meet the requirements of (i) and (ii) above, then the indemnified party must consent to such settlement in writing, which consent shall not be unreasonably withheld, conditioned or delayed. The indemnified party shall use reasonable efforts to mitigate any loss for which the indemnifying party may be liable under its indemnification.

Claims for Indemnification. In connection with Promptly after receipt by any indemnification provided indemnified person of a notice of a claim or the beginning of any action in respect of which indemnity is to be sought against an indemnifying person pursuant to this AgreementSection 8, the such indemnified party may make claims for indemnification by giving written notice thereof to person shall notify the indemnifying party after it receives notice person in writing of a third-party such claim or liability being assertedof the commencement of such action, but the failure omission to do so shall notify the indemnifying person will not relieve the indemnifying party it from any liability which it may have to any indemnified person under this Section 8 (except to the extent that it is such omission materially prejudiced by and adversely affects the failure indemnifying person’s ability to defend such action) or delay from any liability otherwise than under this Section 8. Subject to the provisions hereinafter stated, in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by the third party. Within fifteen (15) days after receiving case any such noticeaction shall be brought against an indemnified person, the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third-party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within fifteen (15) days after the receipt of notice thereof, it shall be deemed to have accepted and agreed to indemnify the claim. The indemnifying party person shall be entitled to direct participate therein, and, to the extent that it shall elect by written notice delivered to the indemnified person promptly after receiving the aforesaid notice from such indemnified person, shall be entitled to assume the defense against a third-party claim or liability thereof, with counsel selected reasonably satisfactory to such indemnified person. After notice from the indemnifying person to such indemnified person of its election to assume the defense thereof, such indemnifying person shall not be liable to such indemnified person for any legal expenses subsequently incurred by such indemnified person in connection with the defense thereof, provided, however, that if there exists or shall exist a conflict of interest that would make it (subject inappropriate, in the opinion of counsel to the consent of indemnified person, for the same counsel to represent both the indemnified partyperson and such indemnifying person or any affiliate or associate thereof, which the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, however, that no indemnifying person shall be responsible for the fees and expenses of more than one separate counsel (together with appropriate local counsel) for all indemnified parties. In no event shall any indemnifying person be liable in respect of any amounts paid in settlement of any action unless the indemnifying person shall have approved the terms of such settlement; provided that such consent shall not be unreasonably withheld) as long as the . No indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third-party claim or liability at its own expense directly or through counsel; providedperson shall, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party, and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third-party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third-party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party. The indemnifying party shall have the right to settle any third-party claim or liability without the prior written consent of the indemnified person, effect any settlement of any pending or threatened proceeding in respect of which any indemnified person is or could have been a party provided that and indemnification could have been sought hereunder by such indemnified person, unless such settlement (i) fully releases includes an unconditional release of such indemnified person from all liability on claims that are the indemnified party from any liability and provides no admission subject matter of wrongdoing, and (ii) does not subject the indemnified party to any additional obligation, whether financial or otherwise. In the event that any such settlement does not meet the requirements of (i) and (ii) above, then the indemnified party must consent to such settlement in writing, which consent shall not be unreasonably withheld, conditioned or delayed. The indemnified party shall use reasonable efforts to mitigate any loss for which the indemnifying party may be liable under its indemnificationproceeding.

Claims for Indemnification. In connection A Party entitled to indemnification under this Article 7 (an “Indemnified Party”) shall give prompt written notification, with sufficient detail to allow the receiving Party to make an assessment thereof, to the Party from whom indemnification is sought (the “Indemnifying Party”) of the commencement of any action, suit or proceeding relating to a Third Party claim for which indemnification may be sought 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 pursuant in this Section 7.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to this Agreementthe extent that such Indemnifying Party is actually damaged as a result of such failure to give notice). Within *** days after delivery of such notification, the indemnified party may make claims for indemnification by giving Indemnifying Party may, upon written notice thereof to the indemnifying party after it receives notice Indemnified Party, assume control of a third-party the defense of such action, suit, proceeding or claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except with counsel reasonably satisfactory to the extent that it is materially prejudiced Indemnified Party. If the Indemnifying Party does not assume control of such defense, the Indemnified Party shall control such defense and, without limiting the Indemnifying Party’s indemnification obligations, the Indemnifying Party shall reimburse the Indemnified Party for all reasonable and documented costs, including attorney fees, incurred by the failure or delay Indemnified Party in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by the third party. Within fifteen (15) defending itself within *** days after receiving receipt of any invoice therefore from the Indemnified Party. The Party not controlling such notice, defense may monitor and participate in the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third-party claim or liability controlling Party’s defense at its own cost expense; provided that, if the Indemnifying Party assumes control of such defense and expense. If the indemnifying party fails 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 give notice that it disputes an indemnification claim within fifteen (15) days after such action, suit, proceeding or claim, the receipt of notice thereof, it Indemnifying Party shall be deemed responsible for the reasonable fees and expenses of separate counsel to have accepted and agreed to indemnify the claimIndemnified Party in connection therewith. The indemnifying party Party controlling such defense shall be entitled to direct keep the other Party advised of the status of such action, suit, proceeding or claim and the defense against a third-party claim 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 liability with counsel selected under such Party’s control relating thereto as are reasonably required by it (the controlling Party, subject to appropriate provisions for the protection of confidentiality. The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the indemnified partyIndemnifying Party, which shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not agree to any settlement of such action, suit, proceeding or claim or 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 consent to any judgment in 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 respect thereto, that imposes any liability or obligation on the Indemnified Party, or that acknowledges fault by the Indemnified Party without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third-party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party, and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third-party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third-party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party. The indemnifying party shall have the right to settle any third-party claim or liability without the consent of the indemnified party provided that such settlement (i) fully releases the indemnified party from any liability and provides no admission of wrongdoing, and (ii) does not subject the indemnified party to any additional obligation, whether financial or otherwise. In the event that any such settlement does not meet the requirements of (i) and (ii) above, then the indemnified party must consent to such settlement in writing, which consent shall not be unreasonably withheld, conditioned or delayed. The indemnified party shall use reasonable efforts to mitigate any loss for which the indemnifying party may be liable under its indemnification.

Claims for Indemnification. In connection with A Person entitled to indemnification under this Section 10.1 (an “Indemnified Party”) shall give prompt written notification to the Party from whom indemnification is sought (the “Indemnifying Party”) of the commencement of any action, suit or proceeding relating to a Third Party claim for which indemnification may be sought 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 pursuant in this Section 10.1(c) shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to this Agreementthe extent that such Indemnifying Party is actually damaged as a result of such failure to give notice). Within [***] days after delivery of such notification, the indemnified party may make claims for indemnification by giving Indemnifying Party may, upon written notice thereof to the indemnifying party after it receives notice Indemnified Party, assume control of a third-party claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is materially prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by the third party. Within fifteen (15) days after receiving any such notice, the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third-party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within fifteen (15) days after the receipt of notice thereof, it shall be deemed to have accepted and agreed to indemnify the claim. The indemnifying party shall be entitled to direct the defense against a third-party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third-party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party, and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third-party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such action, suit, proceeding or claim or liability (with counsel selected by reasonably satisfactory to the indemnified party), and to compromise or settle it, exercising reasonable business judgmentIndemnified Party. If the third-party claim or liability is one that by its nature canIndemnifying Party does not be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in 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 expense other Party advised of the indemnifying partystatus of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. The indemnifying party Indemnified Party shall have the right not agree to settle any third-party settlement of such action, suit, proceeding or claim or liability without the prior written consent of the indemnified party provided that such settlement (i) fully releases the indemnified party from any liability and provides no admission of wrongdoing, and (ii) does not subject the indemnified party to any additional obligation, whether financial or otherwise. In the event that any such settlement does not meet the requirements of (i) and (ii) above, then the indemnified party must consent to such settlement in writingIndemnifying Party, which consent the Indemnifying Party shall not be unreasonably withheldwithhold, conditioned condition or delayeddelay. The indemnified party Indemnifying Party shall use reasonable efforts not agree, without the prior written consent of the Indemnified Party, which consent the Indemnified Party shall not unreasonably withhold, condition or delay, to mitigate any loss for which settlement 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 indemnifying party may be liable under its indemnificationIndemnified Party from all liability with respect thereto or that imposes any liability or obligation on the Indemnified Party.

Claims for Indemnification. In connection with If any Indemnitee shall believe that such Indemnitee is entitled to indemnification provided pursuant to this AgreementArticle IX in respect of any Damages, such Indemnitee shall give the indemnified party may make claims appropriate Indemnifying Party prompt written notice thereof. Any such notice shall set forth in reasonable detail and to the extent then known the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification by giving written notice thereof to the indemnifying party after it receives notice of a third-party claim or liability being assertedpromptly, but within the failure to do so periods specified by Section 9.02, shall not relieve the indemnifying party from any liability except adversely affect such Indemnitee's right to indemnification hereunder unless and only to the extent that it is materially prejudiced by such failure adversely affects the failure or delay in giving Indemnifying Party's ability to reasonably defend such noticeclaim. Such notice shall summarize the bases for the Each such claim for indemnification and any claim indemnity shall expressly state that the Indemnifying Party shall have only the thirty (30) Business Day period referred to in the next sentence to dispute or liability being asserted by the third party. Within fifteen (15) days after receiving any deny such notice, the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third-party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within fifteen (15) days after the receipt of notice thereof, it shall be deemed to have accepted and agreed to indemnify the claim. The indemnifying party Indemnifying Party shall be entitled have thirty (30) Business Days following its receipt of such notice either to direct the defense against a third-party (a) acquiesce in such claim by giving such Indemnitee written notice of such acquiescence or liability with counsel selected by it (subject b) object to the consent claim by giving such Indemnitee written notice of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third-party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party, and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying partyobjection. If no such notice of intent to dispute and defend a third-party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third-party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party. The indemnifying party shall have the right to settle any third-party claim or liability without the consent of the indemnified party provided that such settlement (i) fully releases Indemnitee's notice clearly states that a failure by the indemnified party from any liability and provides no admission of wrongdoingIndemnifying Party to object to the claim within thirty (30) Business Days following its receipt shall entitle the Indemnitee to be indemnified, and (ii) the Indemnifying Party does not respond within such thirty (30) Business Day period, such Indemnitee shall be entitled to be indemnified for all Damages reasonably and proximately incurred by such Indemnitee in respect of such claim subject to the indemnified party to any additional obligation, whether financial or otherwiselimitations set forth in Section 9.02. In the event that any such settlement does not meet the requirements of If (i) the Indemnitee's notice does not clearly state that a failure by the Indemnifying Party to object to the claim within thirty (30) Business Days following its receipt shall entitle the Indemnitee to be indemnified, and (ii) abovethe Indemnifying Party does not respond within such thirty (30) Business Day period, then Indemnitee claim shall be deemed rejected. If the indemnified party must consent Indemnifying Party objects to such settlement claim in writinga timely manner, which consent shall not be unreasonably withheld, conditioned and such Indemnitee and the Indemnifying Party are unable to resolve their dispute within ten (10) Business Days following delivery of such objection (or delayed. The indemnified party shall use reasonable efforts to mitigate any loss for which the indemnifying party such additional period of time as may be liable under its indemnificationmutually agreed to by such Persons), the claim shall be submitted immediately to dispute resolution pursuant to Section 11.11.

Claims for Indemnification. In connection with (a) Whenever any claim arises for indemnification provided pursuant to this Agreementhereunder or an event which may result in a claim for such indemnification has occurred, the indemnified party may make claims for seeking indemnification by giving written notice thereof to (the indemnifying party after it receives notice of a third-party claim or liability being asserted“Indemnified Party”), but shall promptly notify the failure to do so shall not relieve the indemnifying party from any liability except whom indemnification is sought (the “Indemnifying Party”) of the claim and, to the extent that it is materially prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by the third party. Within fifteen (15) days after receiving any such noticeknown, the indemnifying party shall give written notice to facts constituting the indemnified party stating whether it disputes the claim basis for indemnification and whether it will defend against any third-party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within fifteen (15) days after the receipt of notice thereof, it shall be deemed to have accepted and agreed to indemnify the such claim. The indemnifying party shall be entitled to direct the defense against a third-party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third-party claim or liability at its own expense directly or through counsel; provided, however, that if any failure to give such notice will not waive any rights of the named parties Indemnified Party, except to the action or proceeding include both extent the indemnifying party Indemnifying Party is actually prejudiced thereby. The notice to the Indemnifying Party will specify with reasonable specificity, to the extent known, the basis under which the right to indemnification is being asserted and the indemnified partyamount or an estimate of the amount of the liability arising therefrom. The Indemnifying Party shall have the exclusive right to dispute, settle and defend all claims and Damages for which it is responsible under this Section 6 and thereafter shall so defend and pay any adverse final judgment or award or settlement amount for which it is responsible under this Section 6. Such defense and settlement shall be controlled exclusively by the Indemnifying Party, and the indemnified party is advised that representation cost of both parties such defense shall be borne by the same counsel would be inappropriate under applicable standards of professional conductIndemnifying Party, provided that the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third-party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third-party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party. The indemnifying party Indemnified Party shall have the right to participate in such defense at its own expense, subject to the exclusive control of the Indemnifying Party. The Indemnified Party shall cooperate in all reasonable respects in the investigation, trial, settlement and defense of each 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 reasonably defend or settle a lawsuit for which it is responsible under this Section 6 as set forth above in breach of its obligations under this Section 6, then the Indemnified Party shall have the right to pay, compromise or defend any third-party such lawsuit and to assert the amount of any judgment or settlement, plus the reasonable expenses of defense or settlement, as the claim for which the Indemnifying Party is responsible under this Section 6. The Indemnified Party shall also have the right, upon delivery of ten (10) days 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 in such a lawsuit prior to the assumption of the defense of the claim by the Indemnifying Party, and any reasonable expenses incurred by Indemnified Party so acting prior to the Indemnifying Party taking appropriate action shall be paid by the Indemnifying Party. Except as otherwise provided in this Section 6 above, the Indemnified Party shall not settle or liability compromise any claim for which it is entitled to indemnification hereunder without the prior written consent of the indemnified party provided that such settlement (i) fully releases the indemnified party from any liability and provides no admission of wrongdoing, and (ii) does not subject the indemnified party to any additional obligation, whether financial or otherwise. In the event that any such settlement does not meet the requirements of (i) and (ii) above, then the indemnified party must consent to such settlement in writingIndemnifying Party, which consent shall will not be unreasonably withheld, conditioned or delayed. The indemnified party parties intend that all indemnification claims be made as promptly as practicable. Except as otherwise expressly set forth in this Section 6.3(a) above, the Indemnifying Party shall use reasonable efforts have no liability or responsibility for any cost, expenses, or settlements incurred without its prior written consent, not to mitigate any loss for which the indemnifying party may be liable under its indemnificationunreasonably withheld.

