Common use of Claims for Indemnification Clause in Contracts

Claims for Indemnification. Whenever any claim shall arise for -------------------------- indemnification under this CLAUSE SIXTH, the party seeking indemnification (the "Indemnified Party"), shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim; provided, however, that Stockholder shall -------- ------- have no obligation to indemnify Company and/or Buyer and/or hold Company and/or Buyer harmless from any Damages or claim asserted at a time beyond the time limitation period imposed by paragraph 6.6., below. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party, the notice shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. Except as provided in Clause 6.4(d), the Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent, which shall not be unreasonably withheld or delayed, of the Indemnifying Party; provided, however, -------- ------- that if suit shall have been instituted against an Indemnified Party and the Indemnifying Party shall not have taken control of such suit as provided in Clause 6.4 of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim without the Indemnifying Party's consent.

Claims for Indemnification. Whenever any claim shall arise for -------------------------- indemnification under this CLAUSE SIXTHhereunder, the party seeking indemnification (the "Indemnified Party"), ) shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim; provided, however, that Stockholder shall -------- ------- have no obligation to indemnify Company and/or Buyer and/or hold Company and/or Buyer harmless from any Damages or claim asserted at a time beyond the time limitation period imposed by paragraph 6.6., below. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding proceedings by a third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. Except as provided in Clause 6.4(d), the 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 consentconsent of the Indemnifying Party, which shall not be unreasonably withheld or delayedwithheld, of the Indemnifying Party; provided, however, -------- ------- that if unless suit shall have been instituted against an Indemnified Party it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Clause 6.4 Section 9.3 of this Agreement, Agreement in which case the Indemnified Party shall have the right to may settle or compromise such claim without the prior consent of the Indemnifying Party. If the Indemnified Party fails to give prompt notice of any claim and such failure prejudices the Indemnifying Party's consentposition or its ability to defend the claim, the Indemnifying Party's liability to the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to the failure to give such notice in a timely manner.

Claims for Indemnification. Whenever any claim shall arise for -------------------------- A Person entitled to indemnification under this CLAUSE SIXTH, the party seeking indemnification Section 10.1 (the "an “Indemnified Party"), ”) shall promptly notify give prompt written notification to the party Party from whom indemnification is sought (the "“Indemnifying Party"”) of the commencement of any action, suit or proceeding relating to a Third Party claim andfor which indemnification may be sought or, when knownif earlier, upon the facts constituting the basis for assertion of any such claim; providedclaim by a Third Party (it being understood and agreed, however, that Stockholder shall -------- ------- have no obligation the failure by an Indemnified Party to indemnify Company and/or Buyer and/or hold Company and/or Buyer harmless from any Damages or give notice of a Third Party claim asserted at a time beyond the time limitation period imposed by paragraph 6.6., below. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party, the notice shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. Except as provided in Clause 6.4(dthis Section 10.1(c) shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give notice). Within [**] days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such action, suit, proceeding or claim with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party does not assume control of such defense, the Indemnified Party shall control such defense. The Party not settle controlling such defense may participate therein at its own expense. The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or compromise claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim by a third party for which it is entitled to indemnification hereunder without the prior written consent, which shall not be unreasonably withheld or delayed, consent of the Indemnifying Party; provided, however, -------- ------- that if suit shall have been instituted against an Indemnified Party and which consent the Indemnifying Party shall not have taken control unreasonably withhold, condition or delay. The Indemnifying Party shall not agree, without the prior written consent of such suit as provided in Clause 6.4 of this Agreementthe Indemnified Party, which consent the Indemnified Party shall have not unreasonably withhold, condition or delay, 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 right to settle Indemnified Party from all liability with respect thereto or compromise such claim without that imposes any liability or obligation on the Indemnifying Indemnified Party's consent.

Claims for Indemnification. Whenever any claim (a "CLAIM") shall arise for -------------------------- indemnification under this CLAUSE SIXTHARTICLE 7, the party seeking indemnification (the "Indemnified Party"), Indemnitee suffering a Loss shall promptly notify the party from whom indemnification is sought Seller Indemnitors or the Buyer Indemnitors (the "Indemnifying PartyINDEMNIFYING PARTY") of the claim Claim and, when known, the facts constituting the basis for such claimthe Claim; provided, however, that Stockholder shall -------- ------- have no obligation to indemnify Company and/or Buyer and/or hold Company and/or Buyer harmless delay on the part of any Indemnitee in notifying the Indemnifying Party will relieve any Indemnifying Party from any Damages liability or claim asserted at a time beyond obligation hereunder except to the time limitation period imposed extent of any damage or liability caused by paragraph 6.6., belowor arising out of such delay. In the event of any such claim for indemnification hereunder Claim resulting from or in connection with any claim or legal proceeding proceedings by a third partyparty (a "THIRD PARTY CLAIM"), the notice shall to an Indemnifying Party must specify, if known, the amount or an estimate of the amount of the liability arising therefrom. Except as provided in Clause 6.4(d), the Indemnified Party shall not No Indemnitee may settle or compromise any claim by a third party for which it is entitled to seeking indemnification hereunder without the prior written consent, consent of an Indemnifying Party (which shall not be unreasonably withheld or delayedwithheld), of the Indemnifying Party; provided, however, -------- ------- that if suit shall have been instituted against unless an Indemnified Party and the Indemnifying Party shall has not have taken control of the defense of such suit claim as provided in Clause 6.4 of SECTION 7.4, after due notification thereof pursuant to this AgreementSECTION 7.3, in which case the Indemnified Party shall have the right to Indemnitee may settle or compromise such claim without the an Indemnifying Party's consent.

