Common use of Indemnification Notice Clause in Contracts

Indemnification Notice. In the event that: (i) an event occurs which gives a Person a right to indemnification hereunder; or (ii) any third party claim is asserted against a Person with respect to which such Person is entitled to indemnification hereunder, such Person (the “Indemnified Party”) shall, within sixty (60) days of the later of the occurrence of the event giving rise to the claim or the date that the indemnified party learned of such claim (provided, however, that if a claim arises by virtue of litigation, then in no event less than ten (10) days prior to the date in which an appearance or answer is due, whichever is earlier), notify the Person obligated to indemnify it (the “Indemnifying Party”) of such claim by delivery of a written notice describing the claim and indicating the basis for indemnification hereunder. The Indemnifying Party shall have the right, upon written notice to the Indemnified Party within ten (10) days after receipt from the Indemnified Party of notice of such claim, to conduct at its expenses the defense against such claim in its own name, or if necessary in the name of the Indemnified Party. In the event that the Indemnifying Party fails to give such notice, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party shall have the right to conduct such defense and, only with the prior consent of the Indemnifying Party which shall not be unreasonably withheld, to compromise and settle the claim. In the event that the Indemnifying Party does elect to conduct the defense of the subject claim, the Indemnified Party shall cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested by it, all at the expense of the Indemnifying Party and the Indemnified Party shall have the right at its expense to participate in the defense, provided that the Indemnified Party will have the right to compromise and settle the claim only with the prior written consent of the Indemnifying Party. Any settlement to which the Indemnifying Party shall have consented in writing shall conclusively be deemed to be an obligation with respect to which the Indemnified Party is entitled to indemnification hereunder.

Indemnification Notice. In the event that: (i) an event occurs which gives a Person a right to indemnification hereunder; or (ii) any third Each party claim is asserted against a Person with respect to which such Person is entitled to indemnification hereunder, such Person under this Section 5 (the “"Indemnified Party”") shall, within sixty (60) days of the later of the occurrence of the event giving rise shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the date that Indemnifying Party, who shall conduct the indemnified party learned defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense; provided, however, that if a claim arises by virtue of litigation, then in no event less than ten (10) days prior to the date in which an appearance or answer is due, whichever is earlier), notify the Person obligated to indemnify it (the “Indemnifying Party”) of such claim by delivery of a written notice describing the claim and indicating the basis for indemnification hereunder. The Indemnifying Party shall have the right, upon written notice to the Indemnified Party within ten (10together with all other Indemnified Parties which may be represented without conflict by one counsel) days after receipt from the Indemnified Party of notice of such claim, to conduct at its expenses the defense against such claim in its own name, or if necessary in the name of the Indemnified Party. In the event that the Indemnifying Party fails to give such notice, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party shall have the right to conduct such defense andretain one separate counsel, only with the prior consent reasonable fees and expenses of such counsel to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party which would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding. The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5 unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party (not to be unreasonably withheld), consent to compromise and settle entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the claim. In giving by the event that the Indemnifying Party does elect claimant or plaintiff to conduct the defense of the subject claim, the such Indemnified Party shall cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested by it, of a release from all at the expense of the Indemnifying Party and the Indemnified Party shall have the right at its expense to participate liability in the defense, provided that the Indemnified Party will have the right to compromise and settle the claim only with the prior written consent of the Indemnifying Party. Any settlement to which the Indemnifying Party shall have consented in writing shall conclusively be deemed to be an obligation with respect to which the Indemnified Party is entitled to indemnification hereundersuch claim or litigation.

Indemnification Notice. In the event that: (i) an event occurs which gives a Promptly after receipt by any Person a right to indemnification hereunder; or (ii) any third party claim is asserted against a Person with respect to which such Person is entitled to seek indemnification hereunder, such Person pursuant to Sections 3.1 or 3.2 (the an “Indemnified Party”) of notice of the commencement of any action (including any governmental action), such Indemnified Party shall, within sixty (60) days of the later of the occurrence of the event giving rise to the claim or the date that the indemnified party learned of such claim (provided, however, that if a claim arises by virtue of litigation, then in no event less than ten respect thereof is to be made against any party hereto required to provide indemnification pursuant to Sections 3.1 or 3.2 (10) days prior to the date in which an appearance or answer is due, whichever is earlier), notify the Person obligated to indemnify it (the “Indemnifying Party”) of such claim by delivery of ), deliver to the Indemnifying Party a written notice describing the claim and indicating the basis for indemnification hereunder. The Indemnifying Party shall have the right, upon written notice to the Indemnified Party within ten (10) days after receipt from the Indemnified Party of notice of such claim, to conduct at its expenses the defense against such claim in its own name, or if necessary in the name of the Indemnified Party. In the event that commencement thereof and the Indemnifying Party fails to give such notice, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party shall have the right to conduct such defense participate in and, only with to the prior consent of extent the Indemnifying Party which shall not be unreasonably withheldso desires, jointly with any other Indemnifying Party similarly noticed, to compromise assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an Indemnified Party (together with all other Indemnified Parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and settle expenses to be paid by the claim. In Indemnifying Party, if representation of such Indemnified Party by the event that counsel retained by the Indemnifying Party does elect would be inappropriate due to conduct the defense of the subject claim, the actual or potential differing interests between such Indemnified Party shall cooperate with and make available any other party represented by such counsel in such proceeding. The failure to deliver written notice to the Indemnifying Party within a reasonable time of the commencement of any such assistance and materials as may be reasonably requested by itaction, all at if prejudicial to its ability to defend such action, shall relieve such Indemnifying Party of any liability to the expense of Indemnified Party under this Section 3, but the omission to deliver written notice to the Indemnifying Party and the will not relieve it of any liability that it may have to any Indemnified Party shall have the right at its expense to participate in the defense, provided that the Indemnified Party will have the right to compromise and settle the claim only with the prior written consent of the Indemnifying Party. Any settlement to which the Indemnifying Party shall have consented in writing shall conclusively be deemed to be an obligation with respect to which the Indemnified Party is entitled to indemnification hereunderotherwise than under this Section 3.