Claims for Indemnification. In connection with (a) Subject to Section 8.1, whenever any claim arises for indemnification provided pursuant to this Agreementhereunder or an event which may result in a claim for such indemnification has occurred, the indemnified party may make claims seeking indemnification (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 indemnification by giving written notice thereof to the indemnifying party after it receives notice of a third-party claim or liability being assertedsuch claim; provided, but the however, that any failure to do so shall give such notice will not relieve waive any rights of the indemnifying party from any liability Indemnified Party, except to the extent that it is materially the rights of the Indemnifying Party are actually prejudiced by thereby. In the failure or delay in giving case of any such notice. Such notice shall summarize the bases for the claim for indemnification and hereunder resulting from or in connection with any claim or liability legal proceedings of a third party (a “Third Party Claim”), the notice to the Indemnifying Party will specify with reasonable specificity, if known, the basis under which the right to indemnification is being asserted and the amount or an estimate of the amount of the liability arising therefrom. 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 third partyIndemnifying 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; provided, however, that the Indemnifying Party must first acknowledge that the claim is a bona fide indemnification claim under this Agreement. Within fifteen (15) days after receiving The Indemnified Party shall cooperate in all reasonable respects in the investigation, trial and defense of any such noticeclaim, including making personnel, books, and records relevant to the indemnifying party claim available to the Indemnifying Party, without charge, except for reasonable out-of-pocket expenses. If the Indemnifying Party fails to take action within 30 days as set forth above, then the Indemnified Party shall give 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 the claim. The Indemnified Party shall also have the right and upon delivery of 10 days advance written notice to such effect to the indemnified party stating whether it disputes Indemnifying Party, exercisable in good faith, to take such action as may be reasonably necessary to avoid a default prior to the claim for indemnification assumption of the defense of the Third Party Claim by the Indemnifying Party, and whether it 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 defend against any third-party claim or liability not, except at its own cost and expense. If the indemnifying party fails to give notice that , settle or compromise any Third Party Claim for which it disputes an indemnification claim within fifteen (15) days after the receipt of notice thereof, it shall be deemed to have accepted and agreed to indemnify the claim. The indemnifying party shall be is entitled to direct indemnification hereunder without the defense against a third-party claim or liability with counsel selected by it (subject to the prior written consent of the indemnified partyIndemnifying Party, which consent shall will not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at parties intend that all times have the right to fully participate in the defense of a third-party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party, and the indemnified party is advised that representation of both parties by the same counsel would indemnification claims be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third-party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third-party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance made as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party. The indemnifying party shall have the right to settle any third-party claim or liability without the consent of the indemnified party provided that such settlement (i) fully releases the indemnified party from any liability and provides no admission of wrongdoing, and (ii) does not subject the indemnified party to any additional obligation, whether financial or otherwise. In the event that any such settlement does not meet the requirements of (i) and (ii) above, then the indemnified party must consent to such settlement in writing, which consent shall not be unreasonably withheld, conditioned or delayed. The indemnified party shall use reasonable efforts to mitigate any loss for which the indemnifying party may be liable under its indemnificationpromptly as practicable.

Claims for Indemnification. In connection with A Person entitled to indemnification under this Article VI (an “Indemnified Party”) shall give prompt written notification to the Person from whom indemnification is sought (the “Indemnifying Party”) of the commencement of any action, suit or proceeding relating to a Third Party claim for which indemnification may be sought 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 pursuant in this Section 6.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to this Agreementthe 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 indemnified party may make claims for indemnification by giving Indemnifying Party may, upon written notice thereof to the indemnifying party after it receives notice Indemnified Party, assume control of a third-party claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is materially prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by the third party. Within fifteen (15) days after receiving any such notice, the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third-party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within fifteen (15) days after the receipt of notice thereof, it shall be deemed to have accepted and agreed to indemnify the claim. The indemnifying party shall be entitled to direct the defense against a third-party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third-party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party, and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third-party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such action, suit, proceeding or claim or liability (with counsel selected by reasonably satisfactory to the indemnified party), and to compromise or settle it, exercising reasonable business judgmentIndemnified Party. If the third-party claim or liability is one that by its nature canIndemnifying Party does not be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in assume control of such defense, the Indemnified Party shall control such defense and, without limiting the Indemnifying Party’s indemnification obligations, the Indemnifying Party shall reimburse the Indemnified Party for all reasonable and verifiable out-of-pocket costs, including attorney fees, incurred by the Indemnified Party in defending itself within sixty (60) days after receipt of any invoice therefor from the Indemnified Party. The Party not controlling such defense may participate therein at its own expense; provided that, if the expense 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 be responsible for the reasonable and verifiable fees and expenses of counsel to the Indemnified Party in connection therewith. The Party controlling such defense shall keep the other Party advised of the indemnifying partystatus of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. The indemnifying party Indemnified Party shall have the right not agree to settle any third-party settlement of such action, suit, proceeding or claim or liability without the prior written consent of the indemnified party provided that such settlement (i) fully releases the indemnified party from any liability and provides no admission of wrongdoing, and (ii) does not subject the indemnified party to any additional obligation, whether financial or otherwise. In the event that any such settlement does not meet the requirements of (i) and (ii) above, then the indemnified party must consent to such settlement in writingIndemnifying Party, which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned. The indemnified party Indemnifying Party shall use reasonable efforts not agree to mitigate any loss for settlement of such action, suit, proceeding or claim or consent to any judgment in respect thereof without the prior written consent of the Indemnified Party, which the indemnifying party may shall not be liable under its indemnificationunreasonably withheld, delayed or conditioned.

Claims for Indemnification. In connection with any A person entitled to indemnification provided pursuant to under this Agreement, the indemnified party may make claims for indemnification by giving Section 7.1 (an “Indemnified Party”) shall give prompt written notice thereof notification to the indemnifying party after person from whom indemnification is sought (the “Indemnifying Party”) of the commencement of any action, suit or proceeding relating to a Third Party claim for which indemnification may be sought or, if earlier, upon the assertion of any such claim by a Third Party (it receives being understood and agreed, however, that the failure by an Indemnified Party to give notice of a third-party claim or liability being asserted, but the failure to do so as provided in this Section 7.1(c) shall not relieve the indemnifying party from any liability Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that it such Indemnifying Party is materially prejudiced by the actually damaged as a result of such failure or delay in giving such to give notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by the third party). Within fifteen thirty (1530) days after receiving any delivery of such noticenotification, the indemnifying party shall give Indemnifying Party may, upon written notice thereof to the indemnified party stating whether it disputes Indemnified Party, assume control of the defense of such action, suit, proceeding or claim for indemnification and whether it will defend against any third-party claim or liability 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 cost expense; provided that, if the Indemnifying Party assumes control of such defense and expense. If the indemnifying party fails Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to give notice that it disputes an indemnification claim within fifteen (15) days after such action, suit, proceeding or claim, the receipt of notice thereof, it Indemnifying Party shall be deemed to have accepted responsible for the reasonable fees and agreed to indemnify the claim. The indemnifying party shall be entitled to direct the defense against a third-party claim or liability with expenses of counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate Indemnified Party solely in the defense of a third-party claim or liability at its own expense directly or through counselconnection therewith; provided, however, that if in no event shall the named parties to Indemnifying Party be responsible for the action 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 proceeding include both the indemnifying party claim and the indemnified party, defense thereof and the indemnified party is advised that representation of both parties shall consider recommendations made by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying partyother Party with respect thereto. If no such notice of intent The Indemnified Party shall not agree to dispute and defend a third-party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense any settlement of such action, suit, proceeding or claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third-party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party. The indemnifying party shall have the right to settle any third-party claim or liability without the prior written consent of the indemnified party provided that such settlement (i) fully releases the indemnified party from any liability and provides no admission of wrongdoing, and (ii) does not subject the indemnified party to any additional obligation, whether financial or otherwise. In the event that any such settlement does not meet the requirements of (i) and (ii) above, then the indemnified party must consent to such settlement in writingIndemnifying Party, which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned. The indemnified party Indemnifying Party shall use reasonable efforts not agree to mitigate any loss for which settlement 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 indemnifying party may be liable under its indemnificationIndemnified 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.

Claims for Indemnification. In connection with any If a claim for Damages -------------------------- (a "CLAIM") is to be made by a party entitled to indemnification provided pursuant to this Agreementhereunder against the indemnifying party, the indemnified party may make claims for claiming such indemnification by giving shall give written notice thereof (a "CLAIM NOTICE") to the indemnifying party as soon as practicable after it receives notice the party entitled to indemnification becomes aware of a third-party claim any fact, condition or liability being event which may give rise to Damages for which indemnification may be sought under this Article 8. Such Claim Notice shall --------- specify the nature and amount of the Claim asserted, but if actually known to the failure party entitled to do so indemnification hereunder. If any lawsuit or enforcement action is filed against any party entitled to the benefit of indemnity hereunder, written notice thereof shall not relieve be given to the indemnifying party from as promptly as practicable (and in any liability event within 15 calendar days after the service of the citation or summons). The failure of any indemnified party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent that it is materially prejudiced the indemnifying party demonstrates actual damage caused by the failure or delay in giving such noticefailure. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by the third party. Within fifteen (15) days after receiving any After such notice, if the indemnifying party shall give written notice acknowledge in writing to the indemnified party stating whether that the indemnifying party shall be obligated under the terms of its indemnity hereunder in connection with such lawsuit or action, then the indemnifying party shall be entitled, if it disputes the claim for indemnification and whether it will defend against any third-party claim or liability so elects at its own cost cost, risk and expense, (i) to take control of the defense and investigation of such lawsuit or action, (ii) to employ and engage attorneys of its own choice to handle and defend the same unless the named parties to such action or proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and the indemnified party has been advised in writing by counsel that there may be one or more legal defenses available to such indemnified party that are different from or additional to those available to the indemnifying party, in which event the indemnified party shall be entitled, at the indemnifying party's cost, risk and expense, to separate counsel of its own choosing, and (iii) to compromise or settle such Claim, which compromise or settlement shall be made only with the written consent of the indemnified party, such consent not to be unreasonably withheld. If the indemnifying party fails to give notice that it disputes an indemnification claim assume the defense of such Claim within fifteen (15) 15 calendar days after the receipt of the Claim Notice, the indemnified party against which such Claim has been asserted will (upon delivering notice thereof, it shall be deemed to have accepted and agreed to indemnify the claim. The indemnifying party shall be entitled to direct the defense against a third-party claim or liability with counsel selected by it (subject such effect to the indemnifying party) have the right to undertake, at the indemnifying party's cost and expense, the defense, compromise or settlement of such claim on behalf of and for the account and risk of the indemnifying party; provided, however, that such Claim shall not be compromised or settled without -------- ------- the written consent of the indemnified indemnifying party, which consent shall not be unreasonably withheld) as long as . In the indemnifying party is conducting a good faith and diligent defense. The event the indemnified party shall at all times have the right to fully participate in assumes the defense of a third-party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party, and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conductClaim, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third-party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third-party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as will keep the indemnifying party may reasonably request and shall cooperate with informed of the indemnifying party in progress of any such defense, at the expense of the indemnifying partycompromise or settlement. The indemnifying party shall have be liable for any settlement of any action effected pursuant to and in accordance with this Article 8 and for any final judgment (subject to any right of appeal), --------- and the right indemnifying party agrees to settle any third-party claim or liability without the consent of the indemnified party provided that such settlement (i) fully releases the indemnify and hold harmless an indemnified party from and against any liability and provides no admission Damages by reason of wrongdoing, and (ii) does not subject the indemnified party to any additional obligation, whether financial or otherwise. In the event that any such settlement does not meet the requirements of (i) and (ii) above, then the indemnified party must consent to such settlement in writing, which consent shall not be unreasonably withheld, conditioned or delayed. The indemnified party shall use reasonable efforts to mitigate any loss for which the indemnifying party may be liable under its indemnificationjudgment.

Claims for Indemnification. In connection with Within the indemnification limitations set forth in Section 9.02 above, upon receipt by Purchaser of a written notice of any indemnification provided pursuant action, suit, proceedings, claim, demand or assessment against it which might give rise to this Agreementa claim for Damages, the indemnified party may make claims for indemnification by giving Purchaser shall give written notice thereof to the indemnifying party after it receives notice Seller indicating the nature of a third-party such claim or liability being assertedand the basis therefor; provided, but the however, that failure to do so give such notice shall not relieve affect the indemnifying party from any liability Purchaser's rights provided hereunder except to the extent that it is the Seller's rights shall have been actually and materially prejudiced by as a result of such failure. Seller shall have the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by the third party. Within fifteen (15) right, at its option, exercisable within 10 days after receiving any receipt of such notice, the indemnifying party shall give written notice to assume the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third-party claim or liability defense of, at its own cost expense and expenseby its own counsel, any such matter involving the asserted liability of the Purchaser as to which the Seller shall have acknowledged the right of the Purchaser to payment by the Seller, subject to the next sentence. If the indemnifying party fails Seller shall undertake to give notice that it disputes an indemnification claim within fifteen (15) days after the receipt of notice thereofcompromise, settle or defend any such asserted liability, it shall be deemed promptly notify the Purchaser of its intention to have accepted do so, and agreed the Purchaser agrees to indemnify cooperate fully with the claim. The indemnifying party Seller and its counsel in the compromise or settlement of, or defense against, any such asserted liability; provided, however, that the Seller shall be entitled to direct not settle any such asserted liability without the defense against a third-party claim or liability with counsel selected by it (subject to the written consent of the indemnified partyPurchaser, which such consent shall not be unreasonably withheld) as long as . Notwithstanding an election to assume the indemnifying party is conducting a good faith and diligent defense. The indemnified party defense of such action or proceeding, the Purchaser shall at all times have the right to fully employ separate counsel and to participate in the defense of such action or proceeding, and the reasonable fees, costs and expenses of such separate counsel shall be payable by the Seller, if (A) the Seller shall not have employed counsel reasonably satisfactory to the Purchaser to represent the Seller within 20 days after notice to the Seller of the institution of such action or proceeding or (B) the Seller shall have authorized the Purchaser to employ separate counsel at the Seller's expense and the Seller shall promptly assume and hold the Purchaser harmless from and against the full amount of any Damage resulting therefrom. Notwithstanding anything herein to the contrary, the Seller shall not be entitled to assume control of such defense but shall pay for the reasonable fees, costs and expenses of Purchaser's legal counsel if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (ii) Purchaser has been advised by counsel that a third-party reasonable likelihood exists of a conflict of interest between the Seller, on the one hand, and Purchaser on the other; (iii) the Seller failed or is failing to vigorously prosecute or defend such claim; (iv) the claim seeks an injunction or equitable relief against Purchaser; or (v) Purchaser reasonably believes an adverse determination with respect to the action, lawsuit, investigation, proceeding or other claim giving rise to such claim for indemnification would be detrimental to or injure the reputation or future business prospects of Purchaser. If the Purchaser shall undertake to compromise, settle or defend any asserted liability at in accordance with the immediately preceding sentence, it shall promptly notify the Seller of its own expense directly intention to do so, and the Seller agrees to cooperate fully with the Purchaser and its counsel in the compromise or through counselsettlement of, or defense against, any such asserted liability; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party, and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third-party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is Purchaser shall not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third-party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party. The indemnifying party shall have the right to settle any third-party claim or such asserted liability without the written consent of the indemnified party provided that such settlement (i) fully releases the indemnified party from any liability and provides no admission of wrongdoing, and (ii) does not subject the indemnified party to any additional obligation, whether financial or otherwise. In the event that any such settlement does not meet the requirements of (i) and (ii) above, then the indemnified party must consent to such settlement in writingSeller, which such consent shall not be unreasonably withheld. In any event, conditioned or delayedthe Purchaser and its counsel shall cooperate with the Seller and its counsel. The indemnified party Purchaser shall use reasonable efforts have the right at its own expense to mitigate any loss for which participate in the indemnifying party may be liable under its indemnificationdefense of such asserted liability.

