Common use of Notification of Claims Clause in Contracts

Notification of Claims. Promptly after receipt by a Person entitled to indemnification pursuant to Section 2.8 (an “Indemnified Party”) hereunder of written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 2.8, such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided that the failure of the Indemnified Party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 2.8, except to the extent that the indemnifying party is prejudiced in any material respect by such failure to give notice. In case any such action or proceeding is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Party shall have the right to assume or continue its own defense and the indemnifying party shall be liable for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect to Seller Indemnified Parties, be approved by the majority of the participating Holders in the registration in respect of which such indemnification is sought), the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation and shall have no liability for any settlement made by the Indemnified Party without the consent of the indemnifying party, such consent not to be unreasonably withheld. No indemnifying party will settle any action or proceeding or consent to the entry of any judgment without the prior written consent of the Indemnified Party, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such Indemnified Party from all liability in respect of such action or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying party.

Notification of Claims. Promptly after receipt by a Person entitled to indemnification pursuant to Section 2.8 In the event of the occurrence of an event which Licensee or Licensor (an “the "Indemnified Party”"), as the case may be, asserts constitutes a claim under Section 9.2, the Indemnified Party shall provide prompt notice of such event to Licensor, in the case of Licensee as the Indemnified Party, or to Licensee, in the case of Licensor as the Indemnified Party (the "Indemnifying Party"), and shall otherwise make available to the Indemnifying Party all relevant information which is material to the claim. Failure to give timely notice or to furnish the Indemnifying Party with any relevant data and documents in connection with any claim shall not constitute a defense (in part or in whole) hereunder to any claim for indemnification by the Indemnified Party, unless, and only to the extent that, such failure results in any material prejudice to the Indemnifying Party. The Indemnifying Party may elect, at its own expense, to assume exclusive control of the defense of such claim, if the Indemnifying Party gives written notice of its intention to do so no later than thirty (30) days following notice of such claim by the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 2.8, such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of or such action or proceeding; provided shorter time period as required so that the failure interests of the Indemnified Party would not be materially prejudiced as a result of the failure to give notice as have received such notice; provided herein that, (i) the Indemnifying Party shall obtain the consent of the Indemnified Party (which consent shall not relieve be unreasonably withheld or delayed) before entering into any settlement, adjustment or compromise of such claims, or ceasing to defend against such claims, if as a result thereof, or pursuant thereto, there would be imposed on the indemnifying party Indemnified Party any material liability or obligation not covered by the indemnity obligations of its obligations the Indemnifying Party under this Section 2.8Agreement (including, without limitation, any injunctive relief or other remedy), except with respect to a settlement adjustment or compromise which results solely in a monetary liability and (ii) if the extent Indemnified Party shall have reasonably concluded that the indemnifying party separate counsel is prejudiced in any material respect by such failure to give notice. In case any such action or proceeding is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, required because a conflict of interest between such indemnified and indemnifying parties may exist in respect of such action or proceeding (in which case would otherwise exist, the Indemnified Party shall have the right to assume or continue its own defense and the indemnifying party shall be liable for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of select separate counsel for all Indemnified Parties in each jurisdiction who shall, with respect to Seller Indemnified Parties, be approved by the majority of the participating Holders in the registration in respect of which such indemnification is sought), the indemnifying party will be entitled to participate in and to assume the defense thereof (of such action on its behalf, at its expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation and shall have no liability for any settlement made by the Indemnified Party without the consent of the indemnifying party, such consent not to be unreasonably withheld. No indemnifying party will settle any action or proceeding or consent to the entry of any judgment without the prior written consent expense of the Indemnified Party, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such Indemnified Party from all liability in respect of such action or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying party.