Indemnification Notice. In Promptly after receipt by an indemnified party of notice of the event that: commencement of any action (iincluding any governmental action) an event occurs for which gives a Person a right to indemnification hereunder; or (ii) any third party claim is asserted against a Person with respect to which such Person is may be entitled to indemnification hereunder, such Person (indemnified party will, if a claim in respect thereof is to be made against any indemnifying party, give the “Indemnified Party”) shall, within sixty (60) days indemnifying party notice of the later of commencement thereof. The indemnifying party shall have the occurrence of the event giving rise right to participate in such action and, to the claim or extent the date that indemnifying party so desires, participate jointly with any other indemnifying party to which notice has been given, and to assume the indemnified party learned of such claim (defense thereof with counsel reasonably mutually satisfactory to the parties; provided, however, that if a claim arises an indemnified party (together with all other indemnified parties that may be represented without conflict by virtue of litigation, then in no event less than ten (10one counsel) days prior to the date in which an appearance or answer is due, whichever is earlier), notify the Person obligated to indemnify it (the “Indemnifying Party”) of such claim by delivery of a written notice describing the claim and indicating the basis for indemnification hereunder. The Indemnifying Party shall have the right, upon written notice to the Indemnified Party within ten (10) days after receipt from the Indemnified Party of notice of such claim, to conduct at its expenses the defense against such claim in its own name, or if necessary in the name of the Indemnified Party. In the event that the Indemnifying Party fails to give such notice, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party shall have the right to conduct such defense andretain one separate counsel, only with the prior consent reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such action. The failure to give notice to the indemnifying party within a reasonable time of the Indemnifying Party which shall commencement of any such action will not be unreasonably withheld, to compromise and settle the claim. In the event that the Indemnifying Party does elect to conduct the defense relieve such indemnifying party of the subject claim, the Indemnified Party shall cooperate with and make available any liability to the Indemnifying Party indemnified party, except to the extent, and only to the extent, that such assistance failure actually and materials materially prejudices the indemnifying party’s ability to defend such action. The failure to give notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than as may be reasonably requested by it, all at the expense of the Indemnifying Party and the Indemnified Party shall have the right at its expense to participate in the defense, provided that the Indemnified Party will have the right to compromise and settle the claim only with the prior written consent of the Indemnifying Party. Any settlement to which the Indemnifying Party shall have consented in writing shall conclusively be deemed to be an obligation with respect to which the Indemnified Party is entitled to indemnification hereunderherein.

Indemnification Notice. In the event that: (i) an event occurs which gives a Person a right to indemnification hereunder; or (ii) that any third party claim is asserted against a Person with respect to which such Person is entitled to indemnification hereunder, such Person (the “"Indemnified Party”") shall, within sixty (60) 60 days of the later of the occurrence of the event giving rise to the claim or the date that the indemnified party Indemnified Party learned of such claim (provided, however, that if a claim arises by virtue of litigation, then in no event less than ten (10) 10 days prior to the date in which an appearance or answer is due, whichever is earlier), notify the Person obligated to indemnify it (the “"Indemnifying Party”") of such claim by delivery of a written notice describing the claim and indicating the basis for indemnification hereunder; provided that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party shall have the right, upon written notice to the Indemnified Party within ten (10) 10 days after receipt from the Indemnified Party of notice of such claim, to conduct at its expenses expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party. In the event that the Indemnifying Party fails to give such notice, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party shall have the right to conduct such defense and, only with the prior consent of the Indemnifying Party which shall not be unreasonably withheld, to compromise and settle the claim. In the event that the Indemnifying Party does elect to conduct the defense of the subject claim, the Indemnified Party indemnified party shall cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested by it, all at the expense of the Indemnifying Party and the Indemnified Party shall have the right at its expense to participate in the defense, provided that the Indemnified Party will have the right to compromise and settle the claim only with the prior written consent of the Indemnifying Party. Any settlement to which the Indemnifying Party shall have consented in writing shall conclusively be deemed to be an obligation with respect to which the Indemnified Party is entitled to indemnification hereunder.