Claims for Indemnification. Whenever any claim shall arise for -------------------------- indemnification under this CLAUSE SIXTHsection, the indemnified party seeking indemnification (hereinafter sometimes referred to as the "Indemnified Party"), ) shall promptly notify the party from against whom indemnification is sought (hereinafter sometimes referred to as the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim; provided, however, that Stockholder shall -------- ------- have no obligation to indemnify Company and/or Buyer and/or hold Company and/or Buyer harmless from any Damages or claim asserted at a time beyond the time limitation period imposed by paragraph 6.6., below. In the event of any such claim for indemnification hereunder under this Agreement resulting from or in connection with any claim or legal proceeding proceedings by a third party, the notice shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. Except as provided in Clause 6.4(d), the The Indemnified Party shall not settle or compromise any claim by a third party for in respect of which it is entitled to indemnification hereunder under this Agreement without the prior written consentconsent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed, of the Indemnifying Party; provided, however, -------- ------- that if action or suit shall have been instituted against an the Indemnified Party and the Indemnifying Party shall not have taken control of such action or suit as provided in Clause 6.4 of this AgreementSection after notification thereof, the Indemnified Party shall have the right to settle or compromise such claim without after giving notice to the Indemnifying Party's consentParty as provided in this Section.

Claims for Indemnification. Whenever The representations, warranties, covenants and agreements in this Agreement shall survive the Closing Date subject to the limitations set forth herein and shall not be affected by any claim investigation made by the parties hereto prior to the date hereof. The Indemnified Party shall arise for -------------------------- indemnification under this CLAUSE SIXTH, the party seeking indemnification give either Indemnifying Party a written notice (the "Indemnified Party"), shall promptly notify the party from whom indemnification is sought “Notice of Claim”) within sixty (the "Indemnifying Party"60) days of the discovery of any loss, liability, claim and, when known, or expense in respect of which the facts constituting the basis for such claimright to indemnification contained in this Section 9 may be claimed; provided, however, that Stockholder the failure to give such notice within such sixty (60) day period shall -------- ------- have no obligation not result in the waiver or loss of any right to indemnify Company and/or Buyer and/or hold Company and/or Buyer harmless from any Damages or bring such claim asserted at a time beyond hereunder after such period unless, and only to the time limitation period imposed extent that, the Indemnifying Party is actually prejudiced by paragraph 6.6., belowsuch failure. In the event of any such a claim for indemnification hereunder resulting from is pending or in connection with any claim threatened or legal proceeding by the Indemnified Party has a third party, reasonable belief as to the notice shall specify, if known, the amount or an estimate validity of the amount of the liability arising therefrom. Except as provided in Clause 6.4(d)basis for such claim, the Indemnified Party shall not settle or compromise any may give written notice (a “Notice of Possible Claim”) of such claim by a third party for which it is entitled to indemnification hereunder without the prior written consent, which shall not be unreasonably withheld or delayed, of the Indemnifying Party; provided, howeverregardless of whether a loss has arisen from such claim. Any Notice of Claim or Notice of Possible Claim shall set forth the representations, -------- ------- that if suit shall have been instituted against warranties, covenants and agreements with respect to which the claim is made, the specific facts giving rise to an Indemnified Party alleged basis for the claim and the Indemnifying Party shall not have taken control amount of such suit as provided in Clause 6.4 liability asserted or anticipated to be asserted by reason of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim without the Indemnifying Party's consentclaim.

Claims for Indemnification. Whenever any claim shall arise for -------------------------- indemnification under this CLAUSE SIXTHArticle VII, even if no payment is then due on account thereof, the party seeking indemnification (the "“Indemnified Party"), ”) shall promptly notify provide written notice (the “Notice”) to the party from against whom indemnification is sought (the "“Indemnifying Party"”) of the claim claim. In the event of any Third Party Claim, the Indemnified Party shall provide the Notice within 30 days after the Indemnified Party has actual knowledge of its existence and, when known, the facts constituting the basis for such claim; providedclaim in reasonable detail, howeverbut the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party, except to the extent that Stockholder shall -------- ------- have no obligation the Indemnifying Party demonstrates that the defense of such Third Party Claim is materially prejudiced by the Indemnified Party’s failure to indemnify Company and/or Buyer and/or hold Company and/or Buyer harmless from any Damages or claim asserted at a time beyond the time limitation period imposed by paragraph 6.6., belowgive such Notice. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third partyThird-Party Claim, the notice Notice shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. Except as provided in Clause 6.4(d), the The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder Third Party Claim without the prior written consentconsent of the Indemnifying Party, which consent shall not be unreasonably withheld withheld, conditioned or delayed, of the Indemnifying Party; provided, however, -------- ------- that if unless suit shall have been instituted against an the Indemnified Party and the Indemnifying Party shall not have taken control of such suit as provided in Clause 6.4 of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim without the Indemnifying Party's consentaccordance with Section 7.4 below.

Claims for Indemnification. Whenever (a) In the event that any Indemnified Party has a claim shall arise for -------------------------- indemnification under this CLAUSE SIXTH, the party seeking indemnification (the "Indemnified Party"), shall promptly notify the party against any Person from whom indemnification is sought (the "an “Indemnifying Party"”) of the pursuant to Section 9.1 hereof, which does not involve a claim and, when known, the facts constituting the basis for such claim; provided, however, that Stockholder shall -------- ------- have no obligation being sought to indemnify Company and/or Buyer and/or hold Company and/or Buyer harmless from any Damages or claim asserted at a time beyond the time limitation period imposed by paragraph 6.6., below. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding be collected by a third party, the Indemnified Party shall provide written notice of such claim (a “Claim Notice”) to the Stockholders’ Representative (or the particular Indemnifying Party in the event that recovery is being sought directly from such Indemnifying Party). The Claim Notice shall specifyset forth the amount, if known, the amount or or, if not known, an estimate of the maximum amount of claimed Damages (which estimate shall not be conclusive of the final amount of such Damages) and a reasonable description of the basis for such claim. If the Stockholders’ Representative (or the Indemnifying Party, if applicable) does not notify the Indemnified Party within thirty (30) days from receipt of the Claim Notice that Stockholders’ Representative (or the Indemnifying Party, if applicable) disputes such claim, or its (or the Indemnifying Parties’) liability arising therefromto the Indemnified Party for such claim, the amount of such claim as set forth in the Claim Notice shall be conclusively deemed a liability of the Indemnifying Parties hereunder. Except as provided In case an objection is made in Clause 6.4(dwriting by the Stockholders’ Representative (or the Indemnifying Party, if applicable) in accordance with this Section 9.2(a) (an “Objection Notice”), the Indemnified Party shall not settle or compromise any claim by have thirty (30) days to respond in a third party for which it is entitled written statement to indemnification hereunder without the prior written consent, which shall not be unreasonably withheld or delayed, of the Indemnifying Party; provided, however, -------- ------- that if suit shall have been instituted against an Indemnified Party and the Indemnifying Party shall not have taken control of such suit as provided in Clause 6.4 of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim without the Indemnifying Party's consentObjection Notice.