Notification of Claims. Promptly after receipt by a Person entitled For the purpose of this Section 5.2, the term "Indemnifying Party" shall mean the party having an obligation hereunder to indemnification pursuant to Section 2.8 (an “Indemnified Party”) hereunder of written notice of indemnify the commencement of any action other party or proceeding with respect to which a claim for indemnification may be made parties pursuant to this Section 2.85.2, such and the term "Indemnified Party" shall mean the party having the right to be indemnified pursuant to this Section 5.2. Whenever any claim shall arise for indemnification under this Section 5.2, the Indemnified Party will, if a claim shall promptly notify the Indemnifying Party in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement writing of such action or proceeding; provided that claim and, promptly after becoming known, the failure of facts constituting the basis for such claim (in reasonable detail). Failure by the Indemnified Party to give notice as provided herein so notify the Indemnifying Party shall not relieve the indemnifying party Indemnifying Party of its obligations under this Section 2.8, except any liability hereunder unless and only to the extent that the indemnifying party is prejudiced in any material respect by such failure to give noticeprejudices the Indemnifying Party. In case any such action or proceeding is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Party shall have the right to assume or continue its own defense and the indemnifying party shall be liable for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of counsel for all The WorldCom Indemnified Parties in each jurisdiction who shall, with respect to Seller Indemnified Parties, be approved by the majority of the participating Holders in the registration in respect of which such indemnification is sought), the indemnifying party will shall not be entitled to participate indemnification under Section 5.2(a)(iv) and the AOL Indemnified Parties shall not be entitled to indemnification under Section 5.2(b)(iii) unless, prior to March 15, 1999, a WorldCom Indemnified Party has notified AOL, or an AOL Indemnified Party has notified WorldCom, as the case may be, in writing in reasonable detail of the existence of any Losses and Expenses that may reasonably be expected to assume give rise to any such indemnification obligation. Notwithstanding any provision herein to the defense thereof (at its expense)contrary, jointly with any other indemnifying party similarly notified claim for indemnification related to or arising out of any ANS Tax matter set forth in Section 6.2(a) and Section 6.2(b) shall be governed solely by Section 6.2 hereof, any claim for indemnification related to or arising out of any CompuServe Tax matter incorporated based on Sections 9.2(a) and 9.2(b) to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not incorporated by reference herein by Section 4.8 shall be liable to such Indemnified Party for any legal or other expenses subsequently incurred governed by the latter same procedures as set forth in connection with the defense thereof other than reasonable costs of investigation and shall have no liability for any settlement made by the Indemnified Party without the consent Section 9.2 of the indemnifying partyCompuServe Agreement, such consent not to be unreasonably withheld. No indemnifying party will settle any action or proceeding or consent to the entry of any judgment without the prior written consent of the Indemnified Party, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such Indemnified Party from all liability in respect of such action or proceeding substituting WorldCom for Block and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations AOL for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying partyWorldCom.

Notification of Claims. Promptly after receipt by a (a) A Person that may be entitled to indemnification pursuant to Section 2.8 be indemnified under this ARTICLE X (an the “Indemnified Party”) hereunder of written notice of shall promptly notify the commencement party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any action claim in respect of which indemnity may be sought under this ARTICLE X, including any pending or proceeding threatened claim or demand by a third party that the Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this ARTICLE X (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party whether by litigation, arbitration or otherwise) (each, a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to which a claim for indemnification may be made pursuant to this Section 2.8, such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement subject matter of such action claim or proceedingdemand; provided provided, however, that the failure of the Indemnified Party to give provide such notice as provided herein shall not relieve release the indemnifying party Indemnifying Party from any of its obligations under this Section 2.8, ARTICLE X except to the extent that the indemnifying party is prejudiced in any material respect by such failure materially prejudices the defense of such claim by the Indemnifying Party. Any indemnifiable claim that is not a Third Party Claim shall be asserted by written notice to give noticethe Indemnifying Party. In The parties agree that (i) in this ARTICLE X they intend to shorten (in the case any such action or proceeding is brought against an Indemnified Party, unless of the limited survival periods specified in such Indemnified Party’s reasonable judgment, based upon advice Section 10.01) and lengthen (in the case of counsel, a conflict the indefinite survival periods specified in Section 10.01) (as the case may be) the applicable statute of interest between such indemnified and indemnifying parties may exist limitations period with respect to certain claims; (ii) notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of any applicable survival period specified in Section 10.01 for such action representation or proceeding warranty; and (iii) any claims for indemnification under this ARTICLE X for which notice is not timely delivered in which case the Indemnified Party accordance with this Section 10.04(a) shall be expressly barred and are hereby waived; provided, further, that if, prior to such applicable date, a party hereto shall have notified the right to assume other party hereto in accordance with the requirements of this Section 10.04(a) of a claim for indemnification under this ARTICLE X (whether or continue its own defense and the indemnifying party not formal legal action shall be liable for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect to Seller Indemnified Parties, be approved by the majority of the participating Holders in the registration in respect of which have been commenced based upon such indemnification is soughtclaim), the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation and claim shall have no liability for any settlement made by the Indemnified Party without the consent of the indemnifying party, such consent not continue to be unreasonably withheld. No indemnifying party will settle any action or proceeding or consent subject to indemnification in accordance with this ARTICLE X notwithstanding the entry of any judgment without the prior written consent of the Indemnified Party, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such Indemnified Party from all liability in respect passing of such action or proceeding applicable date until such time as such claim is fully and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying partyfinally resolved.