Claims for Indemnification. In connection with Upon receipt by a party of a written notice of any indemnification provided pursuant action, suit, proceedings, claim, demand or assessment against it which might give rise to this Agreementa claim for Damages, such party (the indemnified party may make claims for indemnification by giving "Indemnitee") shall give written notice thereof to the indemnifying other party after it receives notice (the "Indemnitor") indicating the nature of a third-party such claim or liability being asserted, but and the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is materially prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by the third party. Within fifteen (15) days after receiving any such notice, the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third-party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within fifteen (15) days after the receipt of notice thereof, it shall be deemed to have accepted and agreed to indemnify the claim. The indemnifying party shall be entitled to direct the defense against a third-party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third-party claim or liability at its own expense directly or through counselbasis therefor; provided, however, that if failure to give such notice shall not affect the named parties Indemnitee's rights provided hereunder except to the action or proceeding include both extent the indemnifying party and the indemnified party, and the indemnified party is advised that representation Indemnitor shall have been actually prejudiced as a result of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying partysuch failure. If no such notice of intent to dispute and defend a third-party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party The Indemnitor shall have the right, at its option, exercisable within 10 days after receipt of such notice to assume the defense of, at its own expense and by its own counsel, any such matter involving the asserted liability of the indemnifying partyIndemnitee as to which the Indemnitor shall have acknowledged the right of the Indemnitee to payment by the Indemnitor, subject to the next sentence. If the Indemnitor shall undertake to compromise or defend any such asserted liability, it shall promptly notify the Indemnitee of its intention to do so, and the Indemnitee agrees to cooperate fully with the Indemnitor and its counsel in the compromise of, or defense against, any such asserted liability; provided, however, that the Indemnitor shall not settle any such asserted liability without the written consent of the Indemnitee. Notwithstanding an election to assume the defense of such claim action or liability (with counsel selected by proceeding, the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third-party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party. The indemnifying party Indemnitee shall have the right to settle any third-party claim employ separate counsel and to participate in the defense of such action or liability without proceeding, and the consent reasonable fees, costs and expenses of such separate counsel shall be payable by the Indemnitor, if (A) the Indemnitor shall not have employed counsel reasonably satisfactory to the Indemnitee to represent the Indemnitor within 20 days after notice of the indemnified party provided that institution of such settlement action or proceeding or (B) the Indemnitor shall have authorized the Indemnitee to employ separate counsel at the Indemnitor's expense and the Indemnitor shall promptly assume and hold the Indemnitee harmless from and against the full amount of any Damage resulting therefrom. Notwithstanding anything herein to the contrary, the Indemnitor shall not be entitled to assume control of such defense but shall pay for the reasonable fees, costs and expenses of Indemnitee's legal counsel if (i) fully releases the indemnified party from claim for indemnification relates to or arises in connection with any liability and provides no admission of wrongdoingcriminal proceeding, and action, indictment, allegation or investigation; (ii) does not subject Indemnitee has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the indemnified party Indemnitor, on the one hand, and Indemnitee on the other; (iii) the Indemnitor failed or is failing to any additional obligationvigorously prosecute or defend such claim; (iv) the claim seeks an injunction or equitable relief against Indemnitee; or (v) Indemnitee reasonably believes an adverse determination with respect to the action, whether financial lawsuit, investigation, proceeding or otherwiseother claim giving rise to such claim for indemnification would be detrimental to or injure the reputation or future business prospects of Indemnitee. In any event, the event that any such settlement does not meet Indemnitee and its counsel shall cooperate with the requirements of (i) Indemnitor and (ii) above, then the indemnified party must consent to such settlement in writing, which consent shall not be unreasonably withheld, conditioned or delayedits counsel. The indemnified party Indemnitee shall use reasonable efforts have the right at its own expense to mitigate any loss for which participate in the indemnifying party may be liable under its indemnificationdefense of such asserted liability.

Claims for Indemnification. In connection with With respect to any claims or demands by -------------------------- third parties, other than claims or demands covered by Section 7.3, whenever Expedia shall have received a written notice that such a claim or demand has been asserted or threatened, or whenever Expedia shall seek indemnification provided pursuant to this Article VII, Expedia shall notify the "Holders' Representative" (as designated in the Escrow Agreement, the indemnified party may make claims for indemnification by giving written notice thereof to the indemnifying party after it receives notice ) of a third-party such claim or liability being asserted, but demand and of the failure to do so shall not relieve the indemnifying party from any liability except to the extent facts within Expedia's knowledge that it is materially prejudiced by the failure or delay in giving relate thereto within a reasonable time after receiving such written notice. Such notice The Holders' Representative shall summarize then have the bases for the claim for indemnification and right to contest, negotiate or settle any such claim or liability being asserted by demand through counsel of his own selection, satisfactory to Expedia and solely at the third party. Within fifteen (15) days after receiving any such noticeHolders' own cost, the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third-party claim or liability at its own cost risk, and expense. If Notwithstanding the indemnifying party fails preceding sentence, the Holders shall not settle, compromise, or offer to give notice that it disputes an indemnification claim within fifteen (15) days after the receipt of notice thereof, it shall be deemed to have accepted and agreed to indemnify the claim. The indemnifying party shall be entitled to direct the defense against a third-party settle or compromise any such claim or liability with counsel selected by it (subject to demand without the prior written consent of the indemnified partyExpedia, which consent shall not be unreasonably withheld) as long as . By way of illustration and not limitation it is understood that Expedia may object to a settlement or compromise which includes any provision which in its reasonable judgment may have an adverse impact on or establish an adverse precedent for the indemnifying party is conducting a good faith and diligent defenseBusiness Condition of Expedia or any of its Subsidiaries. The indemnified party Expedia shall at all times not have the right to fully participate in object to a settlement which consists solely of the defense payment of a third-party monetary damage amount and which is subject to full indemnification under this Agreement. If the Holders' Representative fails to give written notice to Expedia of his intention to contest or settle any such claim or liability at its own expense directly or through counsel; provided, however, demand within twenty (20) calendar days after Expedia has notified the Holders' Representative that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party, and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no any such notice of intent to dispute and defend a third-party claim or liability is given demand has been made in writing and received by the indemnifying partyExpedia, or if any such good faith and diligent defense notice is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of given but any such claim or liability (with counsel selected demand is not promptly contested by the indemnified party)Holders' Representative, and to compromise or settle it, exercising reasonable business judgment. If the third-party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party. The indemnifying party Expedia shall have the right to satisfy and discharge the same by payment, compromise, or otherwise, in accordance with the procedures set forth in the Escrow Agreement. Expedia may also, if it so elects and entirely within its own discretion, defend any such claim or demand if the Holders' Representative fails to give notice of his intention to contest or settle any third-party such claim or liability without demand, in which event Expedia and its affiliates shall be entitled to indemnification to the consent full extent of the indemnified party provided that such settlement Total Escrow (ias defined in the Escrow Agreement ) fully releases the indemnified party from for any liability and provides no admission of wrongdoingall costs, losses, liabilities, and (ii) does not expenses whatsoever, including without limitation reasonable attorneys' and other professional fees, that Expedia may sustain, suffer, incur, or become subject the indemnified party to any additional obligation, whether financial or otherwise. In the event that as a result of Expedia's decision to defend any such settlement does not meet the requirements of (i) and (ii) above, then the indemnified party must consent to such settlement in writing, which consent shall not be unreasonably withheld, conditioned claim or delayed. The indemnified party shall use reasonable efforts to mitigate any loss for which the indemnifying party may be liable under its indemnificationdemand.

Claims for Indemnification. In connection Notwithstanding the provisions of Section 7.2(b), if Acquiror or the Merger Sub becomes aware of any Losses for which any member of the Purchaser Group will seek indemnification, Acquiror or the Merger Sub shall deliver to the Escrow Agent, with a copy to the Stockholders' Agent, on or before the Termination Date, a certificate signed by any officer of Acquiror or the Merger Sub (an "Officer's Certificate") stating that with respect to the indemnification provided pursuant to this Agreementobligations set forth in Section 7.2, Losses exist and specifying in reasonable detail the individual items of such Losses included in the amount so stated, the indemnified party may make claims for indemnification by giving written notice thereof to the indemnifying party after it receives notice of a third-party claim date each such item was paid, properly accrued or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is materially prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by the third party. Within fifteen (15) days after receiving any such noticearose, the indemnifying party shall give written notice nature of the misrepresentation, breach of warranty, covenant or claim to which such item is related and an estimate of attorney's fees and expenses necessary to conclude the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third-party claim or liability at its own cost and expensematter. If the indemnifying party fails Stockholders' Agent does not object to give such claims within thirty (30) calendar days of the delivery of the Officer's Certificate to the Stockholders' Agent, then after delivery of a written notice that it disputes an indemnification claim within fifteen of cancellation (15the "Cancellation Notice") days after from Acquiror to the receipt of notice thereofStockholders' Agent, it shall be deemed to have accepted and agreed to indemnify the claim. The indemnifying party Acquiror shall be entitled to direct receive from the defense against Escrow Agent Shares out of the Escrow Fund on a third-party claim or liability pro rata basis as among all holders of Shares based on the percentages in Schedule 1.5, with counsel selected by it (subject all such Shares to be received from Escrow having an aggregate Stated Price equal to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third-party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified partyLosses, and in such event the indemnified party is advised that representation Escrow Agent shall deliver to Acquiror the foregoing number of both parties by Shares from the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third-party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgmentEscrow Fund. If the third-party claim or liability is one that by its nature canStockholders' Agent objects to such claims within such thirty (30) day period, Acquiror shall not be defended solely by receive from the indemnifying party, then Escrow Agent Shares out of the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request Escrow Fund and shall cooperate with not notify the indemnifying party in such defense, at the expense Escrow Agent to release to Acquiror Shares out of the indemnifying partyEscrow Fund until such objection is resolved to the mutual satisfaction of Stockholders' Agent and Acquiror or pursuant to a final, non-appealable court order. The indemnifying party Acquiror shall have the right to settle any third-party claim or liability without the consent notify each of the indemnified party provided Indemnifying Parties of the number of Shares that such settlement (i) fully releases the indemnified party from any liability and provides no admission of wrongdoing, and (ii) does not are subject the indemnified party to any additional obligation, whether financial or otherwise. In the event that any such settlement does not meet the requirements of (i) and (ii) above, then the indemnified party must consent to such settlement in writing, which consent shall not be unreasonably withheld, conditioned or delayed. The indemnified party shall use reasonable efforts to mitigate any loss for which the indemnifying party may be liable under its indemnificationcancellation.

Claims for Indemnification. In connection with Promptly after receipt by any indemnification provided indemnified person of a notice of a claim or the beginning of any action in respect of which indemnity is to be sought against an indemnifying person pursuant to this AgreementSection 8, the such indemnified party may make claims for indemnification by giving written notice thereof to person shall notify the indemnifying party after it receives notice person in writing of a third-party such claim or liability being assertedof the commencement of such action, but the failure omission to do so shall notify the indemnifying person will not relieve the indemnifying party it from any liability which it may have to any indemnified person under this Section 8 (except to the extent that it is such omission materially prejudiced by and adversely affects the failure indemnifying person's ability to defend such action) or delay from any liability otherwise than under this Section 8. Subject to the provisions hereinafter stated, in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by the third party. Within fifteen (15) days after receiving case any such noticeaction shall be brought against an indemnified person, the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third-party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within fifteen (15) days after the receipt of notice thereof, it shall be deemed to have accepted and agreed to indemnify the claim. The indemnifying party person shall be entitled to direct participate therein, and, to the extent that it shall elect by written notice delivered to the indemnified person promptly after receiving the aforesaid notice from such indemnified person, shall be entitled to assume the defense against a third-party claim or liability thereof, with counsel selected reasonably satisfactory to such indemnified person. After notice from the indemnifying person to such indemnified person of its election to assume the defense thereof, such indemnifying person shall not be liable to such indemnified person for any legal expenses subsequently incurred by such indemnified person in connection with the defense thereof, provided, however, that if there exists or shall exist a conflict of interest that would make it (subject inappropriate, in the opinion of counsel to the consent of indemnified person, for the same counsel to represent both the indemnified partyperson and such indemnifying person or any affiliate or associate thereof, which the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, however, that no indemnifying person shall be responsible for the fees and expenses of more than one separate counsel (together with appropriate local counsel) for all indemnified parties. In no event shall any indemnifying person be liable in respect of any amounts paid in settlement of any action unless the indemnifying person shall have approved the terms of such settlement; provided that such consent shall not be unreasonably withheld) as long as the . No indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third-party claim or liability at its own expense directly or through counsel; providedperson shall, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party, and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third-party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third-party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party. The indemnifying party shall have the right to settle any third-party claim or liability without the prior written consent of the indemnified person, effect any settlement of any pending or threatened proceeding in respect of which any indemnified person is or could have been a party provided that and indemnification could have been sought hereunder by such indemnified person, unless such settlement (i) fully releases includes an unconditional release of such indemnified person from all liability on claims that are the indemnified party from any liability and provides no admission subject matter of wrongdoing, and (ii) does not subject the indemnified party to any additional obligation, whether financial or otherwise. In the event that any such settlement does not meet the requirements of (i) and (ii) above, then the indemnified party must consent to such settlement in writing, which consent shall not be unreasonably withheld, conditioned or delayed. The indemnified party shall use reasonable efforts to mitigate any loss for which the indemnifying party may be liable under its indemnificationproceeding.

