Common use of Claims for Indemnification Clause in Contracts

Claims for Indemnification. 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 in this Section 6.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give notice). Within fourteen (14) 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 and, without limiting the Indemnifying Party's indemnification obligations, the Indemnifying Party shall reimburse the Indemnified Party for all reasonable and verifiable costs, including attorney fees, incurred by the Indemnified Party in defending itself within thirty (30) 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 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 status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Indemnifying 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.

Claims for Indemnification. A Person entitled to Whenever any claim for indemnification shall arise under this Article VI VIII, the party asserting such claim (an the "Indemnified Party") shall give prompt written notification to notify the Person from whom indemnification is sought other party (the "Indemnifying Party") of the commencement claim and, when known, the facts constituting the basis for such claim. In the event of any actionclaim for indemnification hereunder resulting from or in connection with legal proceedings by a third party, suit such notice shall also specify, if known, the amount or proceeding relating to a Third an estimate of the amount of the liability arising therefrom. If any lawsuit is filed or instituted against the Indemnified Party asserting any 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 in this Section 6.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only may be responsible hereunder, written notice thereof shall be given to the 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 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 and, without limiting the Indemnifying Party's indemnification obligations, as promptly as practicable; and if the Indemnifying Party shall reimburse the Indemnified Party for all reasonable and verifiable costs, including attorney fees, incurred by the Indemnified Party acknowledge in defending itself within thirty (30) 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 Indemnifying Party assumes control of such defense and the Indemnified Party in good faith concludes, based on advice from counsel, writing 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 and liable for the reasonable and verifiable fees payment of all costs, losses, liabilities, claims and expenses of counsel in connection with such lawsuit, then the Indemnifying Party shall be entitled, if the Indemnifying Party so elects (subject to the Indemnified Party's written consent which may be withheld by the Indemnified Party in connection therewith. The Party controlling such defense shall keep to the extent that the Indemnified Party's rights under any other Party advised contested matter or any aspect of the status Indemnified Party's ongoing business operations may be prejudiced materially by the Indemnified Party's lack of control over such lawsuit), to take control of the defense and investigation of such actionlawsuit and to employ and engage attorneys of its own choice to handle and defend the same, suitat the Indemnifying Party's cost, proceeding or claim risk and expense; and 37 44 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 actioncooperate in all reasonable respects, suit, proceeding or claim without the prior written consent of at the Indemnifying Party's cost, which shall not be unreasonably withheldrisk and expense, delayed or conditionedwith the Indemnifying Party and such attorneys in the investigation, trial and defense of such lawsuit and any appeal arising therefrom; provided, however, that the Indemnified Party may, at its own cost, participate in any such investigation, trial and defense of any such lawsuit and any appeal arising therefrom. The Unless authorized in the Indemnified Party's consent, the Indemnifying Party shall not agree consent to a settlement of, or the entry of any settlement of judgment arising from, any 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 theretolegal proceeding, 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 shall not be unreasonably withheld. If the Indemnifying Party does not assume the defense of any such claim or litigation resulting therefrom in accordance with the terms hereof, the Indemnified Party may defend against such claim or litigation in such manner as it may deem appropriate, including, without limitation, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate. If the Indemnifying Party seeks to question the manner in which the Indemnified Party defended such claim or litigation or the amount of or other nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend such claim in a reasonably prudent manner.

Claims for Indemnification. A Person entitled In the event of the occurrence of any event which any party asserts is an identifiable event pursuant to indemnification under this Article VI V, the party claiming indemnification (an the "Indemnified Party") shall give provide prompt written notification notice to the Person from whom party required to provide indemnification is sought (the "Indemnifying Party") of ), specifying in detail the commencement of any action, suit or proceeding relating facts and circumstances with respect to a Third Party such claim and the basis for which indemnification may be sought oris available hereunder, if earlier, upon the assertion of any such claim by a Third Party (it being understood and agreedprovided, however, that the failure to provide such notice shall only release the applicable Indemnifying Party from any of its obligations under this Article V to the extent such Indemnifying Party is prejudiced by an such failure. If such event involves the claim of any third party, and if the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Damages that may result from such third party claim, the Indemnifying Party shall have the right to give control the defense or settlement of such claim; provided, however, that (a) the Indemnified Party shall be entitled to participate in the defense of such claim at its own expense, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim if, pursuant to or as a result of such settlement, injunctive or other non-monetary relief would be imposed against the Indemnified Party, (c) the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, and shall assume all expense with respect to the defense or settlement of any claim to the extent such claim seeks an order, injunction or other equitable relief against the Indemnified Party which, if successful, could materially interfere with the business, operations, assets, condition (financial or otherwise) or prospects of the Indemnified Party, provided that the Indemnified Party shall provide written notice to the Indemnifying Party of its election to assume control over the defense of such claim pursuant to this Section 5.04(c), (d) if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party; provided, however, that in no event shall the ------- Indemnifying Party be liable for the expenses of more than one counsel in addition to local counsel and (e) if the Indemnifying Party is entitled but fails to assume control over the defense of a Third-Party claim as provided in this Section 6.3 shall not relieve 5.04, provided that the Damages associated with such claim are covered by the indemnity provisions of Sections 5.01, 5.02 and 5.03, the Indemnifying Party shall have the right to defend such claim, provided, further, that the Indemnified Party shall obtain the prior written approval of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually damaged (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim if, pursuant to or as a result of such failure to give notice). Within fourteen (14) days after delivery of such notificationsettlement, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such action, suit, proceeding injunctive 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 and, without limiting other non-monetary relief would be imposed against the Indemnifying Party's indemnification obligations, . In the Indemnifying Party shall reimburse the Indemnified Party for all reasonable and verifiable costs, including attorney fees, incurred by the Indemnified Party in defending itself within thirty (30) 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 Indemnifying Party assumes control of such defense and the Indemnified Party in good faith concludes, based on advice from counsel, event 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 obligated to indemnify the Indemnified Party in connection therewith. The an action solely for Damages pursuant to this Article V, the Indemnifying Party controlling such defense shall keep the other Party advised of the status shall, upon payment of such actionindemnity in full, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall not agree be subrogated to any settlement of such action, suit, proceeding or claim without the prior written consent of the Indemnifying 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 all rights of the Indemnified Party from all liability with respect theretoto the claim to which such indemnification relates. Any determination whether to seek indemnity from the Shareholders or how to prosecute any claims therefor (including, that imposes if necessary the institution and prosecution of litigation) and the settlement of any liability or obligation on claims, as well as the Indemnified Party or that acknowledges fault negotiation, response to and resolution of any claims for indemnification brought by the Indemnified Party without the prior written consent of the Indemnified PartyShareholders shall be determined by Rxxxxx X. Xxxxx and Exxxxx Xxxxxxx or their successors.

Claims for Indemnification. A Person entitled to indemnification Promptly after receipt by a Purchaser Indemnified Party under this Article VI (an "Indemnified Party") shall give prompt written notification to the Person from whom indemnification is sought (the "Indemnifying Party") Section 10 of notice of the threat or commencement of any actionAction, suit such Purchaser Indemnified Party shall, if a claim in respect thereof is to be made against the Company under this Section 10, promptly notify the Company in writing thereof, but the omission to notify the Company will not relieve the Company from any liability that it may have to any Purchaser Indemnified Party for contribution or proceeding relating otherwise under the indemnity agreement contained in this Section 10 to the extent the Company is not prejudiced as a Third result of such failure. In case any such Action is brought against any Purchaser Indemnified Party claim for which indemnification and such Purchaser Indemnified Party seeks or intends to seek indemnity from the Company, the Company shall be entitled to participate in and to assume the defense thereof with counsel reasonably satisfactory to such Purchaser Indemnified Party; provided, however, if the defendants in any such action include both the Purchaser Indemnified Party and the Company, and the Purchaser Indemnified Party shall have reasonably concluded, based on an opinion of counsel reasonably satisfactory to the Company, that there may be sought or, if earlier, upon a conflict of interest between the assertion positions of the Company and the Purchaser Indemnified Party in conducting the defense of any such claim Action or that there may be legal defenses available to it that are different from or additional to those available to the Company, the Purchaser Indemnified Party shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such Action. Upon receipt of notice from the Company to such Purchaser Indemnified Party of its election to assume the defense of such Action and approval by a Third the Purchaser Indemnified Party of the counsel, the Company shall not be liable to such Purchaser Indemnified Party under this Section 10 for any legal or other expenses subsequently incurred by such Purchaser Indemnified Party in connection with the defense thereof unless (i) the Purchaser Indemnified Party shall have employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the preceding sentence (it being understood and agreedunderstood, however, that the failure by an Indemnified Party to give notice of a Third-Party claim as provided in this Section 6.3 Company shall not relieve be liable for the Indemnifying Party expenses of its indemnification obligation under this Agreement except and only more than one separate counsel, reasonably satisfactory to the 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 notificationCompany, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control representing all of the defense of Purchaser Indemnified Parties who are parties to such action, suit, proceeding Action) or claim with (ii) the Company shall not have employed counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party does not assume control of such defense, the Purchaser Indemnified Party shall control such defense and, without limiting to represent the Indemnifying Party's indemnification obligations, the Indemnifying Party shall reimburse the Purchaser Indemnified Party for all within a reasonable and verifiable coststime after notice of commencement of Action, including attorney fees, incurred by the Indemnified Party in defending itself within thirty (30) days after receipt each 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 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 which cases the reasonable and verifiable fees and expenses of counsel to shall be at the Indemnified Party expense of the Company. In no event shall the Company be liable in connection therewithrespect of any amounts paid in settlement of any Action unless the Company shall have approved in writing the terms of such settlement; provided that such consent shall not be unreasonably withheld or delayed. The Party controlling such defense Company shall keep the other Party advised of the status of such actionnot, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Indemnifying Purchaser Indemnified Party, which shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not agree to effect any settlement of such action, suit, any pending or threatened proceeding or claim or consent to any judgment in respect thereof that does not include of which any Purchaser Indemnified Party is or could have been a complete party and unconditional release of the indemnification could have been sought hereunder by such Purchaser Indemnified Party from all liability with respect thereto, on claims that imposes any liability or obligation on are the Indemnified Party or that acknowledges fault by the Indemnified Party without the prior written consent subject matter of the Indemnified Partysuch proceeding.

Claims for Indemnification. A Person entitled In the event any party asserts the occurrence of an indemnifiable event pursuant to this Section 8, the party claiming indemnification under this Article VI (an the "Indemnified Party") shall give provide prompt written notification notice to the Person from whom party required to provide indemnification is sought (the "Indemnifying Party") of ), specifying in reasonable detail the commencement of any action, suit or proceeding relating facts and circumstances with respect to a Third Party such claim and the basis for which indemnification may be sought or, if earlier, upon is available hereunder. If such event involves the assertion claim of any third party, the Indemnifying Party shall have the right to control the defense or settlement of such claim by a Third Party (it being understood and agreedclaim; provided, however, that (a) the failure by an Indemnified Party shall be entitled to give participate in the defense of such claim at its own expense, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into any settlement of such claim if, pursuant to or as a result of such settlement, injunctive or other non-monetary relief would be imposed against the Indemnified Party, (c) the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, and shall assume all expense with respect to the defense or settlement of any claim to the extent such claim seeks an order, injunction or other equitable relief against the Indemnified Party which, if successful, could materially interfere with the business, operations, assets, condition (financial or otherwise) or prospects of the Indemnified Party, provided that the Indemnified Party shall provide written notice to the Indemnifying Party of its election to assume control over the defense of such claim pursuant to this Section 8.04(c), and (d) if the Indemnifying Party is entitled but fails to assume control over the defense of a Third-Party claim as provided in this Section 6.3 shall not relieve 8.04, provided that the Indemnifying Party Damages associated with such claim are covered by the indemnity provisions 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 fourteen (14) 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 Section 8.02 or claim with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party does not assume control of such defense8.03, the Indemnified Party shall control have the right to defend such defense and, without limiting the Indemnifying Party's indemnification obligations, the Indemnifying Party shall reimburse the Indemnified Party for all reasonable and verifiable costs, including attorney fees, incurred by the Indemnified Party in defending itself within thirty (30) 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 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 status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Indemnifying 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.