Claims for Indemnification. Whenever any claim shall arise for -------------------------- indemnification under this CLAUSE SIXTHhereunder, the party seeking indemnification (the "Indemnified Party"), shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim; provided, however, that Stockholder no delay on the part of the Indemnified Party notifying any Indemnifying Party shall -------- ------- have no obligation to indemnify Company and/or Buyer and/or hold Company and/or Buyer harmless relieve the Indemnifying Party from any Damages liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure; provided, further, however, that no claim for indemnification may be asserted at a time beyond by an Indemnified Party unless notice of the time limitation period imposed by paragraph 6.6., belowclaim shall have been delivered on or before the date which is 2 years and 30 days after the Closing Date. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding proceedings by a third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. Except as provided in Clause 6.4(d), the The Indemnified Party shall not settle or compromise any claim by a third party for from which it is entitled to seeking indemnification hereunder without the prior written consentconsent of the Indemnifying Party, which shall not be unreasonably withheld or delayedwithheld, of the Indemnifying Party; provided, however, -------- ------- that if suit shall have been instituted against an Indemnified Party and unless the Indemnifying Party shall not have taken control of the defense of such suit claim as provided in Clause Section 6.4 of this Agreement, the Indemnified Party shall have the right after notification thereof pursuant to settle or compromise such claim without the Indemnifying Party's consentthis Section 6.3.

Claims for Indemnification. Whenever any claim shall arise for -------------------------- (a) A Party entitled to indemnification under this CLAUSE SIXTH, the party seeking indemnification Article VI (the an "Indemnified Party"), ) shall promptly notify give prompt written notification (a "Claim Notice") to the party from whom indemnification is sought (the "Indemnifying Party") of the claim andclaim, and when known, the facts constituting the basis for and the amount of such claim; provided, however, that Stockholder shall -------- ------- have no obligation to indemnify Company and/or Buyer and/or hold Company and/or Buyer harmless from any Damages or claim asserted at a time beyond (the time limitation period imposed by paragraph 6.6., below"Claimed Amount"). In the event of any such claim for indemnification hereunder resulting from or in connection with any claim claim, action, suit or legal proceeding by relating to a third party, the notice Claim Notice shall be delivered within twenty (20) days after receipt of such third party's claim and shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. Except as provided in Clause 6.4(d)If the Indemnified Party is seeking to enforce such claim pursuant to the Escrow Agreement, the Indemnified Party shall deliver a copy of the Claim Notice to the Escrow Agent. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent, which shall not be unreasonably withheld or delayed, of the Indemnifying PartyParty (in the case of the Stockholders, such consent shall be provided by in the Stockholders' Representative); provided, however, -------- ------- that if suit shall have been instituted against an the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Clause 6.4 Section 6.3(b) of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim without upon giving notice to the Indemnifying Party's consentParty as provided in Section 6.3(b).

Claims for Indemnification. (a) Whenever any claim shall arise for -------------------------- indemnification under this CLAUSE SIXTHparagraph 9 or 10 hereof, the indemnified party seeking indemnification (the "Indemnified Party"), shall promptly notify the indemnifying party from whom indemnification is sought (the "Indemnifying Party") in writing of the claim and, when known, the facts constituting the basis for such claim; provided, however, that Stockholder shall -------- ------- have no obligation to indemnify Company and/or Buyer and/or hold Company and/or Buyer harmless from any Damages or claim asserted at a time beyond the time limitation period imposed by paragraph 6.6., below(an "Indemnification Claim Notice"). In ----------------------------- the event of any such claim for indemnification hereunder resulting from or in connection with any claim of or legal proceedings by a third party (any such claim or legal proceeding by being referred to herein as a third party"Proceeding"), the notice Indemnification Claim Notice shall specify, if known, the amount or an estimate of the an amount of the liability arising therefrom. Except as provided in Clause 6.4(d)In the event the indemnifying party intends to contest its obligation to indemnify the indemnified party against any such claim, the Indemnified Party indemnifying party shall not settle or compromise any claim by a third party for which it is entitled deliver to indemnification hereunder without the prior written consentindemnified party, which shall not be unreasonably withheld or delayed, within thirty (30) days of the Indemnifying Party; provideddate of the Indemnification Claim Notice, however, -------- ------- a written notice (the "Contest Notice") stating that if suit the indemnifying party -------------- intends to contest the claims set forth in the Indemnification Claim Notice. Any such contest shall have been instituted against an Indemnified Party and be resolved in the Indemnifying Party shall not have taken control of such suit as provided manner specified in Clause 6.4 of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim without the Indemnifying Party's consentparagraph 17 below.