Notification of Claims. Promptly after receipt by a Person Any party entitled to indemnification pursuant to Section 2.8 7.1 hereof (each, an “"Indemnified Party”") hereunder of written shall (i) provide the Company, BarMedit and BarMedit Sub with prompt notice of all third party actions, suits, proceedings, claims, demands or assessments subject to the commencement indemnification provisions of this Article VII (collectively, "Third Party Claims") brought at any action time following the Closing Date, and (ii) provide the Company, BarMedit and BarMedit Sub with notice of all other claims or proceeding with respect to which a claim demands for indemnification may be made pursuant to the provisions of this Section 2.8Article VII; provided, such Indemnified Party willhowever, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided that the failure to provide timely notice shall not affect the indemnification obligations of the Company, BarMedit or BarMedit Sub except to the extent they shall have been materially prejudiced as a result of such failure. In the case of a Third Party Claim, the Indemnified Party shall make available to the Company, BarMedit and BarMedit Sub all relevant information material to the defense of such claim. The Company shall have the right to control the defense of all Third Party Claims with counsel reasonably acceptable to the Indemnified Party, subject to the Indemnified Party's right to participate in the defense; provided, that the Indemnified Party may control such defense at the Company's expense in the event (i) of a failure by the Company to assume control of the defense of any Third Party Claim within five days after the Company is notified of such Third Party Claim, (ii) that the defense of the Indemnified Party by the Company would be inappropriate due to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 2.8, except to the extent that the indemnifying party is prejudiced in any material respect by such failure to give notice. In case any such action actual or proceeding is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict potential conflicts of interest between such indemnified Indemnified Party and indemnifying parties any other party represented by such counsel in such proceeding, or (c) the actual or potential defendants in, or targets of, any such action include both the Indemnified Party and the Company, and the Indemnified Party reasonably determines that there may exist be legal defenses available to such Indemnified Party which are different from or in respect addition to those available to the Company. Notwithstanding any assumption of such action or proceeding (in which case defense and without limiting the indemnification obligations provided for under this Article VII, the Indemnified Party shall have the right to assume elect to join or continue its own defense and the indemnifying party shall be liable for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect to Seller Indemnified Parties, be approved by the majority of the participating Holders participate in the registration in respect defense of which such indemnification is sought), the indemnifying party will be entitled to participate in and to assume the defense thereof any Third Party Claim (at its expensesole expense if the Company is permitted to assume and continue control of the defense and has elected to do so and otherwise at the expense of the Company), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not no claim shall be liable to such Indemnified Party for any legal settled or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation and shall have no liability for any settlement made by the Indemnified Party compromised without the consent of the indemnifying party, such consent not to be unreasonably withheld. No indemnifying party will settle any action or proceeding or consent to the entry of any judgment without the prior written consent of the Indemnified Party, unless such settlement which consent shall not be unreasonably withheld or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such Indemnified Party from all liability in respect of such action or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying partydelayed.