Claims for Indemnification. A Person entitled (a) Subject to Section 5.1, whenever any claim arises for indemnification under this Article VI hereunder the party seeking indemnification (an "the “Indemnified Party") shall give prompt written notification to ”), will promptly notify the Person party from whom indemnification is sought (the "“Indemnifying Party"”) of the commencement of claim and, when known, the facts constituting the basis for such claim. In the event that the Stockholders are seeking indemnification as the Indemnified Party hereunder, or indemnification is sought against the Stockholders as an Indemnifying Party hereunder, then in either such case, the Stockholders’ Representative shall be entitled to act on behalf of, and receive notice on behalf of, the Stockholders for any action, suit or proceeding relating to a Third Party claim for which indemnification may be sought or, if earlier, upon and all purposes stated therein. In the assertion case of any such claim by for indemnification hereunder resulting from or in connection with any claim or legal proceedings of a third party (a “Third Party (it Claim”), the notice to the Indemnifying Party will specify with reasonable specificity, if known, the basis under which the right to indemnification is being understood asserted and agreedthe 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 Indemnifying Party, and the cost of such defense shall be borne by the Indemnifying Party, except that the Indemnified Party shall have the right to participate in such defense at its own expense; provided, however, that the failure by an Indemnifying Party must first acknowledge that the claim is a bona fide indemnification claim under this Agreement. The Indemnified Party shall cooperate in all reasonable respects in the investigation, trial and defense of any such claim, including making personnel, books, and records relevant to give notice of a Third-Party the claim as provided in this Section 6.3 shall not relieve available to 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 fourteen (14) 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 actionwithout charge, suit, proceeding or claim with counsel reasonably satisfactory to the Indemnified Partyexcept for reasonable out-of-pocket expenses. 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 verifiable costs, including attorney fees, incurred by the Indemnified Party in defending itself fails to take action within thirty (30) 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 thatas set forth above, if the Indemnifying Party assumes control of such defense and then the Indemnified Party in good faith concludesshall have the right to pay, based compromise or defend any Third Party Claim and to assert the amount of any payment on advice from counsel, that the Indemnifying Third Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, the Indemnifying Party shall be responsible for Claim plus 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 or settlement of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect theretoclaim. The Indemnified Party shall not agree also have the right and upon delivery of advance written notice to such effect to the Indemnifying Party, exercisable in good faith, to take such action as may be reasonably necessary to avoid a default prior to the assumption of the defense of the Third Party Claim by the Indemnifying Party, and any settlement of such actionreasonable expenses incurred by Indemnified Party so acting shall be paid by the Indemnifying Party. Except as otherwise provided herein, suitthe Indemnified Party will not, proceeding except at its own cost and expense, settle or claim compromise any Third Party Claim for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which shall will 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 parties intend 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 Partyindemnification claims be made as promptly as practicable.

Claims for Indemnification. (a) A Person entitled to party seeking indemnification under this Article VI hereunder (an the "Indemnified PartyIndemnitee") shall give prompt written notification to the Person party from whom which indemnification is sought (the "Indemnifying PartyIndemnitor") written notice (a "Claim Notice") of any claim which is subject to the commencement indemnity obligations set forth in this Agreement, with sufficient promptness so as not to prejudice the Indemnitor's interests in respect 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 agreedany obligation of indemnity arising therefrom. The Claim Notice shall set forth, howeverto the best of the Indemnitee's knowledge, that all facts and other information with respect to the claim, including without limitation the anticipated amount of Losses or reasonable estimate thereof. The failure by an Indemnified Party to give prompt notice of a Third-Party claim as provided in this Section 6.3 shall not relieve affect the Indemnifying Party rights of its indemnification obligation under this Agreement the Indemnitee to indemnity hereunder, except and only to the 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, either shall have materially prejudiced the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of Indemnitor in the defense of such action, suit, proceeding claim or claim with counsel reasonably satisfactory 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 delivering written notice of such objection to the Indemnified PartyIndemnitee within ten (10) days after receipt of the applicable Claim Notice. If the Indemnifying Party Indemnitor does not timely object to a Claim Notice in accordance with paragraph (b) of this Section 7.4, the Indemnitor shall, within fifteen (15) days after receipt of the Claim Notice, either (i) pay the amount of the claim set forth in the Claim Notice, if a monetary amount is involved, in accordance with this Section 7, or (ii) if a claim of a third party is involved, have the right to assume the defense of such claim; provided, however, that, if the amount of the claim exceeds the amount of the Indemnitor's obligation to indemnify the Indemnitee hereunder, the Indemnitee may elect to control the defense of such claim. Subject to the preceding sentence, 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 and, provided further, that if the Indemnitee shall have elected to retain control of such defense, the Indemnified Party 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. 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. So long as the Indemnitor is conducting the defense and, without limiting the Indemnifying Party's indemnification obligations, the Indemnifying Party shall reimburse the Indemnified Party for all reasonable and verifiable costs, including attorney fees, incurred by the Indemnified Party in defending itself within thirty (30) days after receipt of any invoice therefor from third party claim in accordance with this Section 7.4(a), (i) the Indemnified Party. The Party not controlling such defense Indemnitee may participate therein retain separate co-counsel at its own expense; provided thatsole cost and expense and participate in the defense of the third party claim, if (ii) the Indemnifying Party assumes control Indemnitee will not consent to the entry 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 any judgment or enter into any settlement 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 status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or third party claim without the prior written consent of the Indemnifying Party, which shall Indemnitor (such consent not to be unreasonably withheld, delayed withheld unreasonably) and (iii) the Indemnitor will not consent to the entry of any judgment or conditioned. The Indemnifying Party shall not agree to enter into 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 to the Indemnified Party or that acknowledges fault by the Indemnified Party third party claim without the prior written consent of the Indemnified Party.Indemnitee (such consent not to be withheld unreasonably and such consent not to be withheld at all if the judgment or settlement contains a full release reasonably satisfactory to the Indemnitee). If the Indemnitee has elected to conduct the defense of a third party claim because the claim is for more than the Indemnitor's obligation hereunder, (i) the indemnitor may retain separate co-counsel at its sole cost and expense and participate in the defense of the third party claim and (ii) neither the Indemnitor nor the Indemnitee will 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 other party (such consent not to be withheld unreasonably); and

Claims for Indemnification. A Person entitled 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 investigation made by the parties hereto prior to the date hereof or the Closing Date. The party seeking indemnification under this Article VI (an the "Indemnified Party") shall give prompt written notification to the Person party from whom indemnification is sought (the "Indemnifying Party") a written notice ("Notice of Claim") within sixty (60) days of the commencement discovery of any action, suit or proceeding relating Cost in respect of which the right to a Third Party claim for which indemnification contained in this Article 8 may be sought orclaimed; PROVIDED, if earlier, upon the assertion of any such claim by a Third Party (it being understood and agreed, howeverHOWEVER, that the failure by an Indemnified Party to give such notice of a Third-Party claim as provided in this Section 6.3 within such sixty (60) day period shall not relieve result in the Indemnifying Party waiver or loss of its indemnification obligation under this Agreement except any right to bring such claim hereunder after such period unless, and only to the extent that such that, the Indemnifying Party is actually damaged as prejudiced by such failure. A party shall have no liability under this Article 8 for a result breach of such failure to give notice). Within fourteen (14) days after delivery any representation or warranty unless a Notice 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 and, without limiting the Indemnifying Party's indemnification obligations, the Indemnifying Party shall reimburse the Indemnified Party for all reasonable and verifiable costs, including attorney fees, incurred Claim therefor is delivered by the Indemnified Party in defending itself within thirty prior to the date that is twelve (3012) days months after receipt the Closing Date. Any Notice of any invoice therefor from Claim shall set forth the Indemnified Party. The Party not controlling such defense may participate therein at its own expense; provided thatrepresentations, if the Indemnifying Party assumes control of such defense warranties, covenants and the Indemnified Party in good faith concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests agreements with respect to such action, suit, proceeding or claimwhich the claim is made, the Indemnifying Party shall be responsible specific facts giving rise to an alleged basis 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 status of such action, suit, proceeding or claim and the defense thereof amount of Cost asserted or anticipated to be asserted by reason of the claim. For purposes of this Agreement, (a) a Notice of Claim given to the Majority Selling Group Representative shall be deemed to be given to all of the Majority Company Shareholders, (b) a Notice of Claim given to the Minority Company Shareholders shall be deemed given to all of the Minority Company Shareholders, (c) a Notice of Claim given to both the Minority Selling Group Representative and the Minority Selling Group Representative shall consider recommendations made by be deemed given to all the other Party with respect thereto. The Indemnified Party shall not agree members of the Selling Group and (d) a Notice of Claim given to any settlement of Purchaser, Vidor or Newco shall be deemed given to all such actionentities, suit, proceeding and may be given by either Selling Group Representative or claim without the prior written consent of the Indemnifying 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 PartyCompany.

Claims for Indemnification. A Person entitled to Whenever any claim will arise for indemnification under this Article VI hereunder, the party seeking indemnification (an the "Indemnified Party") shall give prompt written notification to will promptly notify the Person party from whom indemnification is sought (the "Indemnifying Party") of the commencement claim and, when known, all of any action, suit or proceeding relating the facts constituting the basis for such claim. The failure so to a Third notify the Indemnifying 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 in this Section 6.3 shall will not relieve the Indemnifying Party of its any liability that it may have to the Indemnified Party except to the extent the Indemnifying Party demonstrates that the defense of such action is prejudiced thereby. In the case of any such claim for indemnification obligation under this Agreement except and only hereunder resulting from or in connection with any claim or legal proceedings of a third party (a "Proceeding"), the Indemnifying Party will be entitled to participate in such legal proceedings and, to the extent that such it will wish (unless the Indemnifying Party is actually damaged as also a result of party to such failure to give notice). Within fourteen (14) days after delivery of such notification, Proceeding and the Indemnified Party determines in good faith that joint representation would be inappropriate or the Indemnifying Party may, upon written notice thereof fails to provide reasonable assurance to the Indemnified PartyParty of its financial capacity to defend such Proceeding and provide indemnification with respect thereto), assume to control of the defense of such action, suit, proceeding or claim thereof with counsel reasonably satisfactory to the Indemnified Party. If the Party and, after notice from Indemnifying Party does not assume control of such defense, to the Indemnified Party shall of its election so to control such the defense and, without limiting the Indemnifying Party's indemnification obligationsthereof, the Indemnifying Party shall reimburse the will not be liable to such Indemnified Party under this Section for all reasonable and verifiable costsany fees of other counsel or any other expenses with respect to the defense of such Proceeding, including attorney fees, in each case subsequently incurred by the Indemnified Party in defending itself connection with the defense thereof, other than reasonable costs of investigation. If an Indemnifying Party controls the defense of such a Proceeding, (i) no compromise or settlement thereof may be effected by the Indemnifying Party without the Indemnified Party's consent unless (A) there is no finding or admission of any violation of Law or any violation of the rights of any person and no effect on any other claims that may be made against the Indemnified Party and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party and (ii) the Indemnifying Party will have no liability with respect to any compromise or settlement thereof effected without its consent. If notice is given to an Indemnifying Party of the commencement of any Proceeding and it does not, within thirty twenty (3020) days after receipt the Indemnified Party's notice is given, give notice to the Indemnified Party of its election to assume the defense thereof, the Indemnifying Party will be bound by any invoice therefor from determination made in such action or any compromise or settlement thereof effected by the Indemnified Party. The Party not controlling such defense may participate therein at its own expense; provided thatNotwithstanding the foregoing, if the Indemnifying Party assumes control of such defense and the an Indemnified Party determines in good faith concludesthat there is a reasonable probability that a Proceeding may adversely effect it or its affiliates other than as a result of monetary damages, based on advice from counselor the Proceeding involves Taxes, that the Indemnifying Party and the such Indemnified Party have conflicting interests with respect may, by notice 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 status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party, assume the exclusive right to defend, compromise or settle such Proceeding, but the Indemnifying Party will not be bound by any determination of a Proceeding so defended or any compromise or settlement thereof effected without its consent (which shall will not be unreasonably withheld, delayed or conditioned). The Indemnifying Party remedies provided herein shall be cumulative and shall not agree to preclude assertion by any settlement party of such action, suit, proceeding any rights or claim or consent to the seeking of 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 other remedies against any liability or obligation on the Indemnified Party or that acknowledges fault by the Indemnified Party without the prior written consent of the Indemnified Partyother party.