Indemnification Notice. In the event that: (i) an event occurs which gives a Person a right to indemnification hereunder; or (ii) any third Each party claim is asserted against a Person with respect to which such Person is entitled to indemnification hereunder, such Person under this Section 5 (the “"Indemnified Party”") shall, within sixty (60) days of the later of the occurrence of the event giving rise shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that 7 - REGISTRATION RIGHTS AGREEMENT PDX/112816/141153/DLH/1395262.1 counsel for the date that Indemnifying Party, who shall conduct the indemnified party learned defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense; provided, however, that if a claim arises by virtue of litigation, then in no event less than ten (10) days prior to the date in which an appearance or answer is due, whichever is earlier), notify the Person obligated to indemnify it (the “Indemnifying Party”) of such claim by delivery of a written notice describing the claim and indicating the basis for indemnification hereunder. The Indemnifying Party shall have the right, upon written notice to the Indemnified Party within ten (10together with all other Indemnified Parties which may be represented without conflict by one counsel) days after receipt from the Indemnified Party of notice of such claim, to conduct at its expenses the defense against such claim in its own name, or if necessary in the name of the Indemnified Party. In the event that the Indemnifying Party fails to give such notice, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party shall have the right to conduct such defense andretain one separate counsel, only with the prior consent reasonable fees and expenses of such counsel to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party which would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding. The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5 unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party (not to be unreasonably withheld), consent to compromise and settle entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the claim. In giving by the event that the Indemnifying Party does elect claimant or plaintiff to conduct the defense of the subject claim, the such Indemnified Party shall cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested by it, of a release from all at the expense of the Indemnifying Party and the Indemnified Party shall have the right at its expense to participate liability in the defense, provided that the Indemnified Party will have the right to compromise and settle the claim only with the prior written consent of the Indemnifying Party. Any settlement to which the Indemnifying Party shall have consented in writing shall conclusively be deemed to be an obligation with respect to which the Indemnified Party is entitled to indemnification hereundersuch claim or litigation.

Indemnification Notice. In the event that: that (i) an event occurs which gives a Person person or entity a right to indemnification hereunder; hereunder or (ii) any third party claim is asserted against a Person person or entity with respect to which such Person person or entity is entitled to indemnification hereunder, such Person person or entity (the “"Indemnified Party”") shall, within sixty (60) 60 days of the later of the occurrence of the event giving rise to the claim or the date that the indemnified party learned of such claim (provided, however, that if a claim arises by virtue of litigation, then in no event less than ten (10) 10 days prior to the date in which an appearance or answer is due, whichever is earlier), notify the Person person or entity obligated to indemnify it (the “"Indemnifying Party”") of such claim by delivery of a written notice describing the claim and indicating the basis for indemnification hereunder. The Indemnifying Party shall will have the right, upon written notice to the Indemnified Party within ten (10) 10 days after receipt from the Indemnified Party of notice of such claim, to conduct at its expenses expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party. In the event that the Indemnifying Party fails to give such notice, it shall will be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party shall will have the right to conduct such defense and, only with the prior consent of the Indemnifying Party which shall will not be unreasonably withheld, to compromise and settle the claim. In the event that the Indemnifying Party does elect to conduct the defense of the subject claim, the Indemnified Party shall cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested by it, all at the expense of the Indemnifying Party and the Indemnified Party shall will have the right at its expense to participate in the defense, provided that the Indemnified Party will have the right to compromise and settle the claim only with the prior written consent of the Indemnifying Party. Any settlement to which the Indemnifying Party shall have has consented in writing shall will conclusively be deemed to be an obligation with respect to which the Indemnified Party is entitled to indemnification hereunder.