Claims for Indemnification. Whenever any claim shall arise for -------------------------- ______________ indemnification under this CLAUSE SIXTHhereunder, the party seeking entitled to indemnification (the "Indemnified Partyindemnified party"), shall ____________ promptly notify the other party from whom indemnification is sought or parties (the "Indemnifying Partyindemnifying party") of the claim and, when and __________________ known, the facts constituting the basis for such claim; provided, however, that Stockholder shall -------- ------- have no obligation to indemnify Company and/or Buyer and/or hold Company and/or Buyer harmless from any Damages or claim asserted at a time beyond the time limitation period imposed by paragraph 6.6., below. In the event of any such claim for claims _________________ indemnification hereunder resulting from or in connection with any claim or legal proceeding by _________ a third party, notice shall be delivered by indemnified party within ten (10) business days _______ receipt of any such claim (provided that failure to provide timely notice shall not _____ indemnified party's rights hereunder so long as such failure does not materially ____________ indemnifying party's ability to defend such claim) and the notice shall to the indemnifying party _______ specify, if known, the amount or an estimate of the amount of the liability arising therefrom. Except as provided in Clause 6.4(d), therefrom ____ the Indemnified Party indemnified party shall not settle or compromise any claim by a third party for which it is entitled _______ to indemnification hereunder hereunder, without the prior written consent, which consent of the indemnifying party ____ shall not be unreasonably withheld or delayed, of the Indemnifying Party; provided, however, -------- ------- that if unless suit shall have been instituted against an Indemnified Party and the Indemnifying Party ________ indemnifying party shall not have taken control of such suit after notification thereof as provided in Clause 6.4 Section 8.4 of this Agreement, . Neither the Indemnified Party indemnified party nor the indemnifying party shall have the right to settle or compromise any claim by a third party for which indemnification is available __________ if the terms of such claim without settlement or compromise admits the Indemnifying Party's consentliability with respect to such claims ______ other party hereto unless the other party, in its sole discretion, consents to such settlement compromise.

Claims for Indemnification. Whenever any claim shall arise for -------------------------- indemnification under this CLAUSE SIXTHpursuant to Section 6.3 hereof, the party seeking indemnification (the "Indemnified Party"), Party shall promptly (and in no event more than 30 days after the later to occur of incurring the Losses or discovering the facts giving rise to the claim) notify the party from whom indemnification is sought (the "Indemnifying Party") Company of the claim and, when known, the facts constituting the basis for such claim; provided, however, provided that Stockholder an Indemnified Party's failure to give such notice shall -------- ------- have no obligation not affect any rights or remedies of the Indemnified Party hereunder with respect to indemnify indemnification for Losses except to the extent that the Company and/or Buyer and/or hold Company and/or Buyer harmless from any Damages or claim asserted at a time beyond the time limitation period imposed by paragraph 6.6., belowis materially prejudiced thereby. In the event of any such claim for indemnification hereunder pursuant to Section 6.3 hereof resulting from or in connection with any claim or legal proceeding proceedings by a third party, the notice to the Company shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. Except as provided in Clause 6.4(d), the The Indemnified Party shall not settle or compromise any claim by a third party for which it is they are entitled to indemnification hereunder pursuant to Section 6.3 hereof, without the prior written consent, consent of the Company (which shall not be unreasonably withheld or delayed, of the Indemnifying Party; provided, however, -------- ------- that if withheld) unless suit shall have been instituted against an Indemnified Party them and the Indemnifying Party Company shall not have taken control of such suit after notification thereof as provided in Clause 6.4 of this AgreementSection 6.4; provided, however, that the Indemnified Party is hereby authorized to file any motion, answer or other pleading that it shall have the right deem necessary or appropriate to settle or compromise such claim without the Indemnifying Party's consentprotect its interests.

Claims for Indemnification. Whenever any claim shall arise for -------------------------- indemnification under this CLAUSE SIXTHSection 7, Parent or the party Company, as the case may be, seeking indemnification (the "Indemnified Party"), shall promptly notify (the "Claim Notice") the party from for whom indemnification is sought hereunder (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim; provided. In the event such Claim Notice is sent by Parent, however, that Stockholder Parent shall -------- ------- have no obligation deliver a copy of such Claim Notice to indemnify Company and/or Buyer and/or hold Company and/or Buyer harmless from any Damages or claim asserted at a time beyond the time limitation period imposed by paragraph 6.6., belowEscrow Agent and the Stockholders' Representatives. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding proceedings by a third party, the notice shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. Except as provided in Clause 6.4(d), the The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent, which shall not be unreasonably withheld or delayed, of the Indemnifying Party; provided, however, -------- ------- that if suit shall have been instituted against an the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Clause 6.4 of this Agreementherein, the Indemnified Party shall have the right to settle or compromise such claim without upon giving notice to the Indemnifying Party as provided in Section 7.5. In the event that the Company constitutes the Indemnifying Party, all notices and consents shall be given to, or by, the Stockholders' Representatives, who shall have the power and authority to bind the Company and all of the Company's consentstockholders.

Claims for Indemnification. Whenever Except as provided in Section 7.4(d), whenever any claim shall arise for -------------------------- indemnification under this CLAUSE SIXTHhereunder, the party Party seeking indemnification (the "Indemnified Party"), ) shall promptly notify the other party from whom indemnification is sought (the "Indemnifying Party") of the claim andclaim, and when known, the facts constituting the basis for such claim; provided, however, that Stockholder no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall -------- ------- have no obligation to indemnify Company and/or Buyer and/or hold Company and/or Buyer harmless relieve the Indemnifying Party from any Damages liability or claim asserted at a time beyond obligation hereunder, so long as such delay is not prejudicial to the time limitation period imposed by paragraph 6.6., belowIndemnifying Party. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding proceedings by a third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. Except as otherwise provided in Clause 6.4(dSection 7.4(d), the Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to seeking indemnification hereunder without the prior written consentconsent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayedwithheld, of the Indemnifying Party; provided, however, -------- ------- that if suit shall have been instituted against an Indemnified Party and unless the Indemnifying Party shall not have taken control of the defense of such suit claim as provided in Clause 6.4 of Section 7.4, after notification thereof pursuant to this AgreementSection 7.3, in which case the Indemnified Party shall have the right to may settle or compromise such claim without the Indemnifying Party's consent.