Claims for Indemnification. (a) THIRD-PARTY CLAIMS. A Person entitled Party entitled, or seeking to assert rights, to indemnification under this Article VI IV (an "Indemnified PartyINDEMNIFIED PARTY") shall give prompt written notification to the Person Party from whom indemnification is sought (the "Indemnifying PartyINDEMNIFYING PARTY") of the commencement of any action, suit or proceeding relating to a Third Party third-party claim for which indemnification pursuant to this Article IV 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 in this Section 6.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give notice)sought. Within fourteen (14) 15 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, suit or proceeding or claim with counsel reasonably satisfactory to the Indemnified Party, provided that (i) the Indemnifying Party may only assume control of such defense if it acknowledges in writing to the Indemnified Party that any damages, fines, costs or other liabilities that may be assessed against the Indemnified Party in connection with such action, suit or proceeding constitute Damages for which the Indemnified Party shall be entitled to indemnification pursuant to this Article IV; and (ii) the Indemnifying Party may not assume control of the defense of a suit or proceeding in which equitable relief is sought against the 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 verifiable costs, including attorney fees, incurred by the Indemnified Party in defending itself within thirty (30) days after receipt of any invoice therefor from the Indemnified Partydefense. The Party or Parties not controlling such defense may participate therein at its or their own expense; provided that, that if the Indemnifying Party assumes control of such defense and the Indemnified Party in good faith concludes, based on advice from counsel, reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding suit or claimproceeding, the Indemnifying Party shall be responsible for the reasonable and verifiable fees and expenses of counsel to the Indemnified Party in connection therewithshall be considered "Damages" for purposes of this Agreement. The Party or Parties controlling such defense shall keep the other Party or Parties advised of the status of such action, suit, suit or proceeding or claim and the defense thereof and of significant decisions to be made in connection therewith and shall consider in good faith all recommendations made by the other Party or Parties with respect thereto. Each Party, at its own cost and expense, shall furnish the Party controlling the defense of any action, suit or proceeding pursuant to this Section 4.3(a) such information as such Party may have with respect to such action, suit or proceeding (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Party controlling the defense of such action, suit or proceeding pursuant to this Section 4.3(a) in the defense of such action, suit or proceeding. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any such action, suit or proceeding without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld or delayed; provided that the consent of the Indemnified Party shall not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or judgment and such settlement or judgment has no other adverse effect on the Indemnified Party. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such action, suit, suit or proceeding or claim without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, delayed withheld or conditioned. The delayed; provided that if the Indemnifying Party shall does not agree to any settlement assume the defense of such action, suitsuit or proceeding pursuant to this Section 4.3(a), 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 theretoshall be entitled to agree to a settlement of, that imposes or the entry of any liability judgment arising from, such action, suit or obligation proceeding, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party or that acknowledges fault by the Indemnified Party without the prior written consent of the Indemnified Partymay deem appropriate.

Claims for Indemnification. A Person entitled to (a) Whenever any claim is made for indemnification (a “Claim”) under this Article VI XI, the party making such Claim (an "Indemnified Party"the “Claimant”) shall give prompt written notification to will promptly notify in writing the Person from party against whom indemnification is sought (the "“Indemnifying Party"”) after the Claimant has actual knowledge of the commencement event or events giving rise to such Claim. Any notice of any action, suit or proceeding relating Claim (a “Claim Notice”) will state in reasonable detail the basis for the Claim to a Third Party claim the extent then known by the Claimant and the nature of the loss for which indemnification may be sought oris sought, and it will state the amount of the loss claimed, if earlier, upon known. If such Claim Notice states the assertion amount of any such claim by a Third Party (it being understood the loss and agreed, however, that the failure by an Indemnified Party to give notice of a Third-Party claim as provided in this Section 6.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only (i) notifies the Claimant that they do not dispute the Claim described in such Claim Notice or (ii) fails to the 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 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 and, without limiting the Indemnifying Party's indemnification obligations, the Indemnifying Party shall reimburse the Indemnified Party for all reasonable and verifiable costs, including attorney fees, incurred by the Indemnified Party notify Claimant in defending itself writing within thirty (30) days after receipt delivery of any invoice therefor from a Claim Notice that it disputes the Indemnified Party. The Party not controlling Claim described in such defense may participate therein at its own expense; provided thatClaim Notice (a “Dispute Notice”), if the loss in the amount specified in such Claim Notice will be admitted by the Indemnifying Party assumes control (an “Admitted Claim”), and the Indemnifying Party will pay the amount of such defense and loss to the Indemnified Claimant. If the Indemnifying Party in good faith concludeshas timely disputed their liability with respect to a Claim Notice stating the amount of the loss claimed, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect Claimant will proceed in good faith 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 status negotiate a resolution of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect theretodispute. The Indemnified Party shall If a Claim has not agree to any settlement of such action, suit, proceeding or claim without the prior written consent been resolved within thirty (30) days after delivery of the Indemnifying Party’s Dispute Notice, which shall the Claimant may seek judicial recourse. If a Claim does not state the amount of the loss claimed, such omission will not preclude Claimant from recovering from the Indemnifying Party the amount of the loss 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 XI, the Claimant will not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not agree required to provide any settlement of such action, suit, proceeding or claim or consent notice except as provided in this Section 11.3(a) (subject to any judgment the limitations set forth 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 PartySection 11.5).

Claims for Indemnification. A Person person entitled to indemnification under this Article VI Section 7.1 (an "“Indemnified Party"”) shall give prompt written notification to the Person 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 Thirdthird-Party party claim as provided in this Section 6.3 7.1(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 fourteen thirty (1430) 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 and, without limiting the Indemnifying Party's indemnification obligations, the Indemnifying Party shall reimburse the Indemnified Party for all reasonable and verifiable costs, including attorney fees, incurred by the Indemnified Party in defending itself within thirty (30) days after receipt of any invoice therefor from the Indemnified Partydefense. The Party not controlling such defense may participate therein at its own expense; provided that, if the Indemnifying Party assumes control of such defense and the Indemnified Party in good faith reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party *CONFINDENTIAL TREATMENT REQUESTED 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 solely in connection therewith; provided, however, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one counsel for all Indemnified Parties. The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Indemnifying 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, thereto or 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.

Claims for Indemnification. A Person entitled to indemnification under this Article VI Any party hereto (an individually -------------------------- or with others, collectively, the "Indemnified PartyIndemnitee") shall give prompt written notification to the Person from whom indemnification is sought Principal Stockholder or Tetra Tech, as the case may be (the "Indemnifying PartyIndemnitor"), written notice (the "Claim Notice") of any claim (including the receipt of any demand) or the commencement of any actionaction with respect to which indemnity may be sought by the Indemnitee (individually, suit a "Claim" and collectively, "Claims"); provided, -------- however, that if the Indemnitee fails to give such Claim Notice prior to the ------- expiration of the General Liability Period or proceeding relating the Tax Liability Period, as applicable, all rights of the Indemnitee to assert any such Claims for a Third Party claim Tetra Tech Purchase Agreement Breach or Stockholder Purchase Agreement Breach, as the case may be, shall terminate and be forever waived. The Claim Notice shall state (i) the aggregate amount of Tetra Tech's Recoverable Losses or the Stockholders' Recoverable Losses (in either case, "Recoverable Losses") as to which indemnification is being sought (which amount may be estimated and updated from time to time); (ii) the components of the amount of Recoverable Losses for which indemnification is being sought (which components may be sought orestimated and updated from time to time); and (iii) the specific grounds upon which the Claim for indemnification is being made. The right of the Indemnitee to indemnification for a Claim shall be deemed to be accepted by the Indemnitor unless, if earlierwithin 30 days after the Indemnitor's receipt of the Claim Notice, upon the assertion of any such claim by a Third Party (Indemnitor shall notify the Indemnitee in writing that it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a Third-Party claim as provided in this Section 6.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only objects to the 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 Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control right of the defense of such action, suit, proceeding or claim with counsel reasonably satisfactory Indemnitee to the 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 verifiable costs, including attorney fees, incurred by the Indemnified Party in defending itself within thirty (30) 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 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 status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Indemnifying 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 PartyClaim.

Claims for Indemnification. (a) THIRD-PARTY CLAIMS. All claims for indemnification made under this Agreement resulting from, related to or arising out of a claim made by a Third-Party against an Indemnified Party (as defined below) shall be made in accordance with the following procedures. A Person person entitled to indemnification under this Article VI VII (an "Indemnified PartyINDEMNIFIED PARTY") shall give prompt written notification to the Person person from whom indemnification is sought (the "Indemnifying PartyINDEMNIFYING PARTY") of the commencement of any action, suit or proceeding relating to a Third claim by a Third-Party claim (a "THIRD-PARTY CLAIM") for which indemnification may be sought or, if earlier, upon the assertion of any such claim by a Third Party Third-Party. Such notification shall include a description in reasonable detail (it being understood and agreed, however, that to the failure extent known by an the Indemnified Party to give notice Party) of a the facts constituting the basis for such Third-Party claim as provided in this Section 6.3 shall not relieve Claim and the Indemnifying Party amount 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)Damages claimed. Within fourteen thirty (1430) 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 PartyThird-Party Claim. 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 verifiable costs, including attorney fees, incurred by the Indemnified Party in defending itself within thirty (30) days after receipt of any invoice therefor from the Indemnified Partydefense. The Party party not controlling such defense may participate therein at its own expense; provided that, that if the Indemnifying Party assumes control of such defense and the Indemnified Party in good faith 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 claimThird-Party Claim, the Indemnifying Party shall be responsible for the reasonable and verifiable fees and expenses of counsel to the Indemnified Party solely in connection therewiththerewith shall be considered "Damages" for purposes of this Agreement; -45- PROVIDED, HOWEVER, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one counsel for all Indemnified Parties. The Party controlling such defense shall keep the other Party Parties advised of the status of such action, suit, proceeding or claim Third-Party Claim and the defense thereof and shall consider recommendations made by the other Party Parties with respect thereto. The Unless and until an Indemnified Party has waived its claim for indemnification under this Article VII with respect to a Third-Party Claim, the Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim Third-Party Claim without the prior written consent of the Indemnifying Party, which shall will 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 Third-Party Claim that does not include a complete and unconditional release of the Indemnified Party from all liability with respect thereto, thereto or that imposes any liability or obligation on the Indemnified Party or that acknowledges fault by restricts any of the Indemnified Party rights purported to be transferred pursuant to this Agreement without the prior written consent of the Indemnified Party, which consent will not be unreasonably withheld.