Indemnification Notice. In the event that: (i) an event occurs which gives a Promptly after receipt by any Person a right to indemnification hereunder; or (ii) any third party claim is asserted against a Person with respect to which such Person is entitled to seek indemnification hereunder, such Person pursuant to Section 6.1 or 6.2 (the an “Indemnified Party”) of notice of the commencement of any action (including any governmental action), such Indemnified Party shall, within sixty (60) days of the later of the occurrence of the event giving rise to the claim or the date that the indemnified party learned of such claim (provided, however, that if a claim arises by virtue of litigation, then in no event less than ten respect thereof is to be made against any Party required to provide indemnification pursuant to Section 6.1 or 6.2 (10) days prior to the date in which an appearance or answer is due, whichever is earlier), notify the Person obligated to indemnify it (the “Indemnifying Party”) of such claim by delivery of ), deliver to the Indemnifying Party a written notice describing the claim and indicating the basis for indemnification hereunder. The Indemnifying Party shall have the right, upon written notice to the Indemnified Party within ten (10) days after receipt from the Indemnified Party of notice of such claim, to conduct at its expenses the defense against such claim in its own name, or if necessary in the name of the Indemnified Party. In the event that commencement thereof and the Indemnifying Party fails to give such notice, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party shall have the right to conduct such defense participate in and, only with to the prior consent of extent the Indemnifying Party which shall not be unreasonably withheldso desires, jointly with any other Indemnifying Party similarly noticed, to compromise assume the defense thereof with counsel mutually satisfactory to the Parties; provided, however, that an Indemnified Party (together with all other Indemnified Parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and settle expenses to be paid by the claim. In Indemnifying Party, if representation of such Indemnified Party by the event that counsel retained by the Indemnifying Party does elect would be inappropriate due to conduct the defense of the subject claim, the actual or potential differing interests between such Indemnified Party shall cooperate with and make available any other party represented by such counsel in such proceeding. The failure to deliver written notice to the Indemnifying Party within a reasonable time of the commencement of any such assistance and materials as may be reasonably requested by itaction, all at if prejudicial to its ability to defend such action, shall relieve such Indemnifying Party of any liability to the expense of Indemnified Party under this Section 6, but the omission to deliver written notice to the Indemnifying Party and the will not relieve it of any liability that it may have to any Indemnified Party shall have the right at its expense to participate in the defense, provided that the Indemnified Party will have the right to compromise and settle the claim only with the prior written consent of the Indemnifying Party. Any settlement to which the Indemnifying Party shall have consented in writing shall conclusively be deemed to be an obligation with respect to which the Indemnified Party is entitled to indemnification hereunderotherwise than under this Section 6.

Indemnification Notice. In the event that: (i) an event occurs which gives a Promptly after receipt by any Person a right to indemnification hereunder; or (ii) any third party claim is asserted against a Person with respect to which such Person is entitled to seek indemnification hereunder, such Person pursuant to Sections 3.1 or 3.2 (the an “Indemnified Party”) of notice of the commencement of any action (including any governmental action), such Indemnified Party shall, within sixty (60) days of the later of the occurrence of the event giving rise to the claim or the date that the indemnified party learned of such claim (provided, however, that if a claim arises by virtue of litigation, then in no event less than ten respect thereof is to be made against any party hereto required to provide indemnification pursuant to Sections 3.1 or 3.2 (10) days prior to the date in which an appearance or answer is due, whichever is earlier), notify the Person obligated to indemnify it (the “Indemnifying Party”) of such claim by delivery of ), deliver to the Indemnifying Party a written notice describing the claim and indicating the basis for indemnification hereunder. The Indemnifying Party shall have the right, upon written notice to the Indemnified Party within ten (10) days after receipt from the Indemnified Party of notice of such claim, to conduct at its expenses the defense against such claim in its own name, or if necessary in the name of the Indemnified Party. In the event that commencement thereof and the Indemnifying Party fails to give such notice, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party shall have the right to conduct such defense participate in and, only with to the prior consent of extent the Indemnifying Party which shall not be unreasonably withheldso desires, jointly with any other Indemnifying Party similarly noticed, to compromise assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an Indemnified Party (together with all other Indemnified Parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and settle expenses to be paid by the claim. In Indemnifying Party, if representation of such Indemnified Party by the event that counsel retained by the Indemnifying Party does elect would be inappropriate due to conduct the defense of the subject claim, the actual or potential differing interests between such Indemnified Party shall cooperate with and make available any other party represented by such counsel in such proceeding. The failure to deliver written notice to the Indemnifying Party within a reasonable time of the commencement of any such assistance and materials as may be reasonably requested by itaction, all at if prejudicial to its ability to defend such action, shall relieve such Indemnifying Party of any liability to the expense of Indemnified Party under this Section 3, but the omission to deliver written notice to the Indemnifying Party and the will not relieve it of any liability that it may have to any Indemnified Party shall have the right at its expense to participate in the defense, provided that the Indemnified Party will have the right to compromise and settle the claim only with the prior written consent of the Indemnifying Party. Any settlement to which the Indemnifying Party shall have consented in writing shall conclusively be deemed to be an obligation with respect to which the Indemnified Party is entitled to indemnification hereunderotherwise than under this Section 3.