Claims for Indemnification. Whenever any claim shall arise for -------------------------- indemnification under this CLAUSE SIXTHSection 10, the party Buyer or the Company or RM, as the case may be, seeking indemnification (the "Indemnified Party"), shall as promptly as practicable after the Indemnified Party becomes aware of the material facts that form the basis of such claim (and in any event within 5 business days after the Indemnified Party becomes aware of any tax claim or receives written notice that a legal claim has been filed, which tax claim or legal claim could give rise to indemnification hereunder) notify the party from whom required to provide indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim; provided, however, that Stockholder shall -------- ------- have no obligation to indemnify Company and/or Buyer and/or hold Company and/or Buyer harmless from any Damages or claim asserted at a time beyond the time limitation period imposed by paragraph 6.6., below. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding proceedings by a third party, the notice shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. Except as provided in Clause 6.4(d), the The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent, which shall not be unreasonably withheld or delayed, of the Indemnifying Party; provided, however, -------- ------- that if suit shall have been -------- ------- instituted against an the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Clause 6.4 Subsection 10.4 of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim without upon giving notice to the Indemnifying Party's consentParty as provided in Subsection 10.4.

Claims for Indemnification. Whenever any claim shall arise for -------------------------- indemnification under this CLAUSE SIXTHArticle VI, the party Sellers and Shareholders on the one hand or Buyer on the other hand, as the case may be, seeking indemnification (the "“Indemnified Party"”), shall promptly notify the party from whom indemnification is sought in writing (the "“Indemnifying Party"”) of the claim within fourteen (14) days of the receipt of written notice of any such claim and, when known, the facts constituting the basis for such claim; provided, however, that Stockholder shall -------- ------- have no obligation to indemnify Company and/or Buyer and/or hold Company and/or Buyer harmless from any Damages or claim asserted at a time beyond the time limitation period imposed by paragraph 6.6., below(an “Indemnification Claim Notice”). In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding proceedings by a third party, the notice Indemnification Claim Notice shall specify, if known, the amount or an estimate of the amount of the liability arising therefromtherefrom and shall append all legal papers, notices and other documents received in connection therewith. Except as provided The delivery of the Indemnification Claim Notice by the Indemnified Party to the Indemnifying Party within such fourteen-day period shall not be a condition precedent to any liability of the Indemnifying Party under this Agreement, unless such Indemnifying Party has otherwise been prejudiced by the lack of or delay in Clause 6.4(d), the delivering such Indemnification Claim Notice. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consentconsent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayeddelayed if the settlement or judgment includes an unconditional release to the Indemnified Party from all liability with respect to such claim, of the Indemnifying Party; provided, however, -------- ------- that if suit shall have been instituted against an the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Clause 6.4 of this AgreementSection 6.6 hereof, the Indemnified Party shall have the right to settle or compromise such claim without upon giving reasonable and timely notice to the Indemnifying Party's consent, as provided in Section 6.6.

Claims for Indemnification. Whenever any (a) All claims for indemnification made under this Article 4 resulting from a third-party claim against an Indemnified Party (as defined below) shall arise for -------------------------- be made in accordance with the following procedures. A Person entitled to indemnification under this CLAUSE SIXTH, the party seeking indemnification Article 4 (the "an “Indemnified Party"), ”) shall promptly notify give prompt written notification to the party Person from whom indemnification is sought (the "“Indemnifying Party"”) of the commencement of any action, suit, or proceeding relating to a third-party claim andfor which indemnification may be sought or, when knownif earlier, upon the facts constituting the basis for such claim; provided, however, that Stockholder shall -------- ------- have no obligation to indemnify Company and/or Buyer and/or hold Company and/or Buyer harmless from any Damages or claim asserted at a time beyond the time limitation period imposed by paragraph 6.6., below. In the event potential assertion of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third partyparty (collectively, an “Action”). Within thirty (30) days after delivery of such notification, the Indemnifying Party may, upon written notice shall specifythereof to the Indemnified Party, if known, the amount or an estimate assume control of the amount defense of the liability arising therefromAction with counsel selected by the Indemnifying Party. Except as provided in Clause 6.4(d)If the Indemnifying Party does not assume control of such defense, the Indemnified Party shall control such defense. The Party not settle or compromise controlling such defense of an Action may participate in such Action at its own expense. The Party MEMBERSHIP INTEREST PURCHASE AGREEMENT 19 controlling such defense shall keep the other Party advised of the status of such Action, and the defense thereof and shall consider recommendations made by the other Party with respect thereto. Neither the Indemnifying Party nor the Indemnified Party, as the case may be, shall agree to any claim by a third party for which it is entitled to indemnification hereunder settlement of such Action without the prior written consentconsent of the other Party, which consent shall not be unreasonably withheld or delayed, of the Indemnifying Party; provided, however, -------- ------- that if suit shall have been instituted against an Indemnified Party and the Indemnifying Party shall not have taken control of such suit as provided in Clause 6.4 of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim without the Indemnifying Party's consent.

Claims for Indemnification. Whenever any claim shall arise for -------------------------- indemnification under this CLAUSE SIXTHhereunder with respect to a liability or obligation owed or asserted to be owed to a third party, the party seeking indemnification (the "Indemnified Party"), ) shall promptly notify (in accordance with Section 8.6) the party from whom indemnification is sought (the "Indemnifying Party") (in the case of the Seller after its liquidation, Buyer shall notify Blue Rock and the Stockholder Representative), of the claim and, when known, the facts constituting the basis for such claim; provided, however, that Stockholder no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall -------- ------- have no obligation to indemnify Company and/or Buyer and/or hold Company and/or Buyer harmless relieve the Indemnifying Party from any Damages liability or claim asserted at a time beyond obligation hereunder except to the time limitation period imposed extent of any damage or liability caused by paragraph 6.6., belowor arising out of such failure. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding proceedings by a third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. Except as provided in Clause 6.4(d), the The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to seeking indemnification hereunder without the prior written consent, consent of the Indemnifying Party (which shall not be unreasonably withheld or delayedwithheld), of the Indemnifying Party; provided, however, -------- ------- that if suit shall have been instituted against an Indemnified Party and unless the Indemnifying Party shall not have taken control of the defense of such suit claim as provided in Clause 6.4 Section 6.7 of this Agreement, after notification thereof pursuant to this Section 6.6, in which case the Indemnified Party shall have the right to may settle or compromise such claim without the Indemnifying Party's consent.