Claims for Indemnification. (a) A Person entitled Party entitled, or seeking to assert rights, to indemnification under this Article VI IV (which, in the case of a claim by the Principal Stockholders, shall be deemed, solely for the purposes of this Section 4.3, to be the Stockholder Representative) (an "Indemnified PartyINDEMNIFIED PARTY") shall give prompt written notification to the Person Party from whom indemnification is sought (which, in the case of a claim by the Buyer, shall be deemed, solely for the purposes of this Section 4.3, to be the Stockholder Representative) (the "Indemnifying PartyINDEMNIFYING PARTY") of the commencement of any action, suit or proceeding relating to a Third Party third-party claim for which indemnification pursuant to this Article IV 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 in this Section 6.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give notice)sought. Within fourteen (14) 15 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, suit or proceeding or claim with counsel reasonably satisfactory to the Indemnified Party, provided that (i) the Indemnifying Party may only assume control of such defense if it acknowledges in writing to the Indemnified Party that any damages, fines, costs or other liabilities that may be assessed against the Indemnified Party in connection with such action, suit or proceeding constitute Damages for which the Indemnified Party shall be entitled to indemnification pursuant to this Article IV, (ii) the Indemnifying Party may not assume control of the defense of a suit or proceeding in which equitable relief is sought against the Indemnified Party and (iii) the Indemnifying Party may not assume control of the defense of a suit or proceeding in which the amount of Damages sought exceeds the maximum amount recoverable by the Indemnified Party from the Indemnifying Party pursuant to the limitations contained in Section 4.6(a) or 4.6(d) by more than 125%. 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 verifiable costs, including attorney fees, incurred by the Indemnified Party in defending itself within thirty (30) days after receipt of any invoice therefor from the Indemnified Partydefense. The Party or Parties not controlling such defense may participate therein at its or their own expense; provided that, that if the Indemnifying Party assumes control of such defense and the Indemnified Party in good faith concludes, based on advice from counsel, reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such action, suit, proceeding suit or claimproceeding, the Indemnifying Party shall be responsible for the reasonable and verifiable fees and expenses of one counsel to the Indemnified Party in connection therewitheach jurisdiction shall be considered "Damages" for purposes of this Agreement. The Party or Parties controlling such defense shall keep the other Party or Parties advised of the status of such action, suit, suit or proceeding or claim and the defense thereof and shall consider in good faith recommendations made by the other Party or Parties with respect thereto. The non-controlling party shall furnish the controlling party with such information as it may have with respect to such action, suit or proceeding (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the controlling party in the defense of such action, suit or proceeding. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, such action, suit, suit or proceeding or claim without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, delayed withheld or conditioneddelayed. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, such action, suit, suit or 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 shall not be unreasonably withheld or delayed.

Claims for Indemnification. A Person entitled In the event of the occurrence -------------------------- of any event which any party asserts is an indemnifiable event pursuant to indemnification under this Article VI VII, the party claiming indemnification (an the "Indemnified Party") shall give provide prompt written notification notice to the Person from whom party required to provide indemnification is sought (the "Indemnifying Party") of ), specifying in detail the commencement of any action, suit or proceeding relating facts and circumstances with respect to a Third Party such claim and the basis for which indemnification may be sought or, if earlier, upon is available hereunder. If such event involves the assertion claim of any third party, the Indemnifying Party shall have the right to control the defense or settlement of such claim by a Third Party (it being understood and agreedclaim; provided, however, that (a) the failure by an Indemnified Party shall be entitled to give participate in the defense of such claim at its own expense, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim if, pursuant to or as a result of such settlement, injunctive or other non-monetary relief would be imposed against the Indemnified Party, (c) the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, and shall assume all expense with respect to the defense or settlement of any claim to the extent such claim seeks an order, injunction or other equitable relief against the Indemnified Party which, if successful, could materially interfere with the business, operations, assets, condition (financial or otherwise) or prospects of the Indemnified Party, provided that the Indemnified Party shall provide written notice to the Indemnifying Party of its election to assume control over the defense of such claim pursuant to this Section 7.04, and (d) if the Indemnifying Party is entitled but fails to assume control over the defense of a Third-Party claim as provided in this Section 6.3 7.04, provided that the Damages associated with such claim are covered by the indemnity provisions of Section 7.01 or 7.02, the Indemnified Party shall not relieve have the right to defend such claim, provided, further, that the Indemnified Party shall obtain the prior written approval of the Indemnifying Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of its indemnification obligation under this Agreement except and only such claim if, pursuant to the extent that such Indemnifying Party is actually damaged or as a result of such failure to give notice). Within fourteen (14) days after delivery of such notificationsettlement, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such action, suit, proceeding injunctive 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 and, without limiting other non-monetary relief would be imposed against the Indemnifying Party's indemnification obligations, . In the Indemnifying Party shall reimburse the Indemnified Party for all reasonable and verifiable costs, including attorney fees, incurred by the Indemnified Party in defending itself within thirty (30) 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 Indemnifying Party assumes control of such defense and the Indemnified Party in good faith concludes, based on advice from counsel, event 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 obligated to indemnify the Indemnified Party in connection therewith. The pursuant to this Article VII, the Indemnifying Party controlling such defense shall keep the other Party advised of the status shall, upon payment of such actionindemnity in full, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall not agree be subrogated to any settlement of such action, suit, proceeding or claim without the prior written consent of the Indemnifying 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 all rights of the Indemnified Party from all liability with respect thereto, that imposes any liability or obligation on to the Indemnified Party or that acknowledges fault by the Indemnified Party without the prior written consent of the Indemnified Partyclaim to which such indemnification relates.

Claims for Indemnification. A Person entitled In the event of the -------------------------- occurrence of any event which any party asserts is an indemnifiable event pursuant to indemnification under this Article VI VI, the party claiming indemnification (an the "Indemnified Party") shall give provide prompt written notification notice to the Person from whom indemnification is sought indemnifying party (the "Indemnifying Party") of ), specifying in detail the commencement of any action, suit or proceeding relating facts and circumstances with respect to a Third Party such claim and the basis for which indemnification may be sought or, if earlier, upon is available hereunder. If such event involves the assertion claim of any third party the Indemnifying Party shall have the right to control the defense or settlement of such claim by a Third Party (it being understood and agreedclaim, provided, however, that (a) the failure by an Indemnified Party shall be entitled to give participate in the defense of such claim at its own expense, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim if, pursuant to or as a result of such settlement, injunctive or other non-monetary relief would be imposed against the Indemnified Party, (c) the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, and shall assume all expense with respect to the defense or settlement of any claim to the extent such claim seeks an order, injunction or other equitable relief against the Indemnified Party which, if successful, could materially interfere with the business, operations, assets or condition (financial or otherwise) of the Indemnified Party, provided that the Indemnified Party shall provide written notice to the Indemnifying Party of its election to assume control over the defense of such claim pursuant to this Section 6.04, and (d) if the Indemnifying Party is entitled but fails to assume control over the defense of a Third-Party claim as provided in this Section 6.3 6.04, provided that the Damages associated with such claim are covered by the indemnity provisions of Section 6.02 or 6.03 (as applicable), the Indemnified Party shall not relieve have the right to defend such claim, provided further that the Indemnified Party shall obtain the prior written approval of the Indemnifying Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of its indemnification obligation under this Agreement except and only such claim if, pursuant to the extent that such Indemnifying Party is actually damaged or as a result of such failure to give notice). Within fourteen (14) days after delivery of such notificationsettlement, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such action, suit, proceeding injunctive 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 and, without limiting other non-monetary relief would be imposed against the Indemnifying Party's indemnification obligations, . In the Indemnifying Party shall reimburse the Indemnified Party for all reasonable and verifiable costs, including attorney fees, incurred by the Indemnified Party in defending itself within thirty (30) 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 Indemnifying Party assumes control of such defense and the Indemnified Party in good faith concludes, based on advice from counsel, event 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 obligated to indemnify the Indemnified Party in connection therewith. The pursuant to this Article VI, the Indemnifying Party controlling such defense shall keep the other Party advised of the status shall, upon payment of such actionindemnity in full, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall not agree be subrogated to any settlement of such action, suit, proceeding or claim without the prior written consent of the Indemnifying 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 all rights of the Indemnified Party from all liability with respect thereto, that imposes any liability or obligation on to the Indemnified Party or that acknowledges fault by the Indemnified Party without the prior written consent of the Indemnified Partyclaim to which such indemnification relates.

Claims for Indemnification. A Person entitled to Whenever any claim shall arise for indemnification under this Article VI Section 6 or Section 7.2, the person seeking indemnification (an "Indemnified Party"the “Indemnitee”) shall give prompt written notification promptly notify (i) if sought under Sections 6.2 or 7.2, the Securityholders’ Representative, or (ii) if sought under Section 6.3, the Buyer (as applicable, the “Indemnitor”), in each case, of the claim and, when known, the facts constituting the basis for such claim (a “Notice of Claim”). No delay or failure on the part of the Indemnitee in so notifying the Indemnitor shall relieve the Indemnitor of any liability or obligation hereunder except to the Person from whom indemnification is sought (the "Indemnifying Party") of the commencement extent of any action, suit damage or proceeding relating to a Third Party claim for which indemnification may be sought or, if earlier, upon liability caused by or arising out of such delay or failure. In the assertion event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a Third Party (it being understood and agreedthird party, howeverthe notice shall specify the amount or an estimate of the amount of the liability arising therefrom, that the failure by an Indemnified Party to give notice of a Third-Party claim as provided in this Section 6.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give notice)then known by the Indemnitee. Within fourteen thirty (1430) days after delivery of such notificationa Notice of Claim, the Indemnifying Party mayIndemnitor shall deliver to the Indemnitee a response, upon in which the Indemnitor shall: (i) agree that the Indemnitee is entitled to receive all of the claimed amount (in which case the response shall be accompanied by a payment by the Indemnitor to the Indemnitee of the claimed amount, by check or by wire transfer; provided that if the Indemnitee is the Buyer and is seeking to enforce such claim pursuant to the Escrow Agreement, the Indemnitor and the Indemnitee shall deliver to the Escrow Agent, within three (3) days following the delivery of the response, a written notice thereof executed by the Buyer and the Securityholders’ Representative instructing the Escrow Agent to pay to the Indemnified PartyBuyer an amount of Escrow Funds equal to the claimed amount), assume control (ii) agree that the Indemnitee is entitled to receive a portion of the defense of such action, suit, proceeding or claim with counsel reasonably satisfactory claimed amount (in which case the response shall be accompanied by a payment by the Indemnitor to the Indemnified PartyIndemnitee of the amount so agreed upon, by check or by wire transfer; provided that if the Indemnitee is the Buyer and is seeking to enforce such claim pursuant to the Escrow Agreement, the Indemnitor and the Indemnitee shall deliver to the Escrow Agent, within three (3) days following the delivery of the response, a written notice executed by the Buyer and the Securityholders’ Representative instructing the Escrow Agent to pay to the Buyer an amount of Escrow Funds equal to such agreed upon amount) or (iii) dispute that the Indemnitee is entitled to receive any of the claimed amount. Acceptance by the Buyer of partial payment of any claimed amount shall be without prejudice to the Buyer’s right to claim the balance of any such claimed amount. If the Indemnifying Party Securityholders’ Representative or the Buyer, as applicable, does not assume control respond to a Notice 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 costs, including attorney fees, incurred by the Indemnified Party in defending itself Claim within thirty (30) 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 thatNotice of Claim, if the Indemnifying Party assumes control of such defense and the Indemnified Party in good faith concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect failure to such action, suit, proceeding or claim, the Indemnifying Party respond shall be responsible for the reasonable and verifiable fees and expenses of counsel deemed to the Indemnified Party in connection therewith. The Party controlling such defense shall keep the other Party advised be an acceptance of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall not agree Indemnitee’s right to any settlement of such action, suit, proceeding or claim without the prior written consent receive all of the Indemnifying Party, which shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not agree to any settlement claimed amount set forth in such Notice 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 PartyClaim.