Indemnification Notice. In the event that: (i) an event occurs Promptly upon obtaining knowledge of any claim, event, facts or demand which gives rise to, or could reasonably be expected to give rise to, a Person claim for indemnification hereunder (including in the case of a right claim pursuant to Section 12.01 or 12.02 any claim which is not payable due to the limitations set forth in Section 12.03(b) hereof), any Party seeking indemnification hereunder; or under this Article XII (ii) any third party claim is asserted against a Person with respect to which such Person is entitled to indemnification hereunder, such Person (the an “Indemnified Party”) shall, within sixty (60) days of the later of the occurrence of the event giving rise to the claim or the date that the indemnified party learned shall give written notice of such claim or demand (provided, however, that if a claim arises by virtue “Notice of litigation, then in no event less than ten (10Claim”) days prior to the date in Party from which indemnification is sought (an appearance or answer is due, whichever is earlier), notify the Person obligated to indemnify it (the “Indemnifying Party”) ), setting forth the amount of such claim by delivery of a written notice describing the claim and indicating the basis for indemnification hereunderclaim. The Indemnifying Indemnified Party shall furnish to the Indemnifying Party, in reasonable detail, such information as it may have with respect to such indemnification claim (including copies of any summons, complaint or other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the rightsame). Subject to Section 12.03(a), upon written notice to no failure or delay by the Indemnified Party within ten (10) days after receipt from in the performance of the foregoing shall reduce or otherwise affect the obligation of any Indemnifying Party to indemnify, defend and hold the Indemnified Party of notice of harmless, except to the extent that such claim, to conduct at its expenses the defense against such claim in its own name, failure or if necessary in the name of the Indemnified Party. In the event that the Indemnifying Party fails to give such notice, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party delay shall have the right to conduct such defense and, only with the prior consent of the Indemnifying Party which shall not be unreasonably withheld, to compromise and settle the claim. In the event that the Indemnifying Party does elect to conduct the defense of the subject claim, the Indemnified Party shall cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested by it, all at the expense of the Indemnifying Party and the Indemnified Party shall have the right at its expense to participate in the defense, provided that the Indemnified Party will have the right to compromise and settle the claim only with the prior written consent of adversely affected the Indemnifying Party. Any settlement ’s ability to which the Indemnifying Party shall have consented in writing shall conclusively be deemed to be an obligation with respect to defend against, settle or satisfy any loss, damage or expense for which the Indemnified Party is entitled to indemnification hereunder.

Indemnification Notice. In The party (the event that: (i"Indemnified Party") an event occurs ---------------------- which gives a Person a right to indemnification hereunder; or (ii) any third party claim is asserted against a Person with respect to which such Person is may be entitled to indemnification indemnity hereunder shall give prompt notice to the party obligated to give indemnity hereunder (the "Indemnifying Party") of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder. Any failure on the part of any Indemnified Party to give the notice described in this Section 6.4.1 shall relieve the Indemnifying Party of its obligations under this Article 6 only to the extent that such Indemnifying Party has been prejudiced by the lack of timely and adequate notice. Parent or the Company shall have the obligation to assume the defense or settlement of any third-party claim, suit, action or proceeding in respect of which indemnity may be sought hereunder, such Person provided that (a) the “Indemnified Party”) shall, within sixty (60) days of the later of the occurrence of the event giving rise to the claim or the date that the indemnified party learned of such claim (provided, however, that if a claim arises by virtue of litigation, then in no event less than ten (10) days prior to the date in which an appearance or answer is due, whichever is earlier), notify the Person obligated to indemnify it (the “Indemnifying Party”) of such claim by delivery of a written notice describing the claim and indicating the basis for indemnification hereunder. The Indemnifying Party shall at all times have the right, upon written notice at its option, to participate fully therein, and (b) if the Indemnified Party Parent or the Company does not proceed diligently to defend the third-party claim, suit action or proceeding within ten (10) days after receipt from the Indemnified Party of notice of such third-party claim, to conduct at its expenses the defense against such claim in its own namesuit, action or if necessary in the name of the Indemnified Party. In the event that proceeding, the Indemnifying Party fails to give such notice, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party shall have the right right, but not the obligation, to conduct undertake the defense of any such defense andthird-party claim, only with the prior consent of the suit, action or proceeding. The Indemnifying Party which shall not be unreasonably withheld, required to compromise and settle the claim. In the event that the Indemnifying Party does elect to conduct the defense of the subject claim, indemnify the Indemnified Party shall cooperate with and make available respect to any amounts paid in settlement of any third-party suit, action, proceeding or investigation entered into without the Indemnifying Party such assistance and materials as may be reasonably requested by it, all at the expense of the Indemnifying Party and the Indemnified Party shall have the right at its expense to participate in the defense, provided that the Indemnified Party will have the right to compromise and settle the claim only with the prior written consent of the Indemnifying Party. Any ; provided, however, that if the Indemnified Party is a Parent Indemnified Party, such third-party suit, action, proceeding or investigation may be settled without the consent of the Indemnifying Party on ten (10) days' prior written notice to the Indemnifying Party if such third-party suit, action, proceeding or investigation is then unreasonably interfering with the business or operations of the Company or any Company Subsidiary and the settlement is commercially reasonable under the circumstances; and provided further, that if the Indemnifying Party gives ten (10) days' prior written notice to the Indemnified Party of a settlement offer which the Indemnifying Party desires to accept and to pay all Losses with respect thereto ("Settlement Notice") and the Indemnified Party fails or refuses to consent to such settlement within ten (10) days after delivery of the Settlement Notice to the Indemnified Party, and such settlement otherwise complies with the provisions of this Section 6.4.1, the Indemnifying Party shall have consented not be liable for Losses arising from such third-party suit, action, proceeding or investigation in writing shall conclusively be deemed excess of the amount proposed in such settlement offer. Notwithstanding the foregoing, no Indemnifying Party will consent to be an the entry of any judgment or enter into any settlement without the consent of the Indemnified Party, if such judgment or settlement imposes any obligation or liability upon the Indemnified Party other than the execution, delivery or approval thereof and customary releases of claims with respect to which the subject matter thereof. The parties shall cooperate in defending any such third-party suit, action, proceeding or investigation, and the defending party shall have reasonable access to the books and records, and personnel in the possession or control of the Indemnified Party is entitled which are pertinent to indemnification hereunderthe defense. The parties agree that the Indemnified Party may join the Indemnifying Party in any suit, action, claim or proceeding brought by a third party, as to which any right of indemnity created by this Agreement would or might apply, for the purpose of enforcing any right of the indemnity granted to such Indemnified Party pursuant to this Agreement.