Claims for Indemnification. Whenever Except as provided in Section 7.4(d), whenever any claim shall arise for -------------------------- indemnification under this CLAUSE SIXTHhereunder, the party Party seeking indemnification (the "Indemnified Party"), ) shall promptly notify the other party from whom indemnification is sought (the "Indemnifying Party") of the claim andclaim, and when known, the facts constituting the basis for such 44 49 claim; provided, however, that Stockholder no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall -------- ------- have no obligation to indemnify Company and/or Buyer and/or hold Company and/or Buyer harmless relieve the Indemnifying Party from any Damages liability or claim asserted at a time beyond obligation hereunder, so long as such delay is not prejudicial to the time limitation period imposed by paragraph 6.6., belowIndemnifying Party. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding proceedings by a third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. Except as otherwise provided in Clause 6.4(dSection 7.4(d), the Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to seeking indemnification hereunder without the prior written consentconsent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayedwithheld, of the Indemnifying Party; provided, however, -------- ------- that if suit shall have been instituted against an Indemnified Party and unless the Indemnifying Party shall not have taken control of the defense of such suit claim as provided in Clause 6.4 of Section 7.4, after notification thereof pursuant to this AgreementSection 7.3, in which case the Indemnified Party shall have the right to may settle or compromise such claim without the Indemnifying Party's consent.

Claims for Indemnification. Whenever any claim shall arise for -------------------------- indemnification under this CLAUSE SIXTHSection 8, the party Buyer or the Seller, as the case may be, seeking indemnification (the "Indemnified Party"), shall as promptly as practicable after the Indemnified Party becomes aware of the material facts that form the basis of such claim (and in any event within 5 business days after the Indemnified Party becomes aware of any tax claim or receives written notice that a legal claim has been filed, which tax claim or legal claim could give rise to indemnification hereunder) notify the party from whom required to provide indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim; provided, however, that Stockholder shall -------- ------- have no obligation to indemnify Company and/or Buyer and/or hold Company and/or Buyer harmless from any Damages or claim asserted at a time beyond the time limitation period imposed by paragraph 6.6., below. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding proceedings by a third party, the notice shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. Except as provided in Clause 6.4(d), the The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent, which shall not be unreasonably withheld or delayed, of the Indemnifying Party; provided, however, -------- ------- that if suit shall have been instituted against an the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Clause 6.4 Subsection 8.4 of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim without upon giving notice to the Indemnifying Party's consentParty as provided in Subsection 8.4.

Claims for Indemnification. Whenever any claim shall arise for -------------------------- indemnification under this CLAUSE SIXTHhereunder, the party Party seeking indemnification (the "Indemnified Party"), ) shall promptly notify the party Party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim; provided, however, that Stockholder shall no delay on the part of the -------- ------- have no obligation to indemnify Company and/or Buyer and/or hold Company and/or Buyer harmless Indemnified Party in notifying the Indemnifying Party and, if applicable, the Escrow Agent shall relieve the Indemnifying Party from any Damages liability or claim asserted at a time beyond obligation hereunder except to the time limitation period imposed extent of any damage or liability caused by paragraph 6.6., belowor arising out of such delay. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding proceedings by a third party, the notice to the Indemnifying Party and, if applicable, the Escrow Agent shall specify, if known, the claimed amount or an estimate of the amount of the liability arising therefrom. Except as provided in Clause 6.4(d)Subject to Section 9.4(d) below, the Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to seeking indemnification hereunder without the prior written consent, consent of the Indemnifying Party (which shall not be unreasonably withheld or delayedwithheld), of the Indemnifying Party; provided, however, -------- ------- that if suit shall have been instituted against an Indemnified Party and unless the Indemnifying Party shall has not have taken control of the defense of such suit claim as provided in Clause 6.4 Section 9.4 of this Agreement, after notification thereof pursuant to this Section 9.3, in which case the Indemnified Party shall have the right to may settle or compromise such claim without the Indemnifying Party's consent.. (more)

Claims for Indemnification. Whenever any (i) If a claim shall arise for -------------------------- Losses (a “Claim”) is made by a Party entitled to indemnification under this CLAUSE SIXTH, the party seeking indemnification hereunder (the "“Indemnified Party"), shall promptly notify ”) against the party from whom Party obligated to provide indemnification is sought for such Claim hereunder (the "“Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim; provided, however, that Stockholder shall -------- ------- have no obligation to indemnify Company and/or Buyer and/or hold Company and/or Buyer harmless from any Damages or claim asserted at a time beyond the time limitation period imposed by paragraph 6.6., below. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party, the notice shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. Except as provided in Clause 6.4(d”), the Indemnified Party shall not settle will give written notice (a “Claim Notice”) to the Indemnifying Party and the Escrow Agent as soon as practicable after the Indemnified Party becomes aware of any fact, condition or compromise any claim by a third party event which may give rise to Losses for which it indemnification may be sought under this Section 8.2. The Claim Notice shall contain (A) a description and the amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, (B) a statement that the Indemnified Party is entitled to indemnification hereunder without the prior written consentunder Section 8.2(a) or Section 8.2(b), which shall not be unreasonably withheld or delayedas applicable, for such Losses and a reasonable explanation of the Indemnifying Party; providedbasis therefor, however, -------- ------- that if suit shall have been instituted against an and (C) a demand for payment in the amount of such Losses. The failure of any Indemnified Party and to give a timely Claim Notice to the Indemnifying Party shall under this Agreement will not have taken control of such suit as provided in Clause 6.4 of affect its rights to indemnification under this Agreement, except to the extent that the Indemnifying Party demonstrates actual damage caused by such failure. If the Seller or the Buyer, as applicable, fails to notify the Indemnified Party within sixty (60) days following receipt of a Claim Notice from such Indemnified Party that it disputes the Claim therein, the Claim set forth in the Claim Notice shall be conclusively deemed a liability to be indemnified under this Section 8.2, and the Indemnified Party shall have be indemnified for the right to settle or compromise amount of the Losses stated in such claim without the Indemnifying Party's consentClaim Notice on demand.