Claims for Indemnification. In connection with A Person entitled to indemnification under this Article 10 (an “Indemnified Party”) shall give prompt written notification to the Person from whom indemnification is sought (the “Indemnifying Party”) of the commencement of any action, suit or proceeding relating to a Third Party claim for which indemnification may be sought 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 pursuant in this Section 10.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to this Agreementthe extent that such Indemnifying Party is actually damaged as a result of such failure to give notice). Within fourteen (14) days after delivery of such notification, the indemnified party may make claims for indemnification by giving Indemnifying Party may, upon written notice thereof to the indemnifying party after it receives notice Indemnified Party, assume control of a third-party the defense of such action, suit, proceeding or claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except with counsel reasonably satisfactory to the extent that it is materially prejudiced Indemnified Party. If the Indemnifying Party does not assume control of such defense, the Indemnified Party shall control such defense and, without limiting the Indemnifying Party’s indemnification obligations, the Indemnifying Party shall reimburse the Indemnified Party for all reasonable costs, including attorney fees, incurred by the failure or delay Indemnified Party in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by the third party. Within fifteen defending itself within thirty (1530) days after receiving receipt of any invoice therefore from the Indemnified Party. The Party not controlling such notice, the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third-party claim or liability defense may participate therein at its own cost expense; provided that, if the Indemnifying Party assumes control of such defense and expense. If the indemnifying party fails 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 give notice that it disputes an indemnification claim within fifteen (15) days after such action, suit, proceeding or claim, the receipt of notice thereof, it Indemnifying Party shall be deemed responsible for the reasonable fees and expenses of counsel to have accepted and agreed to indemnify the claimIndemnified Party in connection therewith. The indemnifying party Party controlling such defense shall be entitled to direct keep the other Party advised of the status of such action, suit, proceeding or claim and the defense against a third-party 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 or liability with counsel selected by it (subject to without the prior written consent of the indemnified partyIndemnifying Party, which shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not agree to any settlement 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, that imposes any liability or obligation on the Indemnified Party or that acknowledges fault by the Indemnified Party without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third-party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party, and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third-party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third-party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party. The indemnifying party shall have the right to settle any third-party claim or liability without the consent of the indemnified party provided that such settlement (i) fully releases the indemnified party from any liability and provides no admission of wrongdoing, and (ii) does not subject the indemnified party to any additional obligation, whether financial or otherwise. In the event that any such settlement does not meet the requirements of (i) and (ii) above, then the indemnified party must consent to such settlement in writing, which consent shall not be unreasonably withheld, conditioned or delayed. The indemnified party shall use reasonable efforts to mitigate any loss for which the indemnifying party may be liable under its indemnification.

Claims for Indemnification. In connection Any Indemnitee making a claim under this Article IX shall give COMARCO and the Company or the Buyer, as the case may be (the "Indemnifying Party"), written notice (the "Indemnification Notice") of any claim (including the receipt of any demand) or the commencement of any action with any indemnification provided pursuant respect to this Agreementwhich indemnity may be sought by the Indemnitee (individually, a "Claim" and collectively, the indemnified party may make claims for indemnification by giving written "Claims") as soon as reasonably practicable but in no event more than 30 days after the Indemnitee has received notice thereof to the indemnifying party after it receives notice or obtained actual knowledge of a third-party claim or liability being asserted, but the such Claim (provided that failure to do so give such notice shall not relieve limit the indemnifying party from any liability Indemnifying Party's indemnification obligation hereunder except to the extent that it is materially prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim giving, or liability being asserted by the third party. Within fifteen (15) days after receiving any such noticefailure to give, the indemnifying party shall give written notice adversely affects the Indemnifying Party's ability to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third-party claim or liability at its own cost the Claim). To the extent reasonably practicable, the Indemnification Notice shall state the nature, basis and expense. If amount of the indemnifying party fails to give notice that it disputes an indemnification claim within fifteen (15) days after and include any relevant supporting documentation. The right of the receipt of notice thereof, it Indemnitee to indemnification for a Claim shall be deemed to have be accepted by the Indemnifying Party (the "Permitted Indemnification Claim") unless, within 30 days after the Indemnifying Party's receipt of the Indemnification Notice, the Indemnifying Party shall notify the Indemnitee in writing that it objects to the right of the Indemnitee to indemnification with respect to the Claim (the "Indemnification Objection Notice"). If the Indemnifying Party contests the propriety of any such claim described in the Indemnification Notice and/or the amount of Damages associated with such claim, then the Indemnifying Party shall deliver to the Indemnitee a written notice detailing with reasonable specificity all objections the Indemnitee has with respect to the claims contained in the Indemnification Notice ("Indemnification Objection Notice"). If the Indemnifying Party and agreed the Indemnitee are unable to indemnify resolve the claim. The indemnifying party shall disputed matters described in the Indemnification Objection Notice within 15 days after the date the Indemnitee received the Indemnification Objection Notice, the disputed matters will be entitled to direct the defense against a third-party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defensedispute resolution procedures set forth in Section 10.15 hereof. The indemnified party shall at all times have the right to fully participate Any undisputed claims contained in the defense of Indemnification Notice shall be deemed to be final and binding upon the Indemnifying Party(ies) and shall constitute an Approved Claim and a third-party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party, and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying partyPermitted Indemnification Claim. If no such notice the arbitrator's determination of intent to dispute and defend a third-party claim any disputed claims results in all or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense any portion of such claim properly being subject to set-off or liability (with counsel selected by the indemnified party)indemnification pursuant to this Article IX, and to compromise or settle it, exercising reasonable business judgment. If the third-party such claim or liability is one that by its nature cannot portion thereof shall be defended solely by final and binding upon the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request Indemnifying Party(ies) and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party. The indemnifying party shall have the right to settle any third-party claim or liability without the consent of the indemnified party provided that such settlement (i) fully releases the indemnified party from any liability and provides no admission of wrongdoing, and (ii) does not subject the indemnified party to any additional obligation, whether financial or otherwise. In the event that any such settlement does not meet the requirements of (i) and (ii) above, then the indemnified party must consent to such settlement in writing, which consent shall not be unreasonably withheld, conditioned or delayed. The indemnified party shall use reasonable efforts to mitigate any loss for which the indemnifying party may be liable under its indemnificationconstitute an Approved Claim and/or a Permitted Indemnification Claim.

Claims for Indemnification. In connection with any If a claim for Damages (a "CLAIM") is to be made by a party entitled to indemnification provided pursuant to this Agreementhereunder against the indemnifying party, the indemnified party may make claims for claiming such indemnification by giving shall give written notice thereof (a "CLAIM NOTICE") to the indemnifying party as soon as practicable after it receives notice the party entitled to indemnification becomes aware of a third-party claim any fact, condition or liability being event which may give rise to Damages for which indemnification may be sought under this Article 15. Such Claim Notice shall specify the nature and amount of the Claim asserted, but if actually known to the failure party entitled to do so indemnification hereunder. If any lawsuit or enforcement action is filed against any party entitled to the benefit of indemnity hereunder, written notice thereof shall not relieve be given to the indemnifying party from as promptly as practicable (and in any liability event within 15 calendar days after the service of the citation or summons). The failure of any indemnified party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent that it is materially prejudiced the indemnifying party demonstrates actual damage caused by the failure or delay in giving such noticefailure. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by the third party. Within fifteen (15) days after receiving any After such notice, if the indemnifying party shall give written notice acknowledge in writing to the indemnified party stating whether that the indemnifying party shall be obligated under the terms of its indemnity hereunder in connection with such lawsuit or action, then the indemnifying party shall be entitled, if it disputes the claim for indemnification and whether it will defend against any third-party claim or liability so elects at its own cost cost, risk and expense, (i) to take control of the defense and investigation of such lawsuit or action, (ii) to employ and engage attorneys of its own choice to handle and defend the same unless the named parties to such action or proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and the indemnified party has been advised in writing by counsel that there may be one or more legal defenses available to such indemnified party that are different from or additional to those available to the indemnifying party, in which event the indemnified party shall be entitled, at the indemnifying party's cost, risk and expense, to separate counsel of its own choosing, and (iii) to compromise or settle such Claim, which compromise or settlement shall be made only with the written consent of the indemnified party, such consent not to be unreasonably withheld. If the indemnifying party fails to give notice that it disputes an indemnification claim assume the defense of such Claim within fifteen (15) 15 calendar days after the receipt of the Claim Notice, the indemnified party against which such Claim has been asserted will (upon delivering notice thereof, it shall be deemed to have accepted and agreed to indemnify the claim. The indemnifying party shall be entitled to direct the defense against a third-party claim or liability with counsel selected by it (subject such effect to the indemnifying party) have the right to undertake, at the indemnifying party's cost and expense, the defense, compromise or settlement of such claim on behalf of and for the account and risk of the indemnifying party; provided, however, that such Claim shall not be compromised or settled without the written consent of the indemnified indemnifying party, which consent shall not be unreasonably withheld) as long as . In the indemnifying party is conducting a good faith and diligent defense. The event the indemnified party shall at all times have the right to fully participate in assumes the defense of a third-party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party, and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conductClaim, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third-party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third-party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as will keep the indemnifying party may reasonably request and shall cooperate with informed of the indemnifying party in progress of any such defense, at the expense of the indemnifying partycompromise or settlement. The indemnifying party shall have be liable for any settlement of any action effected pursuant to and in accordance with this Article 15 and for any final judgment (subject to any right of appeal), and the right indemnifying party agrees to settle any third-party claim or liability without the consent of the indemnified party provided that such settlement (i) fully releases the indemnify and hold harmless an indemnified party from and against any liability and provides no admission Damages by reason of wrongdoing, and (ii) does not subject the indemnified party to any additional obligation, whether financial or otherwise. In the event that any such settlement does not meet the requirements of (i) and (ii) above, then the indemnified party must consent to such settlement in writing, which consent shall not be unreasonably withheld, conditioned or delayed. The indemnified party shall use reasonable efforts to mitigate any loss for which the indemnifying party may be liable under its indemnificationjudgment.

Claims for Indemnification. In connection with (a) A Party entitled to indemnification under this Article VI (an "Indemnified Party") shall give prompt written notification to the party from which indemnification is sought (the "Indemnifying Party") of the commencement of any action, suit or proceeding relating to a third party claim for which indemnification provided pursuant to this AgreementArticle VI may be sought. Within 15 days after delivery of such notification, the indemnified party may make claims for indemnification by giving Indemnifying Party may, upon written notice thereof to the indemnifying party after it receives notice Indemnified Party, assume control of a third-party claim the defense of such action, suit or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except proceeding with counsel reasonably satisfactory to the extent that it is materially prejudiced by Indemnified Party, provided the failure or delay Indemnifying Party acknowledges in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by the third party. Within fifteen (15) days after receiving any such notice, the indemnifying party shall give written notice writing to the indemnified party stating whether it disputes Indemnified Party that any damages, fines, costs or other liabilities that may be assessed against the claim Indemnified Party in connection with such action, suit or proceeding constitute Damages for indemnification and whether it will defend against any third-party claim or liability at its own cost and expense. If which the indemnifying party fails to give notice that it disputes an indemnification claim within fifteen (15) days after the receipt of notice thereof, it shall be deemed to have accepted and agreed to indemnify the claim. The indemnifying party Indemnified Party shall be entitled to direct indemnification pursuant to this Article VI. 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 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 controlling such defense shall keep the other party advised of the status of such action, suit or proceeding and the defense against a third-thereof and shall consider in good faith recommendations made by the other party claim with respect thereto. The Indemnified Party shall not agree to any settlement of such action, suit or liability with counsel selected by it (subject to proceeding without the prior written consent of the indemnified partyIndemnifying Party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party Indemnifying Party shall at all times have the right not agree to fully participate in the defense any settlement of a third-party claim or liability at its own expense directly or through counsel; providedsuch action, however, that if the named parties to the action suit or proceeding include both the indemnifying party and the indemnified party, and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third-party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third-party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party. The indemnifying party shall have the right to settle any third-party claim or liability without the prior written consent of the indemnified party provided that such settlement (i) fully releases the indemnified party from any liability and provides no admission of wrongdoing, and (ii) does not subject the indemnified party to any additional obligation, whether financial or otherwise. In the event that any such settlement does not meet the requirements of (i) and (ii) above, then the indemnified party must consent to such settlement in writingIndemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed. The indemnified party shall use reasonable efforts to mitigate any loss for which the indemnifying party may be liable under its indemnification.

Claims for Indemnification. In connection with (a) A party seeking indemnification hereunder (the "Indemnitee") shall give to the party from which indemnification is sought (the "Indemnitor") written notice (a "Claim Notice") of any indemnification provided pursuant claim which is subject to the indemnity obligations set forth in this Agreement, with sufficient promptness so as not to prejudice the indemnified party may make claims for indemnification by giving written notice thereof Indemnitor's interests in respect of such claim and any obligation of indemnity arising therefrom. The Claim Notice shall set forth, to the indemnifying party after it receives notice best of a third-party claim the Indemnitee's knowledge, all facts and other information with respect to the claim, including without limitation the anticipated amount of Losses or liability being asserted, but the reasonable estimate thereof. The failure to do so give prompt notice shall not relieve affect the indemnifying party from any liability rights of the Indemnitee to indemnity hereunder, except to the extent that it is such failure either shall have materially prejudiced by the failure or delay Indemnitor in giving the defense of such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted shall have materially increased the amount of the obligation of the Indemnitor. The Indemnitor receiving a Claim Notice may object to such Claim Notice by the third party. Within fifteen (15) days after receiving any such notice, the indemnifying party shall give delivering written notice of such objection to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third-party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim Indemnitee within fifteen (15) days after the receipt of notice thereofthe applicable Claim Notice. If the Indemnitor does not timely object to a Claim Notice in accordance with paragraph (b) of this Section 9.4, it shall be deemed to have accepted and agreed to indemnify the claim. The indemnifying party shall be entitled to direct the defense against a third-party claim or liability with counsel selected by it Indemnitor shall, within thirty (subject to the consent 30) days after receipt of the indemnified partyClaim Notice, which consent shall not be unreasonably withheldeither (i) as long as pay the indemnifying amount of the claim set forth in the Claim Notice, if a monetary amount is involved, in accordance with this Section 9, or (ii) if a claim of a third party is conducting a good faith and diligent defense. The indemnified party shall at all times involved, have the right to assume the defense of such claim. The Indemnitor shall have the exclusive right to conduct and control, through counsel of its own choosing, the defense of any such claim or any action arising therefrom; provided, that in conducting the defense of any such claim or action, the Indemnitor shall, and shall cause its counsel to, consult with the Indemnitee and counsel, if any, selected by it, and shall keep such counsel, if any, and the Indemnitee fully advised of the progress thereof. If the Indemnitor fails or refuses to assume the defense and control of the defense of any such claim or action, then the Indemnitee shall conduct and control such defense; provided, that in conducting the defense of any such claim or action, the Indemnitee shall, and shall cause its counsel to, consult with the Indemnitor and counsel, if any, selected by it, and shall keep such counsel, if any, and the Indemnitor fully advised of the progress thereof. So long as the Indemnitor is conducting the defense of any third party claim in accordance with this Section 9.4(a), (i) the Indemnitee may retain separate co-counsel at its sole cost and expense and participate in the defense of a third-the third party claim, (ii) the Indemnitee will not consent to the entry of any judgment or enter into any settlement with respect to the third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party, and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third-party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third-party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party. The indemnifying party shall have the right to settle any third-party claim or liability without the prior written consent of the indemnified party provided that Indemnitor (such settlement (i) fully releases the indemnified party from any liability and provides no admission of wrongdoing, and (ii) does consent not subject the indemnified party to any additional obligation, whether financial or otherwise. In the event that any such settlement does not meet the requirements of (ibe withheld unreasonably) and (iiiii) above, then the indemnified party must Indemnitor will not consent to the entry of any judgment or enter into any settlement with respect to the third party claim without the prior written consent of the Indemnitee (such consent not to be withheld unreasonably and such consent not to be withheld at all if the judgment or settlement in writing, which consent shall not be unreasonably withheld, conditioned or delayed. The indemnified party shall use reasonable efforts contains a full release reasonably satisfactory to mitigate any loss for which the indemnifying party may be liable under its indemnificationIndemnitee.)