Indemnification Notice. In the event that: (i) an event occurs which gives a Person a right to indemnification hereunder; or (ii) any third Each party claim is asserted against a Person with respect to which such Person is entitled to indemnification hereunder, such Person under this Section 5 (the “"Indemnified Party”") shall, within sixty (60) days of the later of the occurrence of the event giving rise shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the date that Indemnifying Party, who shall conduct the indemnified party learned defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense; provided, however, that if a claim arises by virtue of litigation, then in no event less than ten (10) days prior to the date in which an appearance or answer is due, whichever is earlier), notify the Person obligated to indemnify it (the “Indemnifying Party”) of such claim by delivery of a written notice describing the claim and indicating the basis for indemnification hereunder. The Indemnifying Party shall have the right, upon written notice to the Indemnified Party within ten (10together with all other Indemnified Parties which may be represented without conflict by one counsel) days after receipt from the Indemnified Party of notice of such claim, to conduct at its expenses the defense against such claim in its own name, or if necessary in the name of the Indemnified Party. In the event that the Indemnifying Party fails to give such notice, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party shall have the right to conduct such defense andretain one separate counsel, only with the prior consent reasonable fees and expenses of such counsel to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party which would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding. The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5 unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party (not to be unreasonably withheld), consent to compromise and settle entry of any judgment or enter into any settlement which 7 - REGISTRATION RIGHTS AGREEMENT PDX/112816/141153/DLH/1397940.1 does not include as an unconditional term thereof the claim. In giving by the event that the Indemnifying Party does elect claimant or plaintiff to conduct the defense of the subject claim, the such Indemnified Party shall cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested by it, of a release from all at the expense of the Indemnifying Party and the Indemnified Party shall have the right at its expense to participate liability in the defense, provided that the Indemnified Party will have the right to compromise and settle the claim only with the prior written consent of the Indemnifying Party. Any settlement to which the Indemnifying Party shall have consented in writing shall conclusively be deemed to be an obligation with respect to which the Indemnified Party is entitled to indemnification hereundersuch claim or litigation.

Indemnification Notice. In the event that: If any civil, criminal, administrative or investigative action or proceeding (ieach, a “Claim”) an event occurs which gives a Person a right to indemnification hereunder; or (ii) is commenced against any third party claim is asserted against a Person with respect to which such Person is Party entitled to indemnification hereunder, such Person indemnifications hereunder (the an “Indemnified Party”) shall), within sixty (60) days of the later of the occurrence of the event giving rise written notice thereof shall be given to the claim or the date party that the indemnified party learned of such claim (provided, however, that if a claim arises by virtue of litigation, then in no event less than ten (10) days prior to the date in which an appearance or answer is due, whichever is earlier), notify the Person obligated to indemnify it provide indemnification (the “Indemnifying Party”) of as promptly as practicable but in any event within thirty (30) days. After such claim by delivery of notice, if the Indemnifying Party shall acknowledge in writing to such Indemnified Party that this Agreement applies with respect to such Claim, then the Indemnifying Party shall be entitled, if it so elects, in a written notice describing the claim and indicating the basis for indemnification hereunder. The Indemnifying Party shall have the right, upon written notice delivered to the Indemnified Party within ten (10) not less than 10 days after receipt from prior to the date on which a response to such Claim is due, to take control of the defense and investigation of such Claim and to employ and engage attorneys of its choice to handle and defend the same, at the Indemnifying Party’s sole cost and expense. The Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party and its attorneys in the investigation, trial and defense of such Claim and any appeal arising there from; provided, however, that the Indemnified Party of notice may, at its own cost and expense, participate, through its attorneys or otherwise, in such investigation, trial and defense of such claim, to conduct at its expenses Claim and any appeal arising there from. No settlement of a Claim that involves a remedy other than the defense against such claim in its own name, or if necessary in payment of money by the name Indemnifying Party shall be entered into without the consent of the Indemnified Party. In the event that After written notice by the Indemnifying Party fails to give such notice, it shall be deemed the Indemnified Party of its election to have elected not to conduct assume full control of the defense of any such Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses incurred thereafter by such Indemnified Party in connection with the defense of that Claim. If the Indemnifying Party does not assume full control over the defense of a Claim subject claimto such defense as provided hereunder, the Indemnifying Party may participate in such defense, at its sole cost and expense, and in such event the Indemnified Party shall have the right to conduct defend the Claim in such defense andmanner as it may deem appropriate, only with the prior consent of the Indemnifying Party which shall not be unreasonably withheld, to compromise and settle the claim. In the event that the Indemnifying Party does elect to conduct the defense of the subject claim, the Indemnified Party shall cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested by it, all at the cost and expense of the Indemnifying Party and the Indemnified Party shall have the right at its expense to participate in the defense, provided that the Indemnified Party will have the right to compromise and settle the claim only with the prior written consent of the Indemnifying Party. Any settlement to which the Indemnifying Party shall have consented in writing shall conclusively be deemed to be an obligation with respect to which the Indemnified Party is entitled to indemnification hereunder.