Notification of Claims. Promptly after receipt by a Person entitled to indemnification pursuant to Section 2.8 2.7 (an “Indemnified Party”) hereunder of written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 2.82.7, such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided provided, that the failure of the Indemnified Party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 2.82.7, except to the extent that the indemnifying party is actively prejudiced in any material respect by such failure to give notice. In case any such action or proceeding is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Party shall have the right to assume or continue its own defense and the indemnifying party shall be liable for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect to Seller Indemnified Parties, be approved by the majority of the participating Holders in the registration in respect of which such indemnification is sought)therefor, the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation and shall have no liability for any settlement made by the Indemnified Party without the consent of the indemnifying party, such consent not to be unreasonably withheld. No indemnifying party will settle any action or proceeding or consent to the entry of any judgment without the prior written consent of the Indemnified Party, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a an unconditional release to such Indemnified Party from all liability in respect of such action or proceeding and proceeding, (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunderhereunder and (iii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of such Indemnified Party. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying partyparty (which consent shall not be unreasonably withheld or delayed).

Notification of Claims. Promptly after receipt by The Parties covenant and agree that if one of the Parties (as the Indemnified Party) receives a Person entitled demand or claim or receives notice of action, proceeding or investigation having been commenced or threatened to indemnification be commenced (a “Claim”) that may result in the Indemnified Party claiming indemnity from the other Party (as the Indemnifying Party pursuant to Section 2.8 (an “11.1), then the Indemnified Party”) hereunder of Party shall promptly give written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 2.8, such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice Claim to the latter of the commencement of such action or proceeding; provided that the Indemnifying Party. Provided however, a failure of the Indemnified Party to give notice as provided herein shall notify the Indemnifying Party will not relieve the indemnifying party of its obligations under this Section 2.8, except Indemnifying Party from any liability that the Indemnifying Party may have to the extent that the indemnifying party is prejudiced in any material respect by Indemnified Party unless such failure to give noticenotify prejudices the Indemnifying Party’s ability to defend the Claim, or (ii) notice is given after the expiry of the one hundred and eighty (180) days period following the date when the notifiable facts were discovered or should have reasonably been discovered. In case any such action Upon receipt of notice of the Claim, the Indemnifying Party may elect to resist, compromise, settle or proceeding is brought against an defend the Claim. If the Indemnifying Party elects to resist, compromise, settle or defend the Claim, the Indemnifying Party shall notify the Indemnified Party in that regard and upon so notifying the Indemnified Party, unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified the Indemnifying Party and indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Party shall have consult and cooperate in resisting, compromising, settling, or defending the right to assume or continue its own defense and the indemnifying party shall be liable for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect to Seller Indemnified Parties, be approved by the majority of the participating Holders in the registration in respect of which such indemnification is sought)Claim. Provided however, the indemnifying party will be entitled to participate in and to assume Indemnifying Party shall control the defense thereof (at its expense), jointly with settling or defending of any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will Claim but shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation and shall have no liability for any settlement made by the Indemnified Party without the consent of the indemnifying party, such consent not to be unreasonably withheld. No indemnifying party will settle any action or proceeding or consent to the entry of any judgment Claim without the prior written consent of the Indemnified Party, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release consent not to such be unreasonably withheld. The Indemnified Party from all liability shall have the right to participate in respect the defense of any suit to which it is a party without relieving the Indemnifying Party of its obligations hereunder, except that such action participation shall be at the Indemnified Party’s own expense. If the Indemnifying Party elects not to resist, compromise, settle or proceeding defend the (between JCP and (iiDow Europe) Effective Date: June 30, 2004 Claim, or does not involve give timely notice to the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of then the imposition of financial obligations for which such Indemnified Party will shall be indemnified hereunder. An Indemnified Party may not settle entitled to deal with or defend the Claim in any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying partymanner it feels appropriate.