Claims for Indemnification. In connection with If any Investor Indemnitee or Issuer Indemnitee (an "Indemnitee") shall believe that such Indemnitee is entitled to indemnification provided pursuant to this AgreementSection 7 in respect of any Damages, such Indemnitee shall give the indemnified party may make claims appropriate Indemnifying Party (which for purposes hereof, in the case of an Investor Indemnitee, means the Issuer, and in the case of a Issuer Indemnitee, means the Investor) prompt written notice thereof. Any such notice shall set forth in reasonable detail and to the extent then known the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification by giving written notice thereof to the indemnifying party after it receives notice of a third-party claim or liability being asserted, but the failure to do so promptly shall not relieve the indemnifying party from any liability adversely affect such Indemnitee's right to indemnity hereunder except to the extent that it is materially prejudiced such failure adversely affects the right of the Indemnifying Party to assert any reasonable defense to such claim. Each such claim for indemnity shall expressly state that the Indemnifying Party shall have only the twenty (20) business day period referred to in the next sentence to dispute or deny such claim. The Indemnifying Party shall have twenty (20) business days following its receipt of such notice either (a) to acquiesce in such claim by giving such Indemnitee written notice of such acquiescence or (b) to object to the claim by giving such Indemnitee written notice of the objection. If the Indemnifying party does not object thereto within such twenty (20) business day period, such Indemnitee shall be entitled to be indemnified for all Damages reasonably and proximately incurred by such Indemnitee in respect of such claim. If the Indemnifying Party objects to such claim in a timely manner, the senior management of the Issuer and the Investor shall meet to attempt to resolve such dispute. If the dispute cannot be resolved by the failure or delay in giving such notice. Such notice shall summarize senior management, either party may make a written demand for formal dispute resolution and specify therein the bases for scope of the claim for indemnification and any claim or liability being asserted by the third partydispute. Within fifteen thirty (1530) days after receiving any such noticewritten notification, the indemnifying party shall give written notice parties agree to the indemnified party stating whether it disputes the claim meet for indemnification one (1) day with an impartial mediator and whether it will defend against any third-party claim or liability at its own cost and expenseconsider dispute resolution alternatives other than litigation. If the indemnifying party fails to give notice that it disputes an indemnification claim alternative method of dispute resolution is not agreed upon within fifteen (15) thirty days after the receipt of notice thereofone day mediation, it either party may begin litigation proceedings. Nothing in this section shall be deemed to have accepted and agreed to indemnify the claim. The indemnifying party shall be entitled to direct the defense against a third-party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third-party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party, and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third-party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third-party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party. The indemnifying party shall have the right to settle any third-party claim or liability without the consent of the indemnified party provided that such settlement (i) fully releases the indemnified party from any liability and provides no admission of wrongdoing, and (ii) does not subject the indemnified party to any additional obligation, whether financial or otherwise. In the event that any such settlement does not meet the requirements of (i) and (ii) above, then the indemnified party must consent to such settlement in writing, which consent shall not be unreasonably withheld, conditioned or delayed. The indemnified party shall use reasonable efforts to mitigate any loss for which the indemnifying party may be liable under its indemnificationrequire arbitration.

Claims for Indemnification. Whenever any Seller's Claim shall arise for indemnification of under this Article X, the VMI Shareholders and the INFUSYSTEM Shareholders shall notify I-FLOW and I-FLOWSUB of the Seller's Claim and, when known, the facts constituting the basis for such Seller's Claim. In the event of any Seller's Claim for indemnification hereunder resulting from or in connection with any indemnification provided pursuant to this AgreementSeller's Claim or legal proceedings by a third party, such notice shall also specify, if known, the indemnified party may make claims for indemnification by giving written notice thereof amount or an estimate of the amount of the liability arising therefrom. The VMI Shareholders and the INFUSYSTEM Shareholders shall give I-FLOW and I-FLOWSUB a reasonable opportunity to the indemnifying party after it receives notice of a third-party claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is materially prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by the third party. Within fifteen (15) days after receiving defend any such notice, the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third-party claim or liability Seller's Claim at its own cost expense and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within fifteen (15) days after the receipt of notice thereof, it shall be deemed to have accepted and agreed to indemnify the claim. The indemnifying party shall be entitled to direct the defense against a third-party claim or liability with counsel selected by it (subject of their own selection and reasonably acceptable to the consent of VMI Shareholders and the indemnified partyINFUSYSTEM Shareholders, which consent shall not be unreasonably withheld) as long as provided that the indemnifying party is conducting a good faith VMI Shareholders and diligent defense. The indemnified party the INFUSYSTEM Shareholders shall at all times also have the right to fully participate in the defense of at their own expense. If I-FLOW and I-FLOWSUB shall, within a third-party claim or liability at its own expense directly or through counsel; providedreasonable time after notice, howeverfail to defend, that if the named parties to the action or proceeding include both the indemnifying party VMI Shareholders and the indemnified party, and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third-party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party INFUSYSTEM Shareholders shall have the right, at the expense of the indemnifying party, right to undertake the defense of such claim or liability (with counsel selected by the indemnified party)of, and to compromise or settle it, (exercising reasonable business judgment. If ) the third-party claim or liability is one that by its nature cannot be defended solely by Seller's Claim on behalf, for the indemnifying partyaccount, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense risk of, I-FLOW and I-FLOWSUB. The VMI Shareholders and the INFUSYSTEM Shareholders shall notify I-FLOW and I-FLOWSUB in writing of the indemnifying party. The indemnifying party existence of any Seller's Claim to which I-FLOW and I-FLOWSUB's indemnification would apply, but failure to so notify I-FLOW and I-FLOWSUB shall have not relieve I-FLOW and I-FLOWSUB of any liability hereunder unless and to the extent such failure causes I-FLOW and I-FLOWSUB to lose the right to settle any third-party claim or liability without the consent of the indemnified party provided that such settlement (i) fully releases the indemnified party from any liability and provides no admission of wrongdoing, and (ii) does not subject the indemnified party to any additional obligation, whether financial or otherwise. In the event that any such settlement does not meet the requirements of (i) and (ii) above, then the indemnified party must consent assert a reasonable defense to such settlement in writing, which consent shall not be unreasonably withheld, conditioned or delayed. The indemnified party shall use reasonable efforts to mitigate any loss for which the indemnifying party may be liable under its indemnificationSeller's Claim.

Claims for Indemnification. In connection with A person entitled to indemnification under this Article X (an “Indemnified Party”) shall give prompt written notification to the person from whom indemnification is sought (the “Indemnifying Party”) of the commencement of any action, suit or proceeding relating to a Third Party claim for which indemnification provided pursuant to this Agreementmay be sought (in the case of any HHMI Indemnitee, the indemnified party may make claims for indemnification by giving notice shall be given reasonably promptly following actual receipt of written notice thereof by an officer or attorney of HHMI) 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 the indemnifying party after it receives give notice of a third-party claim or liability being asserted, but the failure to do so as provided in this Section 10.3 shall not relieve the indemnifying party from any liability Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that it such Indemnifying Party is materially prejudiced by the actually damaged as a result of such failure or delay in giving such to give notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by the third party). Within fifteen thirty (1530) days after receiving any delivery of such noticenotification, the indemnifying party shall give Indemnifying Party may, upon written notice thereof to the indemnified party stating whether it disputes Indemnified Party, assume control of the defense of such action, suit, proceeding or claim for indemnification and whether it will defend against any third-party claim or liability 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 cost and expense. If The Party controlling such defense shall keep the indemnifying party fails to give notice that it disputes an indemnification other Party advised of the status of such action, suit, proceeding or claim within fifteen (15) days after and the receipt of notice thereof, it defense thereof and shall be deemed to have accepted and agreed to indemnify consider recommendations made by the claimother Party with respect thereto. The indemnifying party Indemnified Party shall be entitled not agree to direct any settlement of such action, suit, proceeding or claim without the defense against a third-party claim or liability with counsel selected by it (subject to the prior written consent of the indemnified partyIndemnifying Party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party Indemnifying Party shall at all times have the right not agree to fully participate in the defense any settlement of a third-party such action, suit, proceeding or claim or liability at its own expense directly or through counsel; provided, however, consent to any judgment in respect thereof that if the named parties to the action or proceeding does not include both the indemnifying party a complete and the indemnified party, and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense unconditional release of the indemnifying party. If no such notice of intent to dispute and defend a third-party claim Indemnified Party from all liability with respect thereto or liability is given by the indemnifying partythat imposes any liability, restriction, or if such good faith and diligent defense is not being obligation on the Indemnified Party, or ceases to be conducted by would include the indemnifying party, admission of liability on the indemnified party shall have the right, at the expense part of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third-party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party. The indemnifying party shall have the right to settle any third-party claim or liability Indemnified Party without the prior written consent of the indemnified party provided that such settlement (i) fully releases the indemnified party from any liability and provides no admission of wrongdoing, and (ii) does not subject the indemnified party to any additional obligation, whether financial or otherwise. In the event that any such settlement does not meet the requirements of (i) and (ii) above, then the indemnified party must consent to such settlement in writing, which consent shall not be unreasonably withheld, conditioned or delayed. The indemnified party shall use reasonable efforts to mitigate any loss for which the indemnifying party may be liable under its indemnificationIndemnified Party.

Claims for Indemnification. In connection with any If a claim for Damages (a “Claim”) is to be made by a party entitled to indemnification provided pursuant to this Agreementhereunder against the indemnifying party, the indemnified party may make claims for claiming such indemnification by giving shall give written notice thereof (a “Claim Notice”) to the indemnifying party as soon as practicable after it receives notice the party entitled to indemnification becomes aware of a third-party claim any fact, condition or liability being event which may give rise to Damages for which indemnification may be sought under this Article 19. Such Claim Notice shall specify the nature and amount of the Claim asserted, but if actually known to the failure party entitled to do so indemnification hereunder. If any lawsuit or enforcement action is filed against any party entitled to the benefit or indemnity hereunder, written notice thereof shall not relieve be given to the indemnifying party from as promptly as practicable (and in any liability event with 15 calendar days after the service of the citation or summons). The failure of any indemnified party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent that it is materially prejudiced the indemnifying party demonstrates actual damage caused by the failure or delay in giving such noticefailure. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by the third party. Within fifteen (15) days after receiving any After such notice, if the indemnifying party shall give written notice acknowledge in writing to the indemnified party stating whether that the indemnifying party shall be obligated under the terms of its indemnity hereunder in connection with such lawsuit or action and it disputes is not reasonably foreseeable that the claim for limitations set forth in this Article 19 as to the amount or scope of indemnification and whether it will defend against result in the indemnified party being exposed to the risk of any third-significant unindemnified liability arising from the matters covered by such lawsuit or action, then the indemnifying party claim or liability shall be entitled, if its so elects at its own cost cost, risk and expense, (i) to take control of the defense and investigation of such lawsuit or action, (ii) to employ and engage attorneys of its own choice to handle and defend the same unless the named parties to such action or proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and the indemnified party has been advised in writing by counsel that there may be one or more legal defenses available to such indemnified party that are different from or additional to those available to the indemnifying party, in which event the indemnifying party shall be entitled, at the indemnifying party’s cost, risk and expense, to separate counsel of its own choosing, and (iii) to compromise or settle such Claim, which compromise or settlement shall be made only with the written consent of the indemnified party, such consent not to be unreasonably withheld or delayed. If the indemnifying party fails to give notice that it disputes an indemnification claim assume the defense of such Claim within fifteen (15) 15 calendar days after the receipt of the Claim Notice, the indemnified party against such Claim has been asserted will (upon delivering notice thereof, it shall be deemed to have accepted and agreed to indemnify the claim. The indemnifying party shall be entitled to direct the defense against a third-party claim or liability with counsel selected by it (subject such effect to the indemnifying party) have the right to undertake, at the indemnifying party’s cost and expense, the defense, compromise or settlement of such claim on behalf of and for the account and risk of the indemnifying party; provided, however, that such Claim shall not be compromised or settled without the written consent of the indemnified indemnifying party, which consent shall not be unreasonably withheld) as long as withheld or delayed. In the indemnifying party is conducting a good faith and diligent defense. The event the indemnified party shall at all times have the right to fully participate in assumes the defense of a third-party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party, and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conductClaim, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third-party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third-party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as will keep the indemnifying party may reasonably request and shall cooperate with informed of the indemnifying party in progress of any such defense, at the expense of the indemnifying partycompromise or settlement. The indemnifying party shall have be liable for any settlement of any action effected pursuant to and in accordance with this Article 19 and for any final judgment (subject to any right of appeal), and the right indemnifying party agrees to settle any third-party claim or liability without the consent of the indemnified party provided that such settlement (i) fully releases the indemnify and hold harmless an indemnified party from and against any liability and provides no admission Damages by reason of wrongdoing, and (ii) does not subject the indemnified party to any additional obligation, whether financial or otherwise. In the event that any such settlement does not meet the requirements of (i) and (ii) above, then the indemnified party must consent to such settlement in writing, which consent shall not be unreasonably withheld, conditioned or delayed. The indemnified party shall use reasonable efforts to mitigate any loss for which the indemnifying party may be liable under its indemnificationjudgment.