Indemnification Notice. In The Indemnifying Party shall have no obligation to hold harmless or indemnify the event thatIndemnified Party or any of its Affiliates for any claim under Section 10.2.1 (a “Indemnified Claim”) unless the Indemnified Party: (ia) an event occurs reasonably promptly notifies the Indemnifying Party in writing of the Indemnified Claim; provided that the Indemnified Party’s failure to give such reasonably prompt written notice to the Indemnifying Party shall not limit the Indemnified Party’s rights under this Section 10.2 except to the extent the Indemnifying Party’s defense of such Indemnified Claim is materially prejudiced by such failure; (b) allows the Indemnifying Party to have sole control of the defense and settlement of the Indemnified Claim using legal counsel approved by the Indemnified Party, which gives a Person a right to indemnification hereunderapproval shall not be unreasonably withheld or delayed; and (c) at the Indemnifying Party’s expense, reasonably cooperates with the Indemnifying Party, and provides the Indemnifying Party with reasonable assistance and complete information in its possession or (ii) any third party claim is asserted against a Person control, with respect to which such Person is entitled to indemnification hereunder, such Person (the “Indemnified Party”) shall, within sixty (60) days of the later of the occurrence of the event giving rise to the claim or the date that the indemnified party learned of such claim (provided, however, that if a claim arises by virtue of litigation, then in no event less than ten (10) days prior to the date in which an appearance or answer is due, whichever is earlier), notify the Person obligated to indemnify it (the “Indemnifying Party”) of such claim by delivery of a written notice describing the claim and indicating the basis for indemnification hereunderClaim. The Indemnifying Party shall have the rightnot, upon written notice to the Indemnified Party within ten (10) days after receipt from the Indemnified Party of notice of such claim, to conduct at its expenses the defense against such claim in its own name, or if necessary in the name of without the Indemnified Party. In the event that the Indemnifying Party fails to give such notice, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party shall have the right to conduct such defense and, only with the ’s prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheldwithheld or delayed), settle or otherwise consent to compromise and settle an adverse judgment in such Indemnified Claim if the claim. In the event that the Indemnifying Party does elect to conduct the defense of the subject claim, the Indemnified Party shall cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested by it, all at the expense of the Indemnifying Party and the Indemnified Party shall have the right at its expense to participate in the defense, provided same: (i) requires that the Indemnified Party will have or any of its Affiliates make any payment or bear any other obligations (beyond those required under this Agreement); (ii) includes any admission of wrongdoing or liability on the right to compromise and settle the claim only with the prior written consent part of the Indemnifying Party. Any settlement to which the Indemnifying Party shall have consented in writing shall conclusively be deemed to be an obligation with respect to which the Indemnified Party is entitled to indemnification hereunder.or any of its Affiliates; (iii) includes any manner of injunctive or other equitable relief; or (iv) materially diminishes any rights or interest of the

Indemnification Notice. (a) In the event that: that (i) an event occurs which gives a Person a right to indemnification hereunder; hereunder or (ii) any third party claim is asserted against a Person with respect to which such Person is entitled to indemnification hereunder, such Person (the “Indemnified Party”"indemnified party") shall, within sixty (60) 60 days of the later of the occurrence of the event giving rise to the claim or the date that the indemnified party learned of such claim (provided, however, that if a claim arises by virtue of litigation, then in no event less than ten (10) 10 days prior to the date in which an appearance or answer is due, whichever is earlier), notify the Person obligated to indemnify it (the “Indemnifying Party”"indemnifying party") of such claim by delivery of a written notice describing the claim and indicating the basis for indemnification hereunder. The Indemnifying Party indemnifying party shall have the right, upon written notice to the Indemnified Party indemnified party within ten (10) 10 days after receipt from the Indemnified Party indemnified party of notice of such claim, to conduct at its expenses expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Partyindemnified party. In the event that the Indemnifying Party indemnifying party fails to give such notice, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party indemnifying led party shall have the right to conduct such defense and, only with the prior written consent of the Indemnifying Party indemnifying party which shall not be unreasonably withheld, to compromise and settle the claim. In the event that the Indemnifying Party indemnifying party does elect to conduct the defense of the subject claim, the Indemnified Party indemnifying party shall cooperate with and make available to the Indemnifying Party indemnifying party such assistance and materials as may be reasonably requested by it, all at the expense of the Indemnifying Party indemnifying party and the Indemnified Party indemnified party shall have the right at its expense to participate in the defense, provided that the Indemnified Party indemnified party will have the right to compromise and settle the claim only with the prior written consent of the Indemnifying Partyindemnifying party, which consent shall not be unreasonably withheld. Any settlement to which the Indemnifying Party indemnifying party shall have consented in writing shall conclusively be deemed to be an obligation with respect to which the Indemnified Party indemnified party is entitled to indemnification hereunder.