Notification of Claims. Promptly after receipt by a Person entitled Subject to indemnification pursuant to the provisions of Section 2.8 11.4 below, in the event of the occurrence of an event which the Parent asserts constitutes an Indemnity Claim, Parent shall provide the Representative (an “Indemnified Party”on behalf of the indemnifying parties) hereunder of with prompt written notice of such event and shall otherwise promptly make available to the commencement Representative all relevant information which is material to the claim and which is in the possession of the indemnified party. If such event involves the claim of any action or proceeding with respect to which third party (a claim for indemnification may be made pursuant to this Section 2.8"Third-Party Claim"), such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter Representative on behalf of the commencement of such action or proceeding; provided that the failure of the Indemnified Party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 2.8, except to the extent that the indemnifying party is prejudiced in any material respect by such failure to give notice. In case any such action or proceeding is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Party shall have the right to assume elect to join in the defense, settlement, adjustment or continue its own defense compromise of any such Third-Party Claim, and to employ counsel to assist the indemnifying party parties in connection with the handling of such claim, at the sole expense of the indemnifying parties, and no such claim shall be liable for any settled, adjusted or compromised, or the defense thereof terminated, without the prior consent of the indemnifying parties unless and until the indemnifying parties shall have failed, after the lapse of a reasonable expenses therefor (period of time, but in no event will bear the expenses for more than one firm 30 days after written notice to it of counsel the Third-Party Claim, to join in the defense, settlement, adjustment or compromise of the same. Parent's failure to give timely notice or to promptly furnish the Representative with any relevant data and documents in connection with any Third-Party Claim shall not constitute a defense (in part or in whole) to any claim for all Indemnified Parties in each jurisdiction who shall, with respect to Seller Indemnified Parties, be approved indemnification by the majority of the participating Holders in the registration in respect of which such indemnification is sought)indemnifying parties, the indemnifying party will be entitled to participate in except and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified only to the extent that it may wish, with counsel reasonably satisfactory such failure shall result in any material prejudice to such Indemnified Party, and after notice from the indemnifying party to parties. If so desired by any indemnifying parties, such Indemnified Party of its election so parties may elect, at such parties' sole expense, to assume control of the defense thereofdefense, settlement, adjustment or compromise of any Third-Party Claim, insofar as such claim relates to the liability of the indemnifying party will not be liable to parties, provided that such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation and indemnifying parties shall have no liability for any settlement made by the Indemnified Party without obtain the consent of Parent before entering into any settlement, adjustment or compromise of such claim, or ceasing to defend against such claim. In connection with any Third-Party Claim, the indemnified party, or the indemnifying party, parties if they have assumed the defense of such consent not to be unreasonably withheld. No indemnifying party will settle any action or proceeding or consent claim pursuant to the entry of any judgment without preceding sentence, shall diligently pursue the prior written consent of the Indemnified Party, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such Indemnified Party from all liability in respect defense of such action or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Third-Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying partyClaim.

Notification of Claims. Promptly after receipt by a Person entitled to indemnification pursuant to Section 2.8 5.8 (an “Indemnified Party”) hereunder of written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 2.85.8, such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided that the failure of the Indemnified Party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 2.85.8, except to the extent that the indemnifying party is prejudiced in any material respect by such failure to give notice. In case any such action or proceeding is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Party shall have the right to assume or continue its own defense and the indemnifying party shall be liable for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect to Seller Indemnified Parties, be approved by the majority of the participating Holders in the registration in respect of which such indemnification is sought), the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation and shall have no liability for any settlement made by the Indemnified Party without the consent of the indemnifying party, such consent not to be unreasonably withheld. No indemnifying party will settle any action or proceeding or consent to the entry of any judgment without the prior written consent of the Indemnified Party, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such Indemnified Party from all liability in respect of such action or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying party.