Claims for Indemnification. In connection with any If a claim for the indemnification provided pursuant to under this Agreement, the indemnified party may make claims for indemnification by giving written notice thereof to the indemnifying party after it receives notice of a third-party claim or liability being asserted, but the failure to do so shall Article IV is not relieve the indemnifying party from any liability except to the extent that it is materially prejudiced paid in full by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by the third party. Within fifteen corporation within thirty (1530) days after receiving any such noticea written claim pursuant to Section 4.2 has been received by the corporation, the indemnifying party shall give written notice claimant may at any time thereafter bring suit against the corporation to recover the indemnified party stating whether it disputes unpaid amount of the claim for indemnification and whether it will defend against any third-party claim and, if successful in whole or liability at its own cost and expense. If in part, the indemnifying party fails to give notice that it disputes an indemnification claim within fifteen (15) days after the receipt of notice thereof, it shall be deemed to have accepted and agreed to indemnify the claim. The indemnifying party claimant shall be entitled to direct be paid also the expense of prosecuting such claim. It shall be a defense against to any such action (other than an action brought to enforce a third-party claim or liability with counsel selected by it (subject for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the consent corporation) that the claimant has not met the standard of conduct that makes it permissible under the General Corporation Law of the indemnified partyState of Delaware for the corporation to indemnify the claimant for the amount claimed, which consent but the burden of proving such defense shall not be unreasonably withheldon the corporation. Neither the failure of the corporation (including its board of directors, Independent Counsel or stockholders) as long as to have made a determination prior to the indemnifying party commencement of such action that indemnification of the claimant is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the corporation (including its board of directors, Independent Counsel or stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense of a third-party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both create a presumption that the indemnifying party and claimant has not met the indemnified party, and applicable standard of conduct. If a determination shall have been made pursuant to this Section 4.3 that the indemnified party claimant is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conductentitled to indemnification, the indemnified party may engage separate counsel at corporation shall be bound by such determination in any judicial proceeding commenced pursuant to Section 4.3. The corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to Section 4.3 that the expense procedures and presumptions of the indemnifying party. If no such notice of intent to dispute this Article IV are not valid, binding and defend a third-party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third-party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request enforceable and shall cooperate with the indemnifying party stipulate in such defense, at proceeding that the expense corporation is bound by all the provisions of the indemnifying party. The indemnifying party shall have the right to settle any third-party claim or liability without the consent of the indemnified party provided that such settlement (i) fully releases the indemnified party from any liability and provides no admission of wrongdoing, and (ii) does not subject the indemnified party to any additional obligation, whether financial or otherwise. In the event that any such settlement does not meet the requirements of (i) and (ii) above, then the indemnified party must consent to such settlement in writing, which consent shall not be unreasonably withheld, conditioned or delayed. The indemnified party shall use reasonable efforts to mitigate any loss for which the indemnifying party may be liable under its indemnificationthis Article IV.

Claims for Indemnification. In connection with Whenever any claim shall arise for indemnification provided pursuant to this Agreementhereunder, the indemnified party may make claims entitled to indemnification (the “Indemnified Party”) shall promptly notify the party obligated to provide indemnification (the “Indemnifying Party”) in writing of the claim and, when known, the facts constituting the basis for indemnification by giving written notice thereof to the indemnifying party after it receives notice of a third-party claim or liability being assertedsuch claim; provided, but however, that the failure to do so notify the Indemnifying Party shall not relieve the indemnifying party from any liability except Indemnifying Party of its obligation hereunder to the extent such failure does not materially prejudice the Indemnifying Party (it being agreed that it is materially prejudiced by the failure or delay in giving inability to defend a claim which gives rise to any obligation to pay any monetary amount of any kind shall be considered to prejudice such noticeIndemnifying Party). Such notice shall summarize In the bases for the claim for indemnification and event of any claim or liability being demand asserted against the Indemnified Party by a third party upon which the third party. Within fifteen (15) days after receiving any such noticeIndemnified Party may claim indemnification, the indemnifying party Indemnifying Party shall give written notice to the indemnified party stating Indemnified Party within 15 days after receipt of notice of such indemnification claim from the Indemnified Party indicating whether it disputes the claim for indemnification and whether it will defend against any third-party Indemnifying Party intends to assume the defense of such claim or liability demand. Notwithstanding such assumption, the Indemnified Party shall have the right to participate in such defense, by written notice given to the Indemnifying Party within 15 days from the date of the Indemnifying Party’s notice, provided that such participation shall be at its own 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 and expenseof such participation (including attorneys fees for counsel selected by the Indemnified Party) shall be reimbursed by the Indemnifying Party. If the indemnifying party fails to give notice that it disputes an indemnification claim within fifteen (15) days after the receipt of notice thereof, it shall be deemed to have accepted and agreed to indemnify the claim. The indemnifying party shall be entitled to direct Indemnifying Party assumes the defense against a third-party claim or liability with counsel selected by it (subject 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 the indemnified partyeach, which consent shall not be unreasonably withheld) as long as . If the indemnifying party is conducting a good faith and diligent Indemnifying Party elects not to assume the defense. The indemnified party , the Indemnified Party shall at all times have the right to fully participate in the defense of a third-party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party, and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel do so (at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third-party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified partyIndemnifying Party), and to compromise or may settle it, exercising reasonable business judgment. If the third-party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party. The indemnifying party shall have the right to settle any third-party claim or liability same without the consent of the indemnified party provided that such settlement (i) fully releases the indemnified party from any liability and provides no admission of wrongdoing, and (ii) does not subject the indemnified party to any additional obligation, whether financial or otherwise. In the event that any such settlement does not meet the requirements of (i) and (ii) above, then the indemnified party must consent to such settlement in writing, which consent shall not be unreasonably withheld, conditioned or delayed. The indemnified party shall use reasonable efforts to mitigate any loss for which the indemnifying party may be liable under its indemnificationIndemnifying Party.

Claims for Indemnification. In connection with any If a claim for Damages (a "CLAIM") is to be made by a party entitled to indemnification provided pursuant to this Agreementhereunder against the indemnifying party, the indemnified party may make claims for claiming such indemnification by giving shall give written notice thereof (a "CLAIM NOTICE") to the indemnifying party as soon as practicable after it receives notice the party entitled to indemnification becomes aware of a third-party claim any fact, condition or liability being event which may give rise to Damages for which indemnification may be sought under this Article 18. Such Claim Notice shall specify the nature and amount of the Claim asserted, but if actually known to the failure party entitled to do so indemnification hereunder. If any lawsuit or enforcement action is filed against any party entitled to the benefit or indemnity hereunder, written notice thereof shall not relieve be given to the indemnifying party from as promptly as practicable (and in any liability event with 15 calendar days after the service of the citation or summons). The failure of any indemnified party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent that it is materially prejudiced the indemnifying party demonstrates actual damage caused by the failure or delay in giving such noticefailure. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by the third party. Within fifteen (15) days after receiving any After such notice, if the indemnifying party shall give written notice acknowledge in writing to the indemnified party stating whether that the indemnifying party shall be obligated under the terms of its indemnity hereunder in connection with such lawsuit or action and it disputes is not reasonably foreseeable that the claim for limitations set forth in this Article 18 as to the amount or scope of indemnification and whether it will defend against result in the indemnified party being exposed to the risk of any third-significant unindemnified liability arising from the matters covered by such lawsuit or action, then the indemnifying party claim or liability shall be entitled, if its so elects at its own cost cost, risk and expense, (i) to take control of the defense and investigation of such lawsuit or action, (ii) to employ and engage attorneys of its own choice to handle and defend the same unless the named parties to such action or proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and the indemnified party has been advised in writing by counsel that there may be one or more legal defenses available to such indemnified party that are different from or additional to those available to the indemnifying party, in which event the indemnifying party shall be entitled, at the indemnifying party's cost, risk and expense, to separate counsel of its own choosing, and (iii) to compromise or settle such Claim, which compromise or settlement shall be made only with the written consent of the indemnified party, such consent not to be unreasonably withheld. If the indemnifying party fails to give notice that it disputes an indemnification claim assume the defense of such Claim within fifteen (15) 15 calendar days after the receipt of the Claim Notice, the indemnified party against such Claim has been asserted will (upon delivering notice thereof, it shall be deemed to have accepted and agreed to indemnify the claim. The indemnifying party shall be entitled to direct the defense against a third-party claim or liability with counsel selected by it (subject such effect to the indemnifying party) have the right to undertake, at the indemnifying party's cost and expense, the defense, compromise or settlement of such claim on behalf of and for the account and risk of the indemnifying party; provided, however, that such Claim shall not be compromised or settled without the written consent of the indemnified indemnifying party, which consent shall not be unreasonably withheld) as long as . In the indemnifying party is conducting a good faith and diligent defense. The event the indemnified party shall at all times have the right to fully participate in assumes the defense of a third-party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party, and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conductClaim, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third-party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third-party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as will keep the indemnifying party may reasonably request and shall cooperate with informed of the indemnifying party in progress of any such defense, at the expense of the indemnifying partycompromise or settlement. The indemnifying party shall have be liable for any settlement of any action effected pursuant to and in accordance with this Article 18 and for any final judgment (subject to any right of appeal), and the right indemnifying party agrees to settle any third-party claim or liability without the consent of the indemnified party provided that such settlement (i) fully releases the indemnify and hold harmless an indemnified party from and against any liability and provides no admission Damages by reason of wrongdoing, and (ii) does not subject the indemnified party to any additional obligation, whether financial or otherwise. In the event that any such settlement does not meet the requirements of (i) and (ii) above, then the indemnified party must consent to such settlement in writing, which consent shall not be unreasonably withheld, conditioned or delayed. The indemnified party shall use reasonable efforts to mitigate any loss for which the indemnifying party may be liable under its indemnificationjudgment.

Claims for Indemnification. In connection Notwithstanding the provisions of Section 7.2(b), if Acquiror or the Merger Sub becomes aware of any Losses for which any member of the Purchaser Group will seek indemnification, Acquiror or the Merger Sub shall deliver to the Escrow Agent, with a copy to the Stockholders’ Agent, on or before the Termination Date, a certificate signed by any officer of Acquiror or the Merger Sub (an “Officer’s Certificate”) stating that with respect to the indemnification provided pursuant to this Agreementobligations set forth in Section 7.2, Losses exist and specifying in reasonable detail the individual items of such Losses included in the amount so stated, the indemnified party may make claims for indemnification by giving written notice thereof to the indemnifying party after it receives notice of a third-party claim date each such item was paid, properly accrued or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is materially prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by the third party. Within fifteen (15) days after receiving any such noticearose, the indemnifying party shall give written notice nature of the misrepresentation, breach of warranty, covenant or claim to which such item is related and an estimate of attorney’s fees and expenses necessary to conclude the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third-party claim or liability at its own cost and expensematter. If the indemnifying party fails Stockholders’ Agent does not object to give such claims within thirty (30) calendar days of the delivery of the Officer’s Certificate to the Stockholders’ Agent, then after delivery of a written notice that it disputes an indemnification claim within fifteen of cancellation (15the “Cancellation Notice”) days after from Acquiror to the receipt of notice thereofStockholders’ Agent, it shall be deemed to have accepted and agreed to indemnify the claim. The indemnifying party Acquiror shall be entitled to direct receive from the defense against Escrow Agent Shares out of the Escrow Fund on a third-party claim or liability pro rata basis as among all holders of Shares based on the percentages in Schedule 1.5, with counsel selected by it (subject all such Shares to be received from Escrow having an aggregate Stated Price equal to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third-party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified partyLosses, and in such event the indemnified party is advised that representation Escrow Agent shall deliver to Acquiror the foregoing number of both parties by Shares from the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third-party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgmentEscrow Fund. If the third-party claim or liability is one that by its nature canStockholders’ Agent objects to such claims within such thirty (30) day period, Acquiror shall not be defended solely by receive from the indemnifying party, then Escrow Agent Shares out of the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request Escrow Fund and shall cooperate with not notify the indemnifying party in such defense, at the expense Escrow Agent to release to Acquiror Shares out of the indemnifying partyEscrow Fund until such objection is resolved to the mutual satisfaction of Stockholders’ Agent and Acquiror or pursuant to a final, non-appealable court order. The indemnifying party Acquiror shall have the right to settle any third-party claim or liability without the consent notify each of the indemnified party provided Indemnifying Parties of the number of Shares that such settlement (i) fully releases the indemnified party from any liability and provides no admission of wrongdoing, and (ii) does not are subject the indemnified party to any additional obligation, whether financial or otherwise. In the event that any such settlement does not meet the requirements of (i) and (ii) above, then the indemnified party must consent to such settlement in writing, which consent shall not be unreasonably withheld, conditioned or delayed. The indemnified party shall use reasonable efforts to mitigate any loss for which the indemnifying party may be liable under its indemnificationcancellation.