Claims for Indemnification. Whenever any claim shall arise for -------------------------- indemnification under this CLAUSE SIXTHhereunder, the party Party seeking indemnification (the "Indemnified Party"), ) shall promptly notify the party Party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim; provided, however, that Stockholder no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall -------- ------- have no obligation to indemnify Company and/or Buyer and/or hold Company and/or Buyer harmless relieve the Indemnifying Party from any Damages liability or claim asserted at a time beyond obligation hereunder except to the time limitation period imposed extent of any damage or liability caused by paragraph 6.6., belowor arising out of such delay. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding proceedings by a third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. Except as provided in Clause 6.4(d), the The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to seeking indemnification hereunder without the prior written consent, consent of the Indemnifying Party (which shall not be unreasonably withheld or delayedwithheld), of the Indemnifying Party; provided, however, -------- ------- that if suit shall have been instituted against an Indemnified Party and unless the Indemnifying Party shall not have taken control of the defense of such suit as provided in Clause claim or is not permitted to control the defense of such claim under Section 6.4 of this Agreement, after notification thereof pursuant to this Section 6.3, in which case the Indemnified Party shall have the right to may settle or compromise such claim without the Indemnifying Party's consent.

Claims for Indemnification. Whenever any claim shall arise for -------------------------- indemnification under this CLAUSE SIXTHArticle VI, the party seeking indemnification (the "“Indemnified Party"”), shall promptly notify the party from whom indemnification is sought in writing (the "“Indemnifying Party"”) of the claim within fourteen (14) days of the receipt of written notice of any such claim and, when known, the facts constituting the basis for such claim; provided, however, that Stockholder shall -------- ------- have no obligation to indemnify Company and/or Buyer and/or hold Company and/or Buyer harmless from any Damages or claim asserted at a time beyond the time limitation period imposed by paragraph 6.6., below(an “Indemnification Claim Notice”). In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding proceedings by a third party, the notice Indemnification Claim Notice shall specify, if known, the amount or an estimate of the amount of the liability arising therefromtherefrom and shall append all legal papers, notices and other documents received in connection therewith. Except as provided The delivery of the Indemnification Claim Notice by the Indemnified Party to the Indemnifying Party within such fourteen-day period shall not be a condition precedent to any liability of the Indemnifying Party under this Agreement, unless such Indemnifying Party has otherwise been prejudiced by the lack of or delay in Clause 6.4(d), the delivering such Indemnification Claim Notice. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consentconsent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayeddelayed if the settlement or judgment includes an unconditional release to the Indemnified Party from all liability with respect to such claim, of the Indemnifying Party; provided, however, -------- ------- that if suit shall have been instituted against an the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Clause 6.4 of this AgreementSection 6.5 hereof, the Indemnified Party shall have the right to settle or compromise such claim without upon giving reasonable and timely notice to the Indemnifying Party's consent, as provided in Section 6.5.

Claims for Indemnification. Whenever The representations, warranties, covenants and agreements of the Parties in this Agreement shall survive the Closing, and the representations and warranties of the Parties shall remain in full force and effect until the close of business on August 20, 2001 (the "CLAIMS PERIOD"); provided, however, that the representations and warranties set forth in Sections 3.1, 3.2, 3.3, 3.8, 3.9, 3.10, 3.12(a), 3.13, 3.14, 3.16, 3.17 and 3.32 shall survive until expiration of any claim shall arise applicable statute of limitations (including any extensions thereof) which would preclude assertion of claims for -------------------------- indemnification under matters existing on or prior to the date of this CLAUSE SIXTH, the party Agreement. The Party seeking indemnification (the "Indemnified PartyINDEMNIFIED PARTY"), ) shall promptly notify give the party Party from whom indemnification is sought (the "Indemnifying PartyINDEMNIFYING PARTY") a written notice ("NOTICE OF CLAIM") within sixty (60) days of the claim and, when known, discovery of any Indemnifiable Damage in respect of which the facts constituting the basis for such claimright to indemnification contained in this Article 8 may be claimed; provided, however, that Stockholder the failure to give such notice within such sixty (60) day period shall -------- ------- have no obligation to indemnify Company and/or Buyer and/or hold Company and/or Buyer harmless from any Damages not result in the waiver or claim asserted at a time beyond the time limitation period imposed by paragraph 6.6., below. In the event loss of any right to bring such claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third partyafter such period unless, and only to the extent that, the notice Indemnifying Party is actually prejudiced by such failure. Any Notice of Claim delivered to the Company shall specifyalso be delivered to the Escrow Agent. Any Notice of Claim shall set forth the representations, if knownwarranties, covenants and agreements with respect to which the claim is made, the amount or facts giving rise to an estimate of alleged basis for the claim and the amount of the liability arising therefrom. Except as provided in Clause 6.4(d), the Indemnified Party shall not settle asserted or compromise any claim anticipated to be asserted by a third party for which it is entitled to indemnification hereunder without the prior written consent, which shall not be unreasonably withheld or delayed, reason of the Indemnifying Party; provided, however, -------- ------- that if suit shall have been instituted against an Indemnified Party and the Indemnifying Party shall not have taken control of such suit as provided in Clause 6.4 of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim without the Indemnifying Party's consentclaim.