Claims for Indemnification. A Person entitled to The parties intend that all indemnification under this Article VI claims hereunder be made as promptly as practicable by the party seeking indemnification (an the "Indemnified Party") shall give prompt written notification and that in the case of Parent all such claims be made pursuant to the Person terms and provisions of the Escrow Agreement until and including the Final Termination Date, as defined in the Escrow Agreement. After the Final Termination Date, all such claims of Parent, including without limitation pre-Final Termination Date claims which, on or prior to the Final Termination Date, were admitted as valid pursuant to Escrow Agreement procedures or are or become the subject of an arbitration award in favor of the Indemnified Party but which are not satisfied pursuant to the Escrow Agreement, will be presented to the Shareholders who, in the case of admitted claims and arbitration awards as aforesaid, will pay such claims and awards, and, in the case of all other claims, will proceed according to the remaining terms and provisions of this Section. Whenever any claim arises for indemnification hereunder (other than a claim to be submitted pursuant to aforesaid terms and provisions), the Indemnified Party will promptly notify the party from whom indemnification is sought (the "Indemnifying Party") of the commencement of any actionclaim and, suit or proceeding relating to a Third Party claim when known, the facts constituting the basis for which indemnification may be sought or, if earlier, upon such claim. In the assertion case of any such claim by for indemnification hereunder resulting from or in connection with any claim or legal proceedings of a third party (a "Third Party (it being understood and agreedClaim"), however, that the failure by an Indemnified Party notice to give notice of a Third-Party claim as provided in this Section 6.3 shall not relieve the Indemnifying Party will specify, if known, the amount or an estimate of its indemnification obligation under this Agreement except and only to the extent that such amount of the liability arising therefrom. The Indemnifying Party is actually damaged as a result shall have the right to dispute and defend all Third Party Claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by the Indemnifying Party, and the cost of such failure defense shall be borne by the Indemnifying Party, except that the Indemnitee shall have the right to give notice). Within fourteen (14) days after delivery of participate in such notificationdefense at its own expense, and PROVIDED, HOWEVER that the Indemnifying Party may, upon written notice thereof to must first acknowledge that the Indemnified Party, assume control of claim is a bona fide indemnification claim under this Agreement. The Indemnitee shall cooperate in all reasonable respects in the defense of any such actionclaim, suitincluding making personnel, proceeding or claim with counsel reasonably satisfactory books, and records relevant to the Indemnified claim available to the Indemnifying Party, without charge, except for reasonable out-of-pocket expenses. 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 verifiable costs, including attorney fees, incurred by the Indemnified Party in defending itself fails to take action within thirty (30) days after receipt as set forth above, then the Indemnitee shall have the right to pay, compromise or defend any Third Party Claim and to assert the amount of any invoice therefor from payment on the Indemnified Third Party Claim plus the reasonable expenses of defense or settlement as the claim. The Indemnitee shall also have the right, exercisable in good faith, to take such action as may be necessary to avoid a default prior to the assumption of the defense of the Third Party Claim by the Indemnifying Party, and any reasonable expenses incurred by Indemnitee so acting shall be paid by the Indemnifying Party. The Party not controlling such defense may participate therein at its own expense; Except as otherwise provided thatherein, if the Indemnifying Party assumes control of such defense and the Indemnified Party in good faith concludes, based on advice from counsel, that the Indemnifying will not settle or compromise any Third Party and the Indemnified Party have conflicting interests with respect Claim for which it is entitled 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 status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim indemnification hereunder without the prior written consent of the Indemnifying Party, which shall will not be unreasonably withheld, delayed or conditioned. The If the Indemnifying Party shall not agree to any settlement is of such action, suit, proceeding or claim or consent to any judgment in respect thereof the opinion that does not include a complete and unconditional release of the Indemnified Party from all liability with respect theretois not entitled to indemnification, that imposes or is not entitled to indemnification in the amount claimed in such notice, it will deliver, within ten (10) business days after the receipt of such notice, a written objection to such claim and written specifications in reasonable detail of the aspects or details objected to, and the grounds for such objection. If the Indemnifying Party filed timely written notice of objection to any liability claim for indemnification, the validity and amount of such claim will be determined by arbitration pursuant to Section 9.12 hereof. If timely notice of objection is not delivered or obligation on if a claim by an Indemnified Party is admitted in writing by an Indemnifying Party or if an arbitration award is made in favor of an Indemnified Party, the Indemnified Party, as a non-exclusive remedy, will have the right to set-off the amount of such claim or award against any amount yet owed, whether due or to become due, by the Indemnified Party or that acknowledges fault any subsidiary thereof to any Indemnifying Party by reason of this Agreement or any agreement or arrangement or contract to be entered into at the Indemnified Party without the prior written consent of the Indemnified Party.Closing. [This Space Intentionally Left Blank]

Claims for Indemnification. A Person entitled If a claim for Damages (a “Claim”) is to indemnification under this Article VI be made by any Party hereto (an "Indemnified Party") the “Indemnitee”), such Indemnitee shall give prompt written notification notice (a “Claim Notice”) to the Person from whom indemnification is sought other Party (the "Indemnifying Party"“Indemnitor”) of as soon as practicable after the commencement Indemnitee becomes aware of any actionfact, suit condition or proceeding relating event which may give rise to a Third Party claim Damages for which indemnification may be sought or, if earlier, upon under this Agreement. In the case of a Claim involving the assertion of any such a claim by a Third Party third party (it being understood and agreedwhether pursuant to a lawsuit or other legal action or otherwise, however, that the failure by an Indemnified Party to give notice of a “Third-Party claim as provided in this Section 6.3 Claim”), (i) the Indemnitor shall not relieve be entitled, if it so elects, at its own cost, risk and expense, (A) to take control of the Indemnifying defense and investigation of such Third-Party Claim and (B) to pursue the defense thereof by appropriate actions or proceedings, including, without limitation, to employ and engage attorneys of its indemnification obligation under this Agreement except and only own choice reasonably acceptable to the extent that Indemnitee to handle and defend the same, and (ii) the Indemnitor shall be entitled (but not obligated), if it so elects, to compromise or settle such Indemnifying Party is actually damaged as a result claim, which compromise or settlement shall be made only with the written consent of the Indemnitee, such failure consent not to give notice)be unreasonably withheld. Within fourteen (14) days after delivery of such notification, In the Indemnifying Party may, upon written notice thereof event the Indemnitor elects to the Indemnified Party, assume control of the defense and investigation of such actionlawsuit or other legal action in accordance with this Section 19, suitthe Indemnitee may, proceeding or claim with counsel reasonably satisfactory to at its own cost and expense, participate in the Indemnified Partyinvestigation, trial and defense of such Third-Party Claim. If the Indemnifying Party does not Indemnitor fails to assume control the defense of such defense, the Indemnified Third-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 costs, including attorney fees, incurred by the Indemnified Party Claim in defending itself accordance with this Agreement within thirty fifteen (3015) calendar 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 thatClaim Notice, if the Indemnifying Party assumes control of such defense and the Indemnified Party in good faith concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect Indemnitee shall (upon delivering notice to such actioneffect to the Indemnitor) have the right to undertake, suitat the Indemnitor’s sole cost, proceeding or claimrisk and expense, the Indemnifying Party shall be responsible for the reasonable defense, compromise 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 status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall not agree to any settlement of such action, suit, proceeding Third-Party Claim on behalf of and for the account of the Indemnitor; provided that such Third-Party Claim shall not be compromised or claim settled without the prior written consent of the Indemnifying PartyIndemnitor, which consent shall not be unreasonably withheld. In the event the Indemnitor assumes the defense of the claim, delayed the Indemnitor shall keep the Indemnitee reasonably informed of the progress of any such defense, compromise or conditionedsettlement, and in the event the Indemnitee assumes the defense of the claim, the Indemnitee shall keep the Indemnitor reasonably informed of the progress of any such defense, compromise or settlement. The Indemnifying Party Indemnitor shall not agree to be liable for any settlement of such action, suit, proceeding or claim or consent any Third-Party Claim effected pursuant to and in accordance with this Section 19 and for any final judgment (subject to any judgment in respect thereof that does not include a complete right of appeal), and unconditional release the Indemnitor agrees to indemnify and hold harmless Indemnitee from and against any and all Damages by reason of the Indemnified Party from all liability with respect thereto, that imposes any liability such settlement or obligation on the Indemnified Party or that acknowledges fault by the Indemnified Party without the prior written consent of the Indemnified Partyjudgment.

Claims for Indemnification. A Person entitled (a) In the event of the occurrence of any event which any party asserts is an indemnifiable event pursuant to indemnification under this Article VI IX, the party claiming indemnification (an the "Indemnified Party") shall give provide prompt written notification notice to the Person from whom party required to provide indemnification is sought (the "Indemnifying Party") of ), specifying in detail the commencement of any action, suit or proceeding relating facts and circumstances with respect to a Third Party such claim and the basis for which indemnification may be sought or, if earlier, upon is available hereunder. If such event involves the assertion claim of any third party, the Indemnifying Party shall have the right to control the defense or settlement of such claim by a Third Party (it being understood and agreedclaim; provided, however, that (a) the failure by an Indemnified Party shall be entitled to give participate in the defense of such claim at its own expense, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim if, pursuant to or as a result of such settlement, injunctive or other non-monetary relief would be imposed against the Indemnified Party, (c) the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, and shall assume all expense with respect to the defense or settlement of any claim to the extent such claim seeks an order, injunction or other equitable relief against the Indemnified Party which, if successful, could materially interfere with the business, operations, assets, condition (financial or otherwise) or prospects of the Indemnified Party, provided that the Indemnified Party shall provide written notice to the Indemnifying Party of its election to assume control over the defense of such claim pursuant to this Section 9.04 if the Indemnifying Party is entitled but fails to assume control over the defense of a Third-Party claim as provided in this Section 6.3 9.04, provided that the Damages associated with such claim are covered by the indemnity provisions of Section 9.02 or 9.03 the Indemnified Party shall not relieve have the right to defend such claim, provided further that the Indemnified Party shall obtain the prior written approval of the Indemnifying Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of its indemnification obligation under this Agreement except and only such claim if, pursuant to the extent that such Indemnifying Party is actually damaged or as a result of such failure to give notice). Within fourteen (14) days after delivery of such notificationsettlement, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such action, suit, proceeding injunctive 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 and, without limiting other non-monetary relief would be imposed against the Indemnifying Party's indemnification obligations, . In the Indemnifying Party shall reimburse the Indemnified Party for all reasonable and verifiable costs, including attorney fees, incurred by the Indemnified Party in defending itself within thirty (30) 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 Indemnifying Party assumes control of such defense and the Indemnified Party in good faith concludes, based on advice from counsel, event 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 obligated to indemnify the Indemnified Party in connection therewith. The pursuant to this Article IX, the Indemnifying Party controlling such defense shall keep the other Party advised of the status shall, upon payment of such actionindemnity in full, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall not agree be subrogated to any settlement of such action, suit, proceeding or claim without the prior written consent of the Indemnifying 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 all rights of the Indemnified Party from all liability with respect thereto, that imposes any liability or obligation on to the Indemnified Party or that acknowledges fault by the Indemnified Party without the prior written consent of the Indemnified Partyclaim to which such indemnification relates.

Claims for Indemnification. A Person entitled to indemnification under this Article VI Section 11.1 (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 Thirdthird-Party party claim as provided in this Section 6.3 11.1(c) shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give notice). Within fourteen (14) ***** 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 and, without limiting the Indemnifying Party's indemnification obligations, the Indemnifying Party shall reimburse the Indemnified Party for all reasonable and verifiable costs, including attorney fees, incurred by the Indemnified Party in defending itself within thirty (30) days after receipt of any invoice therefor from the Indemnified Partydefense. The Party not controlling such defense may participate therein at its own expense; provided that, if the Indemnifying Party assumes control of such defense and the Indemnified Party in good faith reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, the Indemnifying Party shall be responsible for the reasonable and verifiable fees and expenses of counsel to the Indemnified Party solely in connection therewith; provided, however, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one counsel for all Indemnified Parties. The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Indemnifying 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, thereto or 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.