Claims for Indemnification. In connection with (a) If prior to the Closing Date the Buyer obtains actual knowledge of the breach of any indemnification provided pursuant to representation, warranty or covenant made by the Sellers in this Agreement, which breach shall, in Buyer's good faith estimation, cost less than $500,000 to cure, then the indemnified party may make claims for indemnification by giving written notice Buyer shall promptly notify the Sellers thereof to the indemnifying party after it receives notice in writing. If such breach is capable of a third-party claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is materially prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by the third party. Within fifteen (15) days after receiving any such noticecured, the indemnifying party Sellers shall give written notice attempt to cure the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third-party claim or liability same at its own Sellers' sole cost and expense. If the indemnifying Sellers are unable to cure the same after reasonable and diligent efforts, or if the same is not capable of being cured, Buyer shall consummate the Agreement, and be entitled to seek indemnification for any Damages suffered pursuant to Section 11.1 hereof. (b) If prior to the Closing Date the Buyer obtains actual knowledge of the breach of any representation, warranty or covenant made by the Sellers in this Agreement, which breach shall, in Buyer's good faith estimation, cost $500,000 or more to cure, then the Buyer shall promptly notify the Sellers thereof in writing. If such breach is capable of being cured, the Sellers, in their sole discretion, may attempt to cure the same at Sellers' sole cost and expense. If the Sellers are unable or unwilling to cure the same, or if the same is not capable of being cured, Sellers or Buyer (if such party fails is not in material breach or default under this Agreement) may elect to give notice that it disputes an indemnification claim within fifteen terminate this Agreement upon five (155) days after written notice. Buyer shall in either instance retain all its remedies for such breach. If neither Buyer nor Sellers elect to terminate the receipt of notice thereofAgreement notwithstanding such breach, it shall be deemed to have accepted and agreed to indemnify the claim. The indemnifying party Buyer shall be entitled to direct seek indemnification for any Damages suffered as a result of such breach, except as set forth in Section 6.10. (c) In no event shall Sellers' liability for indemnification exceed the defense against a third-Purchase Price. (d) Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the "indemnified party") shall promptly notify the other party (the "indemnifying party") 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 liability with counsel selected legal proceedings by it (subject a third party, the notice to the indemnifying party shall specify, if known, 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 indemnified party, indemnifying party (which consent shall not be unreasonably withheld) as long as unless suit shall have been entered against it and the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times not have the right to fully participate in the defense of a third-party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party, and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third-party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense taken control of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgmentsuit after notification thereof as provided in this Section 11.3. If the third-party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party. The indemnifying party shall have the right to settle any third-party claim or liability without the consent of the indemnified party provided that such settlement (i) fully releases the indemnified party from any liability and provides no admission of wrongdoing, and (ii) does not subject the indemnified party to any additional obligation, whether financial or otherwise. In the event that any such settlement does not meet the requirements of (i) and (ii) above, then the indemnified party must consent to such settlement in writing, which consent shall not be unreasonably withheld, conditioned or delayed. The indemnified party shall use reasonable efforts to mitigate any loss for which the indemnifying party may be liable under its indemnification.11.4

Claims for Indemnification. In connection Any party hereto (individually or with any indemnification provided pursuant to this Agreementothers, collectively, the indemnified party "Indemnitee") shall give the Shareholder Representatives or Maxwxxx, xx the case may make claims for indemnification by giving be (the "Indemnitor"), written notice thereof to (the indemnifying party after it receives notice "Claim Notice") of a third-party claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is materially prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by the third party. Within fifteen (15) days after receiving any such notice, the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third-party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within fifteen (15) days after including the receipt of notice thereofany demand) or the commencement of any action with respect to which indemnity may be sought by the Indemnitee (individually, it shall be deemed to have accepted a "Claim" and agreed to indemnify collectively, the claim. The indemnifying party shall be entitled to direct the defense against a third-party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third-party claim or liability at its own expense directly or through counsel"Claims"); provided, however, that the failure to give a Claim Notice shall not constitute a waiver of any rights of the Indemnitee with respect to indemnification by the Indemnitor, but shall relieve the Indemnitor of its indemnity obligation to the extent that such obligation is increased as a result of the Indemnitee's failure to give timely notice; provided, further, however, that if the named parties Indemnitee fails to give such Claim Notice prior to the action or proceeding include both the indemnifying party and the indemnified party, and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense expiration of the indemnifying party. If no such notice of intent to dispute and defend a third-party claim General Liability Period or liability is given by the indemnifying partyTax Liability Period, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyas applicable, the indemnified party shall have the right, at the expense all rights of the indemnifying party, Indemnitee to undertake the defense of assert any such claim or liability (with counsel selected by the indemnified party), Claims shall terminate and to compromise or settle it, exercising reasonable business judgment. If the third-party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying partyforever waived. The indemnifying party Claim Notice shall have the right to settle any third-party claim or liability without the consent of the indemnified party provided that such settlement state (i) fully releases the indemnified party aggregate amount of the Maxwxxx Xxxoverable Losses or the Shareholders Recoverable Losses (in either case, "Recoverable Losses") as to which indemnification is being sought (which amount may be estimated and updated from any liability and provides no admission of wrongdoing, and time to time); (ii) does not subject the indemnified party components of the amount of Recoverable Losses for which indemnification is being sought (which components may be estimated and updated from time to any additional obligation, whether financial or otherwise. In the event that any such settlement does not meet the requirements of (i) time); and (iiiii) above, then the indemnified party must consent to such settlement in writing, specific grounds upon which consent shall not be unreasonably withheld, conditioned or delayedthe Claim for indemnification is being made. The indemnified party right of the Indemnitee to indemnification for a Claim shall use reasonable efforts be deemed to mitigate any loss for which be accepted by the indemnifying party may be liable under its indemnificationIndemnitor unless, within 30 days after the Indemnitor's receipt of the Claim Notice, the Indemnitor shall notify the Indemnitee in writing that it objects to the right of the Indemnitee to indemnification with respect to the Claim.

Claims for Indemnification. In connection with Whenever any claim shall arise for indemnification provided pursuant to this Agreementhereunder, the indemnified party may make claims entitled to indemnification (the “Indemnified Party”) shall promptly notify the party obligated to provide indemnification (the “Indemnifying Party”) in writing of the claim and, when known, the facts constituting the basis for indemnification by giving written notice thereof to the indemnifying party after it receives notice of a third-party claim or liability being assertedsuch claim, but provided, however, that the failure to do so notify the Indemnifying Party shall not relieve the indemnifying party from any liability except Indemnifying Party of its obligation hereunder to the extent such failure does not prejudice the Indemnifying Party (it being agreed that it is materially prejudiced by the failure or delay in giving inability to defend a claim which gives rise to any obligation to pay any monetary amount of any kind shall be considered to prejudice such noticeIndemnifying Party). Such notice shall summarize In the bases for the claim for indemnification and event of any claim or liability being demand asserted against the Indemnified Party by a third party upon which the third party. Within fifteen (15) days after receiving any such noticeIndemnified Party may claim indemnification, the indemnifying party Indemnifying Party shall give written notice to the indemnified party stating Indemnified Party within thirty (30) days after receipt of notice of such indemnification claim from the Indemnified Party indicating whether it disputes the claim for indemnification and whether it will defend against any third-party Indemnifying Party intends to assume the defense of such claim or liability demand. Notwithstanding such assumption, the Indemnified Party shall have the right to participate in such defense, by written notice given to the Indemnifying Party within thirty (30) days from the date of the Indemnifying Party’s notice, provided that such participation shall be at its own 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 and expenseof such participation (including attorneys fees for counsel selected by the Indemnified Party) shall be reimbursed by the Indemnifying Party. If the indemnifying party fails to give notice that it disputes an indemnification claim within fifteen (15) days after the receipt of notice thereof, it shall be deemed to have accepted and agreed to indemnify the claim. The indemnifying party shall be entitled to direct Indemnifying Party assumes the defense against a third-party claim or liability with counsel selected by it (subject and the Indemnified Party does not participate, the Indemnifying Party shall have the right fully to control and to settle the Action. If the Indemnified Party elects to participate in such defense, the parties shall cooperate in the defense of the Action, and shall not settle the same without the consent of the indemnified partyeach, which consent shall not be unreasonably withheld) as long as . If the indemnifying party is conducting a good faith and diligent Indemnifying Party elects not to assume the defense. The indemnified party , the Indemnified Party shall at all times have the right to fully participate in the defense of a third-party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party, and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel do so (at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third-party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified partyIndemnifying Party), and to compromise or may settle it, exercising reasonable business judgment. If the third-party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party. The indemnifying party shall have the right to settle any third-party claim or liability same without the consent of the indemnified party provided that such settlement (i) fully releases the indemnified party from any liability and provides no admission of wrongdoing, and (ii) does not subject the indemnified party to any additional obligation, whether financial or otherwise. In the event that any such settlement does not meet the requirements of (i) and (ii) above, then the indemnified party must consent to such settlement in writing, which consent shall not be unreasonably withheld, conditioned or delayed. The indemnified party shall use reasonable efforts to mitigate any loss for which the indemnifying party may be liable under its indemnificationIndemnifying Party.

Claims for Indemnification. Whenever any Buyer's Claim shall arise for indemnification under this Article X, I-FLOW shall notify the VMI Shareholders and the INFUSYSTEM Shareholders of the Buyer's 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 indemnification provided pursuant to this Agreementlegal proceedings by a third party, such notice shall also specify, if known, the indemnified party may make claims for indemnification by giving written notice thereof amount or an estimate of the amount of the liability arising therefrom. I-FLOW and I-FLOWSUB shall give the VMI Shareholders and the INFUSYSTEM Shareholders a reasonable opportunity to the indemnifying party after it receives notice of a third-party claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is materially prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by the third party. Within fifteen (15) days after receiving defend any such notice, the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification Buyer's Claim at their own expense and whether it will defend against any third-party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within fifteen (15) days after the receipt of notice thereof, it shall be deemed to have accepted and agreed to indemnify the claim. The indemnifying party shall be entitled to direct the defense against a third-party claim or liability with counsel selected by it (subject of their own selection and reasonably acceptable to the consent of the indemnified partyI-FLOW, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith provided that I-FLOW and diligent defense. The indemnified party I-FLOWSUB shall at all times also have the right to fully participate in the defense of a third-party claim or liability at its their own expense directly or through counsel; provided, however, that if expense. If the named parties to the action or proceeding include both the indemnifying party VMI Shareholders and the indemnified partyINFUSYSTEM Shareholders shall, within a reasonable time after notice, fail to defend, I-FLOW and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a thirdI-party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party FLOWSUB shall have the right, at the expense of the indemnifying party, right to undertake the defense of such claim or liability (with counsel selected by the indemnified party)of, and to compromise or settle it, (exercising reasonable business judgment. If ) the third-party claim or liability is one that by its nature cannot be defended solely by Buyer's Claim on behalf, for the indemnifying partyaccount, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense risk of, the VMI Shareholders and the INFUSYSTEM Shareholders. I-FLOW shall notify the VMI Shareholders and the INFUSYSTEM Shareholders in writing of the indemnifying party. The indemnifying party shall have the right existence of any Buyer's Claim to settle any third-party claim or liability without the consent of the indemnified party provided that such settlement (i) fully releases the indemnified party from any liability and provides no admission of wrongdoing, and (ii) does not subject the indemnified party to any additional obligation, whether financial or otherwise. In the event that any such settlement does not meet the requirements of (i) and (ii) above, then the indemnified party must consent to such settlement in writing, which consent shall not be unreasonably withheld, conditioned or delayed. The indemnified party shall use reasonable efforts to mitigate any loss for which the indemnifying party may be liable under its indemnification.VMI Shareholders and the INFUSYSTEM Shareholders' indemnification would apply, but failure to so notify the VMI Shareholders and the INFUSYSTEM

Claims for Indemnification. In connection If Kintera or the Merger Sub becomes aware of any Losses for which Kintera or the Merger Sub will seek indemnification, Kintera or the Merger Sub shall deliver to the Escrow Agent, with a copy to the Securityholders' Agent, on or before the Termination Date, a certificate signed by any officer of Kintera or the Merger Sub (an "Officer's Certificate") stating that with respect to the indemnification provided pursuant to this Agreementobligations set forth in Section 8.2, Losses exist and specifying in reasonable detail the individual items of such Losses included in the amount so stated, the indemnified party may make claims for indemnification by giving written notice thereof to the indemnifying party after it receives notice of a third-party claim date each such item was paid, properly accrued or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is materially prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by the third party. Within fifteen (15) days after receiving any such noticearose, the indemnifying party shall give written notice nature of the misrepresentation, breach of warranty, covenant or claim to which such item is related and an estimate of attorney's fees and expenses necessary to conclude the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third-party claim or liability at its own cost and expensematter. If the indemnifying party fails Securityholders' Agent does not object to give notice that it disputes an indemnification claim such claims within fifteen twenty (1520) days after of the receipt delivery of notice thereofthe Officer's Certificate to the Securityholders' Agent, it shall be deemed to have accepted and agreed to indemnify the claim. The indemnifying party Kintera shall be entitled to direct receive from the defense against Escrow Agent shares of Escrow Securities, and shall be entitled to cancel Substituted Options for Shares, each on a third-party claim pro rata basis as among all holders of Shares and Substituted Options, with all such Shares to be received from Escrow or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third-party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties canceled Substituted Options having an aggregate Stated Price equal to the action or proceeding include both Reimbursable Losses, and in such event the indemnifying party and Escrow Agent shall deliver to Kintera the indemnified partyforegoing number of Escrow Securities. If the Securityholders' Agent has not objected to such claims, and the indemnified party is advised that representation of both parties by Reimbursable Losses exceed the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense aggregate Stated Price of the indemnifying party. If no such remaining Escrow Securities, then Kintera shall be entitled, upon delivery of a written notice of intent cancellation (the "Cancellation Notice") to dispute and defend a third-party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying partySecurityholders' Agent, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third-party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party. The indemnifying party shall have the right to settle any third-party claim or liability without the consent of the indemnified party provided that such settlement (i) fully releases (a) receive from the indemnified party from any liability Escrow Agent all remaining shares of Escrow Securities and provides no admission (b) cancel Substituted Options to purchase Shares in the same proportion for all holders of wrongdoingShares and Substituted Options as the remaining Escrow Securities bears to all Shares, including Shares subject to Substituted Options (as adjusted for stock splits, dividends, recombinations and the like), then (ii) does not cancel remaining Shares and Substituted Options to purchase Shares on a pro rata basis among all holders of Shares or Substituted Options, with all such Shares to be received from Escrow, subject the indemnified party to any additional obligation, whether financial or otherwise. In the event that any such settlement does not meet the requirements of canceled Substituted Options and canceled Shares pursuant to (i) and (ii) aboveabove having an aggregate Stated Price equal to the Reimbursable Losses, then and in such event the indemnified party must consent Escrow Agent shall deliver to Kintera the remaining Escrow Securities. Kintera shall notify each of the Indemnifying Parties of the number of Shares that are subject to cancellation, the number of Shares subject to return to Kintera and the number of Shares subject to canceled Substituted Options. At such settlement in writingtime, which consent the stockholders and holders of Substituted Options shall promptly surrender any stock certificate(s) evidencing Shares cancelled pursuant to this Section 8 and any agreements representing cancelled Substituted Options, provided that surrender of such certificate(s) or agreements representing Substituted Options shall not be unreasonably withheld, conditioned a condition to the cancellation of such Shares or delayed. The indemnified party Substituted Options and such Shares and Substituted Options shall use reasonable efforts be deemed cancelled when the Cancellation Notice is given by Kintera pursuant to mitigate any loss for which the indemnifying party may be liable under its indemnificationthis Section 8.6.