Indemnification Notice. In (a) If CMI or the event that: Sellers’ Representative, on behalf of the Sellers, as the case may be (i) an event occurs which gives a Person a right to indemnification hereunder; or (ii) any third party claim is asserted against a Person with respect to which such Person is entitled to indemnification hereunderas applicable, such Person (the “Indemnified Party“) believes that it has a claim under this Agreement for Losses (a “Claim”), the Indemnified Party shall so notify the indemnifying party (“Indemnifying Party“) shallin writing (the “Claim Notice“), within sixty which Claim Notice shall include (60i) days a description of the later type and basis of such Claim and (ii) a good faith estimate of the occurrence amount of Losses in connection therewith to the extent known or reasonably determinable (the “Indemnity Claim Amount“). If CMI believes it has a Claim against the Sellers (as a group) pursuant to Section 9.1(a), the Sellers’ Representative shall act on behalf of the event giving rise Sellers (subject to the claim or the date that the indemnified party learned of such claim (provided, however, that if a claim arises by virtue of litigation, then in no event less than ten (10Section 11.10(c)) days prior to the date in which an appearance or answer is due, whichever is earlier), notify the Person obligated to indemnify it (and shall be the “Indemnifying Party”” for purposes of this Article 9 (provided, that notwithstanding anything herein to the contrary, each Seller shall be responsible for its Seller Proportionate Shares of any applicable Loss with respect to such Claim). If CMI believes it has a Claim against one or more specific Sellers pursuant to Section 9.1(c), each such Seller shall be an “Indemnifying Party” for purposes of this Article 9. A Claim Notice with respect to a Claim for breach or inaccuracy of any representation and warranty, or for a breach of any covenant or agreement, must be made prior to the expiration of the applicable survival period set forth in Section 9.2. Within thirty (30) days of receipt of the Claim Notice (the “Objection Period“), the Indemnifying Party may object (a “Claim Objection“) to any matter, including the basis and amount of such claim Claim, set forth in such Claim Notice by delivery of a written notice describing the claim and indicating the basis for indemnification hereunder. The Indemnifying Party shall have the right, upon written notice delivering to the Indemnified Party within ten (10) days after receipt from written notice setting forth such objections in reasonable detail. If the Indemnified Party of notice of such claimdoes not receive a Claim Objection within the Objection Period, to conduct at its expenses the defense against such claim in its own name, or if necessary in the name of the Indemnified Party. In the event that then the Indemnifying Party fails to give such notice, it shall be deemed to have elected not acknowledged and agreed with the correctness of such Indemnity Claim Amount for the full amount thereof and shall thereafter be precluded from disputing such Indemnity Claim Amount. The Claim Objection shall set forth (i) in reasonable detail the reasons for the objection to conduct the defense Claim, and (ii) the amount of the subject claimIndemnity Claim Amount which is disputed, and in such event to the Indemnified Party shall have the right to conduct such defense and, only with the prior consent of extent known or reasonably determinable. If the Indemnifying Party which shall not be unreasonably withheld, delivers a timely Claim Objection to compromise and settle the claim. In the event that the Indemnifying Party does elect to conduct the defense of the subject claiman Indemnified Party, the Indemnified Party shall cooperate with and make available not be entitled to the Indemnifying Party recoupment for such assistance and materials as Claim under Section 9.5 until such Claim is finally resolved by (x) a court of competent jurisdiction from which no appeal may be reasonably requested by it, all at taken or (y) the expense written agreement of the Indemnifying Indemnified Party and the Indemnified Party shall have Indemnifying resolving such dispute (such final determination by a court of competent jurisdiction or written agreement being a “Final Determination”) setting forth the right at its expense to participate in the defenseamount, provided that the Indemnified Party will have the right to compromise and settle the claim only with the prior written consent of the Indemnifying Party. Any settlement to which the Indemnifying Party shall have consented in writing shall conclusively be deemed to be an obligation with respect to if any, which the Indemnified Party is entitled to indemnification hereunderreceive (such amount, the “Final Indemnity Claim Amount”).