Claims for Indemnification. A Person entitled In the event of the occurrence of any event which any party asserts is an indemnifiable event pursuant to indemnification under this Article VI VIII, the party claiming indemnification (an the "Indemnified Party") shall give provide prompt written notification notice to the Person from whom party required to provide indemnification is sought (the "Indemnifying Party") of ), specifying in detail the commencement of any action, suit or proceeding relating facts and circumstances with respect to a Third Party such claim and the basis for which indemnification may be sought or, if earlier, upon is available hereunder. If such event involves the assertion claim of any third party the Indemnifying Party shall have the right to control the defense or settlement of such claim by a Third Party (it being understood and agreedclaim; provided, however, that (i) the failure by an Indemnified Party shall be entitled to give participate in the defense of such claim at its own expense, (ii) the Indemnifying Party shall obtain the prior written approval of the Indemnified party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim if, pursuant to or as a result of such settlement, injunctive or other non-monetary relief would be imposed against the Indemnified Party, (iii) the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, and shall assume all expense with respect to the defense or settlement of any claim to the extent such claim seeks an order, injunction or other equitable relief against the indemnified Party which, if successful, could materially interfere with the business, operations, assets, condition (financial or otherwise) or prospects of the Indemnified Party; provided that the Indemnified Party shall provide written notice to the Indemnifying Party of its election to assume control over the defense of such claim pursuant to this clause (iii), and (iv) if the Indemnifying Party is entitled to but fails to assume control over the defense of a Third-Party claim as provided in this Section 6.3 8.3, providing that Damages associated with such claim are covered by the indemnity provisions of Section 8.2, the Indemnified Party shall have the right to defend such claim, provided further that the Indemnified Party shall obtain the prior written approval of the Indemnifying party (which approval shall not relieve the Indemnifying Party be unreasonably withheld or delayed) before entering into any settlement of its indemnification obligation under this Agreement except and only such claim if, pursuant to the extent that such Indemnifying Party is actually damaged or as a result of such failure to give notice). Within fourteen (14) days after delivery of such notificationsettlement, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such action, suit, proceeding injunctive 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 and, without limiting other non-monetary relief would imposed against the Indemnifying Party's indemnification obligations, . In the Indemnifying Party shall reimburse the Indemnified Party for all reasonable and verifiable costs, including attorney fees, incurred by the Indemnified Party in defending itself within thirty (30) 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 Indemnifying Party assumes control of such defense and the Indemnified Party in good faith concludes, based on advice from counsel, event 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 obligated to indemnify the Indemnified Party in connection therewith. The pursuant to this Article VIII, the Indemnifying Party controlling such defense shall keep the other Party advised of the status shall, upon payment of such actionindemnity in full, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall not agree be subrogated to any settlement of such action, suit, proceeding or claim without the prior written consent of the Indemnifying 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 all rights of the Indemnified Party from all liability with respect thereto, that imposes any liability or obligation on to the Indemnified Party or that acknowledges fault by the Indemnified Party without the prior written consent of the Indemnified Partyclaim to which such indemnification relates.

Claims for Indemnification. A Person entitled to indemnification under this Article VI (an "a) In the event that any Indemnified Party") shall give prompt written notification to the Party has a claim against any Person from whom indemnification is sought (the "an “Indemnifying Party"”) of the commencement of any actionpursuant to Section 9.1 hereof, suit or proceeding relating which does not involve a claim being sought to a Third Party claim for which indemnification may be sought or, if earlier, upon the assertion of any such claim collected by a Third Party (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a Third-Party claim as provided in this Section 6.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give notice). Within fourteen (14) 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 defensethird party, the Indemnified Party shall control provide notice of such defense and, without limiting claim (a “Claim Notice”) to the Shareholder Representative (or the particular Indemnifying Party in the event that recovery is being sought directly from such Indemnifying Party). If the Shareholder Representative (or the Indemnifying Party's indemnification obligations, the Indemnifying Party shall reimburse if applicable) does not notify the Indemnified Party for all reasonable and verifiable costs, including attorney fees, incurred by the Indemnified Party in defending itself within thirty (30) days after from receipt of any invoice therefor from the Indemnified Claim Notice that Shareholder Representative (or the Indemnifying Party. The Party not controlling such defense may participate therein at its own expense; provided that, if the Indemnifying Party assumes control of applicable) disputes 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 or its liability to the Indemnified Party in connection therewith. The Party controlling for such defense claim, the amount of such claim shall keep the other Party advised be conclusively deemed a liability of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations Indemnifying Parties hereunder. In case an objection is made in writing by the other Party Shareholder Representative in accordance with respect thereto. The this Section 9.2(a) (an “Objection Notice”), the Indemnified Party shall not agree have thirty (30) days to any settlement of respond in a written statement to such actionObjection Notice; provided further that, suitto be effective, proceeding or claim without the prior written consent of the Indemnifying Party, which shall not such Objection Notice must (i) be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not agree delivered 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 prior to midnight (Eastern time) on the 30th day following receipt of the Claim Notice (such deadline, the “Objection Deadline”) and (ii) set forth in reasonable detail the nature of the objections to the claims in respect of which the objection is made. Each Claim Notice shall: (1) state that an Indemnified Party has paid, sustained, incurred, or properly accrued, or reasonably anticipates that acknowledges fault by it will have to pay, sustain, incur, or accrue Damages, and (2) set forth in reasonable detail the Indemnified Party without individual items of Damages included in the prior written consent amount so stated, the date each such item was paid, sustained, incurred, or properly accrued, or the basis for such anticipated liability, and, if applicable, the nature of the Indemnified Partymisrepresentation, breach of warranty or covenant to which such item is related.

Claims for Indemnification. A Person entitled to indemnification under this Article VI If a claim for Damages (an a "Indemnified PartyClaim") shall give prompt written notification is to the Person from whom indemnification is sought be made by any Party hereto (the "Indemnifying PartyIndemnitee"), such Indemnitee shall give written notice (a "Claim Notice") of to the commencement other Party (the "Indemnitor") as soon as practicable after the Indemnitee becomes aware of any actionfact, suit condition or proceeding relating event which may give rise to a Third Party claim Damages for which indemnification may be sought or, if earlier, upon under this Agreement. In the case of a Claim involving the assertion of any such a claim by a Third Party third party (it being understood and agreedwhether pursuant to a lawsuit or other legal action or otherwise, however, that the failure by an Indemnified Party to give notice of a "Third-Party claim as provided in this Section 6.3 Claim"), (i) the Indemnitor shall not relieve be entitled, if it so elects, at its own cost, risk and expense, (A) to take control of the Indemnifying defense and investigation of such Third-Party Claim and (B) to pursue the defense thereof by appropriate actions or proceedings, including, without limitation, to employ and engage attorneys of its indemnification obligation under this Agreement except and only own choice reasonably acceptable to the extent that Indemnitee to handle and defend the same, and (ii) the Indemnitor shall be entitled (but not obligated), if it so elects, to compromise or settle such Indemnifying Party is actually damaged as a result claim, which compromise or settlement shall be made only with the written consent of the Indemnitee, such failure consent not to give notice)be unreasonably withheld. Within fourteen (14) days after delivery of such notification, In the Indemnifying Party may, upon written notice thereof event the Indemnitor elects to the Indemnified Party, assume control of the defense and investigation of such actionlawsuit or other legal action in accordance with this Section 19, suitthe Indemnitee may, proceeding or claim with counsel reasonably satisfactory to at its own cost and expense, participate in the Indemnified Partyinvestigation, trial and defense of such Third-Party Claim. If the Indemnifying Party does not Indemnitor fails to assume control the defense of such defense, the Indemnified Third-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 costs, including attorney fees, incurred by the Indemnified Party Claim in defending itself accordance with this Agreement within thirty fifteen (3015) calendar 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 thatClaim Notice, if the Indemnifying Party assumes control of such defense and the Indemnified Party in good faith concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect Indemnitee shall (upon delivering notice to such actioneffect to the Indemnitor) have the right to undertake, suitat the Indemnitor's sole cost, proceeding or claimrisk and expense, the Indemnifying Party shall be responsible for the reasonable defense, compromise 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 status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall not agree to any settlement of such action, suit, proceeding Third-Party Claim on behalf of and for the account of the Indemnitor; provided that such Third-Party Claim shall not be compromised or claim settled without the prior written consent of the Indemnifying PartyIndemnitor, which consent shall not be unreasonably withheld. In the event the Indemnitor assumes the defense of the claim, delayed the Indemnitor shall keep the Indemnitee reasonably informed of the progress of any such defense, compromise or conditionedsettlement, and in the event the Indemnitee assumes the defense of the claim, the Indemnitee shall keep the Indemnitor reasonably informed of the progress of any such defense, compromise or settlement. The Indemnifying Party Indemnitor shall not agree to be liable for any settlement of such action, suit, proceeding or claim or consent any Third-Party Claim effected pursuant to and in accordance with this Section 19 and for any final judgment (subject to any judgment in respect thereof that does not include a complete right of appeal), and unconditional release the Indemnitor agrees to indemnify and hold harmless Indemnitee from and against any and all Damages by reason of the Indemnified Party from all liability with respect thereto, that imposes any liability such settlement or obligation on the Indemnified Party or that acknowledges fault by the Indemnified Party without the prior written consent of the Indemnified Partyjudgment.

Claims for Indemnification. A Person entitled (a) All claims for indemnification made under this Section 8 resulting from, related to or arising out of any claim against Purchaser shall be made in accordance with the following procedures. The Purchaser, if seeking to assert rights to indemnification under this Article VI (an "Indemnified Party") Section 8 shall give prompt written notification to the Person from whom indemnification is sought (the "Indemnifying Party") Company of the commencement of any action, suit or proceeding relating to a Third Party third-party claim for which indemnification pursuant to this Section 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 in this Section 6.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give notice)sought. Within fourteen fifteen (1415) days after delivery of such the notification, the Indemnifying Party Company may, upon written notice thereof to the Indemnified PartyPurchaser, assume control of the defense of such the action, suit or proceeding with counsel reasonably satisfactory to the Purchaser; provided, however that (i) the Company may only assume control of the defense if it acknowledges in writing to the Purchaser that any damages, fines, costs or other liabilities that may be assessed against the Purchaser in connection with the action, suit or proceeding constitute Damages for which the Purchaser shall be entitled to indemnification pursuant to this Section 8, (ii) the Company conducts the defense of the action, suit, proceeding or claim with counsel reasonably satisfactory in good faith and in commercially reasonable manner, and (iii) the Company may not assume control of the defense of a suit or proceeding in which equitable relief is sought against the Purchaser; or (iv) the Purchaser shall be entitled to maintain its own defense at the expense of the Company if both the Company and the Purchaser are parties to the Indemnified Partysame action. If the Indemnifying Party Company does not assume control of such the defense, the Indemnified Party Purchaser 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 costs, including attorney fees, incurred by the Indemnified Party in defending itself within thirty (30) days after receipt of any invoice therefor from the Indemnified Partydefense. The Party party or parties not controlling such the defense may participate therein at its or their own expense; provided thatprovided, however that if the Indemnifying Party Company assumes control of such the defense and the Indemnified Party in good faith concludes, based on advice from counsel, Purchaser reasonably concludes that the Indemnifying Party Company and the Indemnified Party Purchaser have conflicting interests or different defenses available with respect to such the action, suit, proceeding suit or claimproceeding, the Indemnifying Party shall be responsible for the reasonable and verifiable fees and expenses of one counsel to the Indemnified Party in connection therewithPurchaser shall be considered Damages for purposes of this Agreement. The Party party or parties controlling such the defense shall keep the other Party party or parties advised of the status of such the action, suit, suit or proceeding or claim and the defense thereof and shall consider in good faith recommendations made by the other Party party or parties with respect thereto. The Indemnified Party non-controlling party or parties shall furnish the controlling party or parties with the information as it may have with respect to the action, suit or proceeding (including copies of any summons, complaint or other pleading which may have been served on the party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the controlling party or parties in the defense of the action, suit or proceeding. The Purchaser shall not agree to any settlement of, or the entry of any judgment arising from, the action, suit or proceeding without the prior written consent of the Company, which shall not be unreasonably withheld or delayed. The Company shall not agree to any settlement of such or the entry of any judgment arising from the action, suit, suit or proceeding or claim without the prior written consent of the Indemnifying PartyPurchaser, which shall not be unreasonably withheld, delayed withheld 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 Partydelayed.