Claims for Indemnification. In connection At any time that an Indemnified Person desires to claim a Loss (a “Liability Claim”) that it reasonably believes is indemnifiable under Section 6.3, Purchaser will deliver a notice of such Liability Claim (a “Claims Notice”) to Seller. With respect to a Liability Claim under Section 6.3(a) with any indemnification respect to which Purchaser seeks recovery from the Escrow Fund, at the same time Purchaser delivers a Claims Notice to Seller, Purchaser will deliver a Claims Notice to the Escrow Agent. A Claims Notice will describe the Liability Claim in reasonable detail and indicate the amount (estimated, if necessary and to the extent feasible) of the Loss that has been or is reasonably expected to be paid, suffered or sustained by the Indemnified Persons. To the extent that the amount of a Loss is not determinable as of the date of delivery of a Claims Notice, Purchaser may deliver a Claims Notice stating the maximum amount of Loss that Purchaser in good faith estimates or anticipates that an Indemnified Person is reasonably likely to pay or suffer, except that Purchaser’s provision of an estimated or anticipated amount of Loss will not limit the Loss recoverable or recovered by an Indemnified Person, except as provided in Section 6.5. No delay in or failure to give a Claims Notice by Purchaser to Seller (or in the case of a Liability Claim seeking recovery from the Escrow Fund, the Escrow Agent, or the applicable Indemnitor) pursuant to this Agreement, Section 6.6 will adversely affect any of the indemnified party may make claims for indemnification by giving written notice thereof to the indemnifying party after it receives notice of a third-party claim other rights or liability being asserted, but the failure to do so shall not remedies that Purchaser has under this Agreement or alter or relieve the indemnifying party from any liability Indemnitors of their obligations to indemnify the Indemnified Persons pursuant to this Article 6, except and to the extent that it is materially prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification (and any claim or liability being asserted by the third party. Within fifteen (15) days after receiving any such notice, the indemnifying party shall give written notice only to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third-party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within fifteen (15extent) days after the receipt of notice thereof, it shall be deemed to have accepted and agreed to indemnify the claim. The indemnifying party shall be entitled to direct the defense against a third-party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third-party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party, and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third-party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third-party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party. The indemnifying party shall have the right to settle any third-party claim or liability without the consent of the indemnified party provided that such settlement (i) fully releases delay or failure has prejudiced the indemnified party from any liability and provides no admission of wrongdoing, and (ii) does not subject the indemnified party to any additional obligation, whether financial or otherwise. In the event that any such settlement does not meet the requirements of (i) and (ii) above, then the indemnified party must consent to such settlement in writing, which consent shall not be unreasonably withheld, conditioned or delayed. The indemnified party shall use reasonable efforts to mitigate any loss for which the indemnifying party may be liable under its indemnificationIndemnitors.

Claims for Indemnification. In connection with any (a) Third-Party Claims. A person entitled to indemnification provided pursuant to under this Agreement, the indemnified party may make claims for indemnification by giving Article VI (an "Indemnified Party") shall give prompt written notice thereof notification to the indemnifying party after it receives notice person from whom indemnification is sought (the "Indemnifying Party") of the commencement of any action, suit or proceeding relating to a third-party claim or liability being assertedfor which indemnification may be sought or, but if earlier, upon the failure to do so shall not relieve the indemnifying party from assertion in writing of any liability except to the extent that it is materially prejudiced such claim by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by the a third party. Within fifteen (15) days after receiving any such notice, the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third-party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within fifteen (15) days after the receipt of notice thereof, it shall be deemed to have accepted and agreed to indemnify the claim. The indemnifying party shall be entitled to direct the defense against a third-party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third-party claim or liability at its own expense directly or through counsel; provided, however, that if no delay on the named parties part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the action or proceeding include both extent) the indemnifying party and the indemnified party, and the indemnified party Indemnifying Party thereby is advised that representation prejudiced. Within 30 days after delivery of both parties by the same counsel would be inappropriate under applicable standards of professional conductsuch notification, the indemnified party may engage separate counsel at Indemnifying Party may, upon written notice thereof to the expense Indemnified Party, assume control of the indemnifying party. If no such notice of intent to dispute and defend a third-party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such action, suit, proceeding or claim or liability (with counsel selected by reasonably satisfactory to the indemnified party), and to compromise or settle it, exercising reasonable business judgmentIndemnified Party. If the third-party claim or liability is one that by its nature canIndemnifying Party does not be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in assume control of such defense, the Indemnified Party shall control such defense. Any Party not controlling such defense may participate therein at its own expense; provided that if the expense 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 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 per jurisdiction for all Indemnified Parties. Any Party controlling such defense shall keep the other Parties advised of the indemnifying partystatus of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Parties with respect thereto. The indemnifying party Indemnified Party shall have the right not agree to settle any third-party settlement of such action, suit, proceeding or claim or liability without the prior written consent of the indemnified party provided Indemnifying Party. The Indemnifying Party shall not agree to any settlement of such action, suit, proceeding or claim that such settlement (i) fully releases does not include a complete release of the indemnified party Indemnified Party or Parties from all liability with respect thereto or that imposes any liability and provides no admission or obligation on the Indemnified Party or Parties without the prior written consent of wrongdoing, and (ii) does not subject the indemnified party to any additional obligation, whether financial Indemnified Party or otherwise. In the event that any such settlement does not meet the requirements of (i) and (ii) above, then the indemnified party must consent to such settlement in writing, which consent shall not be unreasonably withheld, conditioned or delayed. The indemnified party shall use reasonable efforts to mitigate any loss for which the indemnifying party may be liable under its indemnificationParties.

Claims for Indemnification. In connection with If any Purchaser Indemnitee or Company Indemnitee (each, an "Indemnitee") shall believe that such Indemnitee is entitled to indemnification provided pursuant to this AgreementSection 8 in respect of any Damages, such Indemnitee shall give the indemnified appropriate indemnifying party may make claims (for indemnification by giving which purposes hereof, in the case of a Purchaser Indemnitee, means the Company, and in the case of a Company Indemnitee, means the Purchaser) prompt written notice thereof thereof. Any such notice shall set forth in reasonable detail and to the indemnifying party after it receives extent then known the basis for such claim for indemnification. The failure of such Indemnitee to give notice of a third-party claim or liability being asserted, but the failure to do so for indemnification promptly shall not relieve the indemnifying party from any liability adversely affect such Indemnitee's right to indemnity hereunder except to the extent that it is materially prejudiced by such failure adversely affects the failure or delay in giving right of the indemnifying party to assert any reasonable defense to such noticeclaim. Such notice shall summarize the bases for the Each such claim for indemnification and any claim or liability being asserted by the third party. Within fifteen (15) days after receiving any such notice, indemnity shall expressly state that the indemnifying party shall give written notice have only the 20 business day period referred to in the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third-party claim next sentence to dispute or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within fifteen (15) days after the receipt of notice thereof, it shall be deemed to have accepted and agreed to indemnify the deny such claim. The indemnifying party shall have 20 business days following the receipt of such notice either (a) to acquiesce in such claim by giving such Indemnitee written notice of such acquiescence or (b) to object to such claim by giving such Indemnitee written notice of such objection. If the indemnifying party does not object thereto within such 20 business day period, such Indemnitee shall be entitled to direct the defense against a third-party claim or liability with counsel selected be indemnified for all Damages reasonably and proximately incurred by it (subject to the consent such Indemnitee in respect of the indemnified party, which consent shall not be unreasonably withheld) as long as such claim. If the indemnifying party is conducting objects to such claim in a good faith and diligent defense. The indemnified party shall at all times have timely manner, the right to fully participate in senior management of the defense of a third-party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party Company and the indemnified party, and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no Purchaser shall meet to attempt to resolve such notice of intent to dispute and defend a third-party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgmentdispute. If the third-party claim or liability is one that by its nature dispute cannot be defended solely resolved by the indemnifying partysenior management, then the indemnified party shall make available such information and assistance as the indemnifying either party may reasonably request make a written demand for formal dispute resolution and shall cooperate with specify therein the indemnifying party in such defense, at the expense scope of the indemnifying partydispute. The indemnifying party shall have Within 30 days after such written notification, the right parties agree to settle any thirdmeet for one day with an impartial mediator and consider dispute resolution alternatives other than litigation. If an alternative method of dispute resolution is not agreed upon by the parties within 30 days after the one-party claim or liability without the consent of the indemnified party provided that such settlement (i) fully releases the indemnified party from any liability and provides no admission of wrongdoingday mediation, and (ii) does not subject the indemnified party to any additional obligation, whether financial or otherwise. In the event that any such settlement does not meet the requirements of (i) and (ii) above, then the indemnified party must consent to such settlement in writing, which consent shall not be unreasonably withheld, conditioned or delayed. The indemnified party shall use reasonable efforts to mitigate any loss for which the indemnifying either party may begin litigation proceedings. Nothing in this Section 8.4 shall be liable under its indemnificationdeemed to require arbitration.

Claims for Indemnification. In connection with any indemnification provided pursuant (a) If an Indemnitee desires to this Agreement, the indemnified party may make claims a claim for indemnification by giving written notice thereof under this Article VIII, such Indemnitee will deliver to Stockholders’ Representative prior to the indemnifying party after it receives notice Escrow End Date, or with respect to claims arising out of the Extended Representations prior to the end of the survival period for such Extended Representation, one or more written notices of Losses (each a third-party claim or liability being asserted“Claim”), but with a copy to the failure to do so shall not relieve Escrow Agent (during the indemnifying party from any liability except term of the Escrow Agreement). Any Claim will state in reasonable detail the basis for the Damages to the extent then known by Indemnitee and the nature of the Damage for which indemnification is sought, and may state the amount of the Damage claimed. If such Claim (or an amended Claim) states the amount of the Damage claimed and Stockholders’ Representative notifies Indemnitee that it is materially prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for Stockholders’ 52 Representative does not dispute the claim for indemnification and any claim described in such notice or liability being asserted by the third party. Within fifteen (15) fails to notify Indemnitee within 30 days after receiving any delivery of such notice by Indemnitee whether Indemnifying Parties disputes the claim described in such notice, the indemnifying party shall give written Damage in the amount specified in Indemnitee’s notice will be admitted or deemed admitted by Indemnifying Parties, and Indemnifying Parties will pay the amount of such Damage to Indemnitee, first from the Escrow Account if amounts are remaining in such account and second, by refunding amounts previously received from the Escrow Account but solely to the indemnified party stating whether it disputes extent provided in Section 8.2(b)(x). If Stockholders’ Representative has timely disputed the liability of Indemnifying Parties with respect to a Claim (or an amended Claim), Stockholders’ Representative and the Indemnitee will proceed in good faith to negotiate a resolution of such dispute. If a claim for indemnification and whether it will defend against any third-party claim or liability at its own cost and expensehas not been resolved within 30 days after delivery of notice to Stockholders’ Representative, Indemnitee may seek judicial recourse. If a Claim does not state the indemnifying party fails to give notice that it disputes an indemnification claim within fifteen (15) days after the receipt of notice thereof, it shall be deemed to have accepted and agreed to indemnify the claim. The indemnifying party shall be entitled to direct the defense against a third-party claim or liability with counsel selected by it (subject to the consent amount of the indemnified partyDamage claimed, which consent shall such omission will not preclude Indemnitee from recovering from Indemnifying Parties the amount of the Damage described in such Claim if any such amount is subsequently provided in an amended Claim. In order to assert its right to indemnification under this Article VIII, Indemnitee will not be unreasonably withheld) required to provide any notice except as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate provided in the defense of a third-party claim or liability at its own expense directly or through counsel; providedthis Section 8.3, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party, and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no but such notice of intent to dispute and defend must be provided in a third-party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third-party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance timely fashion as the indemnifying party may reasonably request and shall cooperate with the indemnifying party specified in such defense, at the expense of the indemnifying party. The indemnifying party shall have the right to settle any third-party claim or liability without the consent of the indemnified party provided that such settlement (i) fully releases the indemnified party from any liability and provides no admission of wrongdoing, and (ii) does not subject the indemnified party to any additional obligation, whether financial or otherwise. In the event that any such settlement does not meet the requirements of (i) and (ii) above, then the indemnified party must consent to such settlement in writing, which consent shall not be unreasonably withheld, conditioned or delayed. The indemnified party shall use reasonable efforts to mitigate any loss for which the indemnifying party may be liable under its indemnificationthis Article VIII.

Claims for Indemnification. In connection with any If Parent delivers to Seller a notice of a claim for indemnification provided pursuant to this Article XII or Article XIII of the Merger Agreement (each, a “Claim” and each such notice, a “Claim Notice”), Parent shall also send a copy of such notice to the Escrow Agent, which notice shall include a certification by Parent that a copy of such notice has been delivered to Seller. Without limiting the Merger Agreement, each Claim Notice shall set forth the indemnified party may make claims for indemnification aggregate amount of the Damages (as defined in the Merger Agreement) claimed by giving written notice Parent or an estimate thereof to the indemnifying party extent then known (the “Indemnity Claim Amount”). If Seller desires to dispute such Claim, Seller shall deliver to Parent and the Escrow Agent (which notice to the Escrow Agent shall include a certification by Seller that a copy of such notice has been delivered to Parent) written notice disputing such Claim (each a “Dispute Notice”) within thirty (30) calendar days following receipt by Seller of the applicable Claim Notice. If Seller timely delivers a Dispute Notice to Parent and the Escrow Agent regarding an applicable Claim, the Escrow Agent shall make payment with respect to such Claim only in accordance with Joint Instructions delivered pursuant to Section 3.1 or a Final Order and Legal Opinion delivered pursuant to Section 3.2. Escrow Agent shall conclusively presume that any Claim Notice or Dispute Notice delivered to it was simultaneously delivered to Seller or Parent, as applicable. If no Dispute Notice is received by the Escrow Agent within such 30-day period, then the Indemnity Claim Amount as set forth in the applicable Claim Notice shall be deemed established for purposes of this Agreement and the Merger Agreement and, on the first (1st) Business Day after it receives notice the expiration of a thirdsuch 30-party claim day period, the Escrow Agent shall pay to Parent (or liability being asserted, but the failure to do so shall not relieve the indemnifying party Parent’s designee) such Indemnity Claim Amount from any liability except (and only to the extent that it is materially prejudiced by of) the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by the third party. Within fifteen (15) days after receiving any such notice, the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third-party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within fifteen (15) days after the receipt of notice thereof, it shall be deemed to have accepted and agreed to indemnify the claim. The indemnifying party shall be entitled to direct the defense against a third-party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third-party claim or liability at its own expense directly or through counselEscrowed Funds; provided, howeverthat before making such payment to Parent, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party, and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third-party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party Escrow Agent shall have the right, at the expense of the indemnifying party, to undertake the defense of received from Parent written notice that such claim or liability thirty (with counsel selected by the indemnified party), 30) calendar day period has elapsed and to compromise or settle it, exercising reasonable business judgment. If the third-party claim or liability is one that by its nature canParent has not be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying partyreceived a Dispute Notice from Seller. The indemnifying party Escrow Agent shall have the right to settle any third-party claim not inquire into or liability without the consent of the indemnified party provided that such settlement (i) fully releases the indemnified party from any liability and provides no admission of wrongdoing, and (ii) does not subject the indemnified party to any additional obligation, consider whether financial a Claim or otherwise. In the event that any such settlement does not meet Claim Notice complies with the requirements of (i) and (ii) above, then the indemnified party must consent to such settlement in writing, which consent shall not be unreasonably withheld, conditioned or delayed. The indemnified party shall use reasonable efforts to mitigate any loss for which the indemnifying party may be liable under its indemnificationMerger Agreement.