Claims for Indemnification. Whenever any claim shall arise for -------------------------- indemnification under this CLAUSE SIXTH, the party seeking indemnification (the "Indemnified Party"), shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim; providedPROVIDED, howeverHOWEVER, that Stockholder shall -------- ------- have no obligation to indemnify Company and/or Buyer and/or hold Company and/or Buyer harmless from any Damages or claim asserted at a time beyond the time limitation period imposed by paragraph 6.6., below. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party, the notice shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. Except as provided in Clause 6.4(d), the Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent, which shall not be unreasonably withheld or delayed, of the Indemnifying Party; providedPROVIDED, howeverHOWEVER, -------- ------- that if suit shall have been instituted against an Indemnified Party and the Indemnifying Party shall not have taken control of such suit as provided in Clause 6.4 of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim without the Indemnifying Party's consent.

Claims for Indemnification. Whenever any claim shall arise for -------------------------- indemnification under this CLAUSE SIXTHSection 10, Nichols or the party Welkin Sharxxxxxxxs, as the case may be, seeking indemnification (the "Indemnified Party"), shall promptly notify (the "Claim Notice") the party from for whom indemnification is sought hereunder (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim; provided. In the event such Claim Notice is sent by Nichols, however, that Stockholder Nichols shall -------- ------- have no obligation delixxx x xopx xx xxch Claim Notice to indemnify Company and/or Buyer and/or hold Company and/or Buyer harmless from any Damages or claim asserted at a time beyond the time limitation period imposed by paragraph 6.6., belowEscrow Agent. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding proceedings by a third thirty party, the notice shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. Except as provided in Clause 6.4(d), the The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent, which shall not be unreasonably withheld or delayed, of the Indemnifying Party; provided, however, -------- ------- that if suit shall have been instituted against an the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Clause 6.4 of this Agreementherein, the Indemnified Party shall have the right to settle or compromise such claim without upon giving notice to the Indemnifying Party as provided in Section 10.4. In the event that the Welkin Shareholders constitute the Indemnifying Party's consent, all notices and consents shall be given to, or by, the Representative, who shall have the power and authority to bind all of the Welkin Shareholders.

Claims for Indemnification. Whenever The representations, warranties, covenants and agreements in this Agreement shall survive the Closing subject to the limitations set forth herein and shall not be affected by any claim shall arise for -------------------------- indemnification under this CLAUSE SIXTH, investigation made by the parties hereto prior to the date hereof or the Effective Time. The party seeking indemnification (the "Indemnified PartyINDEMNIFIED PARTY")) or their representative, as the case may be, shall promptly notify give the party from whom indemnification is sought (the "Indemnifying PartyINDEMNIFYING PARTY") a written notice ("NOTICE OF CLAIM") within sixty (60) calendar days of the discovery of any loss, liability, claim and, when known, or expense in respect of which the facts constituting the basis for such claimright to indemnification contained in this Article 10 may be claimed; provided, however, that Stockholder the failure to give such notice within such sixty (60) calendar day period shall -------- ------- have no obligation not result in the waiver or loss of any right to indemnify Company and/or Buyer and/or hold Company and/or Buyer harmless from any Damages or bring such claim asserted at a time beyond hereunder after such period unless, and only to the time limitation period imposed extent that, the Indemnifying Party is actually prejudiced by paragraph 6.6., belowsuch failure. In the event of any such a claim for indemnification hereunder resulting from is pending or in connection with any claim threatened or legal proceeding by the Indemnified Party has a third party, reasonable belief as to the notice shall specify, if known, the amount or an estimate validity of the amount of the liability arising therefrom. Except as provided in Clause 6.4(d)basis for such claim, the Indemnified Party shall not settle or compromise any may give written notice (a "NOTICE OF POSSIBLE CLAIM") of such claim by a third party for which it is entitled to indemnification hereunder without the prior written consent, which shall not be unreasonably withheld or delayed, of the Indemnifying Party; provided, howeverregardless of whether a loss has arisen from such claim. After the Effective Time, -------- ------- all "general contingency" claims under Notices of Claim shall be resolved before the date of the first audit of financial statements containing combined operations for those items that if suit shall have been instituted against an Indemnified Party would be expected to be encountered in the audit process and before the Indemnifying Party shall not have taken control first anniversary of such suit as provided in Clause 6.4 of this Agreement, the Indemnified Party shall have Effective Time for other items. If the right to settle or compromise such claim without the Indemnifying Party's consent.Effective Time fails to

Claims for Indemnification. Whenever any claim shall arise for -------------------------- indemnification under this CLAUSE SIXTHArticle 7, Seller or the party Purchaser, as the case may be, seeking indemnification (the "Indemnified Party"), shall promptly notify in writing the party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim; provided, however, that Stockholder shall -------- ------- have no obligation to indemnify Company and/or Buyer and/or hold Company and/or Buyer harmless from any Damages or claim asserted at a time beyond the time limitation period imposed by paragraph 6.6., below(an "Indemnification Claim Notice"). In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding proceedings by a third party, the notice Indemnification Claim Notice shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. Except as provided in Clause 6.4(d), the 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 consentconsent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayedwithheld, of the Indemnifying Party; provided, however, -------- ------- that if suit shall have been instituted against an the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Clause 6.4 Section 7.4 of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim without upon giving reasonable and timely notice to the Indemnifying Party's consent, as provided in Section 7.4. In connection with any claim for indemnification hereunder, in order to be effective, such Indemnification Claim Notice must be given (i) in the cases of claims arising under Sections 7.1(a) and 7.2(a), within the survival period for each of such representations and warranties as set forth in Section 6.1 hereof; (ii) in the case of claims arising under Sections 7.1(b), 7.1(c), 7.1(g), 7.2(b) and 7.2(c), within two (2) years after the Closing Date (or such later date which is (x) not more than sixty (60) days following expiration of the period for performance of the covenants or obligations specified on Exhibit 7.3 hereto or (y) not more than four (4) years after the Closing Date for any claims arising from covenants or obligations which are not set forth on Exhibit 7.3 hereto but as to which the period of performance exceeds two (2) years; and (iii) in the case of claims arising under Section 7.1(d), 7.1(e), 7.1(f), 7.2(d) and 7.2(e), within the applicable statue of limitations for such claims.