Claims for Indemnification. (a) A Person Party entitled to indemnification under this Article VI (an "Indemnified Party") shall give prompt written notification to the Person party from whom indemnification is sought (the "Indemnifying Party") of the commencement of any action, suit or proceeding relating to a Third Party third party claim for which indemnification pursuant to this Article VI 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 in this Section 6.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give notice)sought. Within fourteen (14) 15 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, suit or 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 and, without limiting the Indemnifying Party's indemnification obligations, the Indemnifying Party shall reimburse the Indemnified Party for all reasonable and verifiable costs, including attorney fees, incurred by the Indemnified Party in defending itself within thirty (30) days after receipt of any invoice therefor from the Indemnified Partydefense. The Party party or parties not controlling such defense may participate therein at its or their own expense; provided that, that if the Indemnifying Party assumes control of such defense and the Indemnified Party in good faith concludes, based on advice from counsel, reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such action, suit, proceeding suit or claimproceeding, the Indemnifying Party shall be responsible for the reasonable and verifiable fees and expenses of counsel to the Indemnified Party in connection therewithshall be considered "Damages" for purposes of this Agreement. The Party party or parties controlling such defense shall keep the other Party party or parties advised of the status of such action, suit, suit or proceeding or claim and the defense thereof and shall consider in good faith recommendations made by the other Party party or parties with respect thereto. The Indemnified Party shall not agree to any settlement of such action, suit, suit or proceeding or claim without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not agree to any settlement of such action, suit, suit or 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 shall not be unreasonably withheld.

Claims for Indemnification. A Person entitled (i) From time to indemnification under time on or before the last day of the Escrow Period (except as provided in Section 5 of this Article VI (an "Agreement), the Acquiror --------- Indemnified Party") shall give prompt written notification Parties may deliver a Claim Notice with respect to any Claim to the Person from whom indemnification is sought Shareholder Representative and the Escrow Agent, which Claim Notice shall be delivered as promptly as practicable, but in any event: (the "Indemnifying Party"A) of the commencement of any action, suit or proceeding relating if such Claim relates 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 against an Indemnified Party to give notice of a Third-Party claim as provided Claim, within 30 days after the assertion of such Third-Party Claim or (B) if such Claim is not in this Section 6.3 respect of a Third-Party Claim, within 30 days after the discovery of facts upon which the Claim for indemnification is or could have been based pursuant to Article VIII of the Merger Agreement; provided, however, ------------ that the failure or delay to so notify the Shareholder Representative or the Escrow Agent shall not relieve the Indemnifying Party Shareholders of its indemnification any obligation under this Agreement or liability that the Shareholders may have to the Acquiror Indemnified Party, except and only to the extent that such Indemnifying Party is actually damaged as the Shareholder Representative demonstrates that the Shareholders are prejudiced thereby. Notwithstanding the foregoing, Acquiror shall not be required to deliver a result of such failure to give notice). Within fourteen (14) days after delivery of such notification, the Indemnifying Party may, upon written notice thereof Claim Notice to the Indemnified Party, assume control of the defense of such action, suit, proceeding or claim Company with counsel reasonably satisfactory respect to the Indemnified Party. If the Indemnifying Pending Disputes unless and until Acquiror incurs indemnifiable Losses resulting from a Third-Party does not assume control of such defense, the Indemnified Settlement or a Third-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 costs, including attorney fees, incurred by the Indemnified Party in defending itself within thirty (30) 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 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 Decision 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 Pending Disputes in connection therewith. The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Indemnifying 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 an Acquiror Indemnified Party or that acknowledges fault by the Indemnified Party without Company, as applicable, is not the prior written consent of the Indemnified Partyprevailing party.

Claims for Indemnification. (a) THIRD-PARTY CLAIMS. A Person Party entitled to indemnification under this Article VI (which, in the case of a claim by the Stockholders, shall be deemed, solely for the purposes of this Section 6.3, to be the Stockholders' Representative (as defined below)) (an "Indemnified PartyINDEMNIFIED PARTY") shall give prompt written notification to the Person Party from whom indemnification is sought (which, in the case of a claim by the Buyer, shall be deemed, solely for the purposes of this Section 6.3, to be the Stockholders' Representative) (the "Indemnifying PartyINDEMNIFYING PARTY") of the commencement of any action, suit or proceeding relating to a Third Party third-party claim for which indemnification pursuant to this Article VI 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 in this Section 6.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give notice)sought. Within fourteen (14) 15 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, suit or proceeding or claim with counsel reasonably satisfactory to the Indemnified Party, provided the Indemnifying Party acknowledges in writing to the Indemnified Party that any damages, fines, costs or other liabilities that may be assessed against the Indemnified Party in connection with such action, suit or proceeding constitute Damages for which the Indemnified Party shall be entitled to indemnification pursuant to this Article VI. 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 verifiable costs, including attorney fees, incurred by the Indemnified Party in defending itself within thirty (30) days after receipt of any invoice therefor from the Indemnified Partydefense. The Party or Parties not controlling such defense may participate therein at its or their own expense; provided that, that if the Indemnifying Party assumes control of such defense and the Indemnified Party in good faith concludes, based on advice from counsel, reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such action, suit, proceeding suit or claimproceeding, the Indemnifying Party shall be responsible for the reasonable and verifiable fees and expenses of counsel to the Indemnified Party in connection therewithshall be considered "Damages" for purposes of this Agreement. The Party or Parties controlling such defense shall keep the other Party or Parties advised of the status of such action, suit, suit or proceeding or claim and the defense thereof and shall consider in good faith recommendations made by the other Party or Parties with respect thereto. The Indemnified Party shall not agree to any settlement of such action, suit, suit or proceeding or claim without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, delayed withheld or conditioneddelayed. The Indemnifying Party shall not agree to any settlement of such action, suit, suit or 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 shall not be unreasonably withheld or delayed.

Claims for Indemnification. (a) THIRD-PARTY CLAIMS. All claims for indemnification made under this Agreement resulting from, related to or arising out of a third-party claim against an Indemnified Party (as defined below) shall be made in accordance with the following procedures. A Person person entitled to indemnification under this Article VI (an "Indemnified PartyINDEMNIFIED PARTY") shall give prompt (but in all events, at least five business days prior to the date that an answer to any such claim is due to be filed) written notification to the Person person from whom indemnification is sought (the "Indemnifying PartyINDEMNIFYING PARTY") of the commencement of any action, suit or proceeding relating to a Third Party 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 in this Section 6.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give notice)third party. Within fourteen (14) 30 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 and, without limiting the Indemnifying Party's indemnification obligations, the Indemnifying Party shall reimburse the Indemnified Party for all reasonable and verifiable costs, including attorney fees, incurred by the Indemnified Party in defending itself within thirty (30) days after receipt of any invoice therefor from the Indemnified Partydefense. The Party not controlling such defense may participate therein at its own expense; provided that, that if the Indemnifying Party assumes control of such defense and the Indemnified Party in good faith reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, the Indemnifying Party shall be responsible for the reasonable and verifiable fees and expenses of counsel to the Indemnified Party solely in connection therewiththerewith shall be considered "DAMAGES" for purposes of this Agreement; provided, however, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one counsel for all Indemnified Parties. The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed. 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, thereto or 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 shall not be unreasonably withheld, conditioned or delayed.

Claims for Indemnification. (a) THIRD-PARTY CLAIMS. All claims for indemnification made under this Agreement resulting from, related to or arising out of a third-party claim against an Indemnified Party (as defined below) shall be made in accordance with the following procedures. A Person person entitled to indemnification under this Article VI (an "Indemnified PartyINDEMNIFIED PARTY") shall give prompt written notification to the Person person from whom indemnification is sought (the "Indemnifying PartyINDEMNIFYING PARTY") of the commencement of any action, suit or proceeding relating to a Third Party third-party claim for which indemnification may be sought or, if earlier, upon the assertion of any such claim by a Third Party third party. Such notification shall include a description in reasonable detail (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a Third-Party claim as provided in this Section 6.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that known by the Indemnified Party) of the facts constituting the basis for such Indemnifying Party is actually damaged as a result third-party claim and 41 the amount of such failure to give notice)the Damages claimed. Within fourteen (14) 20 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 and, without limiting the Indemnifying Party's indemnification obligations, the Indemnifying Party shall reimburse the Indemnified Party for all reasonable and verifiable costs, including attorney fees, incurred by the Indemnified Party in defending itself within thirty (30) days after receipt of any invoice therefor from the Indemnified Partydefense. The Party not controlling such defense may participate therein at its own expense; provided that, that if the Indemnifying Party assumes control of such defense and the Indemnified Party in good faith reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, the Indemnifying Party shall be responsible for the reasonable and verifiable fees and expenses of counsel to the Indemnified Party solely in connection therewiththerewith shall be considered "Damages" for purposes of this Agreement; PROVIDED, HOWEVER, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one counsel for all Indemnified Parties. The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed. 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, thereto or that imposes any liability or obligation or equitable remedy 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 or delayed.

Claims for Indemnification. A Person entitled (a) Subject to Section 5.1, whenever any claim arises for indemnification under this Article VI hereunder or an event which may result in a claim for such indemnification has occurred, the party seeking indemnification (an "the “Indemnified Party") shall give prompt written notification to ”), will promptly notify the Person party from whom indemnification is sought (the "“Indemnifying Party"”) of the commencement of any actionclaim and, suit or proceeding relating to a Third Party claim when known, the facts constituting the basis for which indemnification may be sought or, if earlier, upon such claim. In the assertion case of any such claim by for indemnification hereunder resulting from or in connection with any claim or legal proceedings of a third party (a “Third Party (it Claim”), the notice to the Indemnifying Party will specify with reasonable specificity, if known, the basis under which the right to indemnification is being understood asserted and agreedthe 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 Indemnifying Party, and the cost of such defense shall be borne by the Indemnifying Party, except that the Indemnified Party shall have the right to participate in such defense at its own expense; provided, however, that the failure by an Indemnifying Party must first acknowledge that the claim is a bona fide indemnification claim under this Agreement. The Indemnified Party shall cooperate in all reasonable respects in the investigation, trial and defense of any such claim, including making personnel, books, and records relevant to give notice of a Third-Party the claim as provided in this Section 6.3 shall not relieve available to 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 fourteen (14) 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 actionwithout charge, suit, proceeding or claim with counsel reasonably satisfactory to the Indemnified Partyexcept for reasonable out-of-pocket expenses. 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 verifiable costs, including attorney fees, incurred by the Indemnified Party in defending itself fails to take action within thirty (30) 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 thatas set forth above, if the Indemnifying Party assumes control of such defense and then the Indemnified Party in good faith concludesshall have the right to pay, based compromise or defend any Third Party Claim and to assert the amount of any payment on advice from counsel, that the Indemnifying Third Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, the Indemnifying Party shall be responsible for Claim plus the reasonable and verifiable fees and expenses of counsel to defense or settlement as the Indemnified Party in connection therewith. The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect theretoclaim. The Indemnified Party shall not agree also have the right and upon delivery of 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 prior to the assumption of the defense of the Third Party Claim by the Indemnifying Party, and any settlement of such actionreasonable expenses incurred by Indemnified Party so acting shall be paid by the Indemnifying Party. Except as otherwise provided herein, suitthe Indemnified Party will not, proceeding except at its own cost and expense, settle or claim compromise any Third Party Claim for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which shall will 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 parties intend 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 Partyindemnification claims be made as promptly as practicable.

Claims for Indemnification. A Person entitled to indemnification under this Article VI (an "Indemnified Party") The Partnership shall give prompt written notification to the Person from whom indemnification is sought (the "Indemnifying Party") of the commencement of any actionindemnify, suit or proceeding relating to a Third Party claim for which indemnification may be sought orprotect, if earlier, upon the assertion of any such claim by a Third Party (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a Third-Party claim as provided in this Section 6.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give notice). Within fourteen (14) 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 defend with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party does not assume control of such defenseTransferors, and hold harmless, the Indemnified Party Transferors, their partners and their affiliates from and against any and all liabilities and obligations assumed by or allocated to the Partnership, or from which the Transferors are released, as provided in Sections 12.1 through 12.4 (including all losses, costs, expenses, claims, liens, damages and attorneys' and consultants' fees and costs related to said liabilities and obligations). The Transferor's shall control such defense indemnify, protect, defend with counsel reasonably satisfactory to the Partnership, and hold harmless, the Partnership, its partners and affiliates from and against any and all liabilities and obligations retained by or allocated to the Transferors as provided in Sections 12.1 through 12.4 (including all losses, costs, expenses, claims, liens, damages and attorneys' and consultants' fees and costs related to said liabilities and obligations). Whenever any claim shall arise for indemnification under this Section 12.5, the party making the claim ("Indemnitee") shall promptly notify the other party ("Indemnitor") of the claim and, without limiting the Indemnifying Party's indemnification obligationswhen known, the Indemnifying Party shall reimburse facts constituting the Indemnified Party basis for all reasonable and verifiable costs, including attorney fees, incurred by such claim. In the Indemnified Party in defending itself within thirty (30) days after receipt event of any invoice therefor claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a party who is not a party to this Contribution Agreement, the Indemnified Party. The Party not controlling such defense may participate therein at its own expense; provided thatnotice to the Indemnitor shall specify, if the Indemnifying Party assumes control of such defense and the Indemnified Party in good faith concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claimknown, the Indemnifying Party amount or an estimate of the amount of the liability arising therefrom. However, a failure to notify or to give notice as hereinabove set forth to the Indemnitor shall in no case prejudice the rights of Indemnitee under this Contribution Agreement unless the Indemnitor shall be responsible for the reasonable prejudiced by such failure and verifiable fees and expenses of counsel then only to the Indemnified Party in connection therewithextent the Indemnitor shall be prejudiced by such failure. The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Party Indemnitee shall not agree settle or compromise any claim by a third party for which it is entitled to any settlement of such actionindemnification hereunder, suit, proceeding or claim without the prior written consent of the Indemnifying Party, Indemnitor (which shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party ) unless suit shall have been instituted against Indemnitee and the Indemnitor shall not agree to any settlement have taken control 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 Partysuit after notification thereof.

Claims for Indemnification. (a) All claims for indemnification made under this Section 8 resulting from, related to or arising out of any claim against a Purchaser shall be made in accordance with the following procedures. A Person entitled Purchaser, if seeking to assert rights to indemnification under this Article VI (an "Indemnified Party") Section 8 shall give prompt written notification to the Person from whom indemnification is sought (the "Indemnifying Party") Company of the commencement of any action, suit or proceeding relating to a Third Party third-party claim for which indemnification pursuant to this Section 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 in this Section 6.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give notice)sought. Within fourteen fifteen (1415) days after delivery of such the notification, the Indemnifying Party Company may, upon written notice thereof to the Indemnified Partysuch Purchaser, assume control of the defense of the action, suit or proceeding with counsel reasonably satisfactory to such Purchaser; provided, however that (i) the Company may only assume control of the defense if it acknowledges in writing to such Purchaser that any damages, fines, costs or other liabilities that may be assessed against such Purchaser in connection with the action, suit or proceeding constitute Damages for which such Purchaser shall be entitled to indemnification pursuant to this Section 8, and (ii) the Company conducts the defense of the action, suit, proceeding or claim with counsel reasonably satisfactory in good faith and in commercially reasonable manner. The Company may not assume control of the defense of a suit or proceeding in which equitable relief is sought against a Purchaser; and a Purchaser shall be entitled to maintain its own defense at the expense of the Company if both the Company and the Purchaser are parties to the Indemnified Partysame action. If the Indemnifying Party Company does not assume control of such the defense, the Indemnified Party such Purchaser 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 costs, including attorney fees, incurred by the Indemnified Party in defending itself within thirty (30) days after receipt of any invoice therefor from the Indemnified Partydefense. The Party party or parties not controlling such the defense may participate therein at its or their own expense; provided thatprovided, however that if the Indemnifying Party Company assumes control of such the defense and the Indemnified Party in good faith concludes, based on advice from counsel, Purchaser reasonably concludes that the Indemnifying Party Company and the Indemnified Party Purchaser have conflicting interests or different defenses available with respect to such the action, suit, proceeding suit or claimproceeding, the Indemnifying Party shall be responsible for the reasonable and verifiable fees and expenses of one counsel to the Indemnified Party in connection therewithsuch Purchaser shall be considered Damages for purposes of this Agreement. The Party party or parties controlling such the defense shall keep the other Party party or parties advised of the status of such the action, suit, suit or proceeding or claim and the defense thereof and shall consider in good faith recommendations made by the other Party party or parties with respect thereto. The Indemnified Party non-controlling party or parties shall furnish the controlling party or parties with the information as it may have with respect to the action, suit or proceeding (including copies of any summons, complaint or other pleading which may have been served on the party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the controlling party or parties in the defense of the action, suit or proceeding. If the Company assumes control of the defense pursuant hereto, the relevant Purchaser shall not agree to any settlement of, or the entry of any judgment arising from, the action, suit or proceeding without the prior written consent of the Company, which shall not be unreasonably withheld or delayed. The Company shall not agree to any settlement of such or the entry of any judgment arising from the action, suit, suit or proceeding or claim without the prior written consent of the Indemnifying Partysuch Purchaser, which shall not be unreasonably withheld, delayed withheld 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 Partydelayed.

Claims for Indemnification. (a) All claims for indemnification made under this Article VIII resulting from, related to or arising out of a third-party claim against an Indemnified Party (as defined below) shall be made in accordance with the following procedures. A Person entitled Party entitled, or seeking to assert rights, to indemnification under this Article VI VIII (an "Indemnified Party"AIndemnified Party@) shall give prompt written notification to the Person Party from whom indemnification is sought (the "“Indemnifying Party"”) of the commencement of any action, suit or proceeding relating to a Third Party third-party claim for which indemnification pursuant to this Article VIII 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 in this Section 6.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give notice)sought. Within fourteen (14) 15 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, suit or proceeding or claim with counsel reasonably satisfactory to the Indemnified Party, provided that (i) the Indemnifying Party may only assume control of such defense if it acknowledges in writing to the Indemnified Party that any damages, fines, costs or other liabilities that may be assessed against the Indemnified Party in connection with such action, suit or proceeding constitute Damages for which the Indemnified Party shall be entitled to indemnification pursuant to this Article VIII, (ii) the Indemnifying Party conducts the defense of the action, suit, proceeding or claim in good faith and in a commercially reasonable manner, (iii) the Indemnifying Party may not assume control of the defense of a suit or proceeding in which equitable relief is sought against the Indemnified Party and (iv) the Indemnifying Party may not assume control of the defense of a suit or proceeding in which the amount of Damages sought exceeds the maximum amount recoverable by the Indemnified Party from the Indemnifying Party pursuant to the limitations contained in Section 9.1. 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 verifiable costs, including attorney fees, incurred by the Indemnified Party in defending itself within thirty (30) days after receipt of any invoice therefor from the Indemnified Partydefense. The Party or Parties not controlling such defense may participate therein at its or their own expense; provided that, that if the Indemnifying Party assumes control of such defense and the Indemnified Party in good faith concludes, based on advice from counsel, reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such action, suit, proceeding suit or claimproceeding, the Indemnifying Party shall be responsible for the reasonable and verifiable fees and expenses of one counsel to the Indemnified Party in connection therewitheach jurisdiction shall be considered Damages for purposes of this Agreement. The Party or Parties controlling such defense shall keep the other Party or Parties advised of the status of such action, suit, suit or proceeding or claim and the defense thereof and shall consider in good faith recommendations made by the other Party or Parties with respect thereto. The non-controlling Party or Parties shall furnish the controlling Party or Parties with such information as it may have with respect to such action, suit or proceeding (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the controlling Party or Parties in the defense of such action, suit or proceeding. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, such action, suit, suit or proceeding or claim without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, delayed withheld or conditioneddelayed. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from such action, suit, suit or 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 shall not be unreasonably withheld or delayed.

Claims for Indemnification. A Person entitled to Whenever any claim shall arise for -------------------------- indemnification under this Article VI Section 2, the IP Buyer or the US Buyer, on the one hand, or the Company, on the other hand (an the party seeking such indemnification, the "Indemnified Party") ), shall give prompt written notification to promptly notify the Person other party or parties hereto (the party or parties from whom indemnification is sought (sought, the "Indemnifying Party"), and such Indemnifying Party's counsel pursuant to the IP Purchase Agreement or the US Purchase Agreement, as applicable, in writing (the "Indemnification Notice") of the commencement claim, which writing shall include the facts constituting the basis for such claim, the specific section of any actionthe IP Purchase Agreement or the US Purchase Agreement, suit or proceeding relating to a Third Party as applicable, upon which the claim for which indemnification may be sought oris based and an estimate, if earlierpossible, upon of the assertion amount of damages suffered by the Indemnified Party. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party (a "Third Party Claim"), the Indemnification Notice shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom and shall attach all correspondence and demands from such third party. In the event that any claim for indemnification involves a matter other than a Third Party Claim, the Indemnifying Party shall have thirty (30) days from receipt of the Indemnification Notice to object to such claim by delivery of a written notice of such objection to the Indemnified Party specifying in reasonable detail the basis for such objection. Failure to timely object shall constitute a final and binding acceptance of the claim for indemnification by the Indemnifying Party and the claim shall be paid in accordance with Section 2.5 hereof. The Indemnified Party shall not settle or compromise any Third Party Claim for which it being understood and agreedis 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 the failure by an Indemnified Party to give notice of a Third-Party claim as provided in this Section 6.3 shall not relieve and 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 shall not have taken control of such failure to give notice). Within fourteen suit within twenty (1420) 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 defensenotification thereof, the Indemnified Party shall control (until such defense and, without limiting the Indemnifying Party's indemnification obligations, the Indemnifying Party shall reimburse the Indemnified Party for all reasonable and verifiable costs, including attorney fees, incurred by the Indemnified Party in defending itself within thirty (30) 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 time as the Indemnifying Party assumes control of the defense) have the right to settle or compromise such defense and the Indemnified Party in good faith concludes, based claim on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect commercially reasonable terms upon giving notice 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 status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not agree to any so long as such settlement of such action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include includes a complete and unconditional full release of the Indemnified Indemnifying Party from all liability with respect thereto, that imposes any liability or obligation on the Indemnified such Third Party or that acknowledges fault by the Indemnified Party without the prior written consent of the Indemnified PartyClaim.