Notification of Claims. Promptly after receipt by In the event of the occurrence of an event which a Person entitled to indemnification pursuant to Section 2.8 Licensee Party or a Licensor Party (an “the "Indemnified Party”"), as the case may be, asserts constitutes a claim, the Indemnified Party shall provide prompt notice of such event to Licensor, in the case of Licensee as the Indemnified Party, or to Licensee, in the case of Licensor as the Indemnified Party (the -58- 64 "Indemnifying Party"), and shall otherwise make available to the Indemnifying Party all relevant information which is material to the claim. Failure to give timely notice or to furnish the Indemnifying Party with any relevant data and documents in connection with any claim shall not constitute a defense (in part or in whole) hereunder to any claim for indemnification by the Indemnified Party, unless, and only to the extent that, such failure results in any material prejudice to the Indemnifying Party. The Indemnifying Party may elect, at its own expense, to assume exclusive control of the defense of such claim, if the Indemnifying Party gives written notice of its intention to do so no later than thirty (30) days following notice of such claim by the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 2.8, such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of or such action or proceeding; provided shorter time period as required so that the failure interests of the Indemnified Party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 2.8, except to the extent that the indemnifying party is prejudiced in any material respect by such failure to give notice. In case any such action or proceeding is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Party shall have the right to assume or continue its own defense and the indemnifying party shall be liable for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect to Seller Indemnified Parties, be approved by the majority of the participating Holders in the registration in respect of which such indemnification is sought), the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will would not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation and shall have no liability for any settlement made by the Indemnified Party without the consent of the indemnifying party, such consent not to be unreasonably withheld. No indemnifying party will settle any action or proceeding or consent to the entry of any judgment without the prior written consent of the Indemnified Party, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such Indemnified Party from all liability in respect of such action or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than materially prejudiced as a result of the imposition of financial obligations for which failure to have received such Indemnified notice; provided that (i) the Indemnifying Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or shall obtain the entry of any judgment without the prior written consent of the indemnifying party.Indemnified Party (which consent shall not be unreasonably withheld or delayed) before entering into any settlement, adjustment or compromise of such claims, or ceasing to defend against such claims, if as a result thereof, or pursuant thereto, there would be imposed on the Indemnified Party any material liability or obligation not covered by the indemnity obligations of the Indemnifying Party under this Agreement (including, without limitation, any injunctive relief or other remedy), except with respect to a settlement adjustment or compromise which results solely in a

Notification of Claims. Promptly The Claimant shall as soon as possible after receipt becoming knowledgeable thereof notify the Indemnifying Party of any Claim which it discovers or of which it receives notice after the Closing and which might give rise to a Claim by it against the Indemnifying Party under this Clause 11 hereof, stating the nature, basis and (to the extent known) amount thereof. In case of any Claim or suit by a Person entitled to indemnification pursuant to Section 2.8 (an “Indemnified Party”) hereunder of written notice of the commencement of third party or by any action governmental body, or any legal, administrative or arbitration proceeding with respect to which a claim for indemnification the Indemnifying Party may be made pursuant to have liability under the indemnity contained in this Section 2.8Clause 11, such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided that the failure of the Indemnified Party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 2.8, except to the extent that the indemnifying party is prejudiced in any material respect by such failure to give notice. In case any such action or proceeding is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Indemnifying Party shall have the right to assume or continue its own defense and the indemnifying party shall be liable for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect to Seller Indemnified Parties, be approved by the majority of the participating Holders in the registration in respect of which such indemnification is sought), the indemnifying party will be entitled to participate in therein, and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, with legal counsel reasonably satisfactory to the Claimant. The parties will render to each other such Indemnified Partyassistance as may reasonably be required of each other in order to ensure proper and adequate defense of any such suit, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party claim or proceeding. The Claimant will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation and shall have no liability for make any settlement made by of any claim which might give rise to liability of the Indemnified Indemnifying Party under the indemnities contained in this Clause 11 without the written consent of the indemnifying partyIndemnifying Party, such which consent shall not to be unreasonably withheld. No indemnifying party will settle any action If the Indemnifying Party shall desire to effect a bona fide compromise or proceeding or consent to the entry settlement of any judgment without the prior written consent of the Indemnified Partysuch suit, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such Indemnified Party from all liability in respect of such action claim, or proceeding and (ii) does not involve the imposition of equitable remedies Claimant shall unreasonably refuse to consent to such compromise or settlement, then the imposition of any obligations on Indemnifying Party's liability under this Clause 11 with respect to such Indemnified Party and does not otherwise adversely affect such Indemnified Partysuit, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action claim or proceeding shall be limited to the amount so offered in compromise or settlement together with all legal and other expenses which may have been incurred prior to the entry of date on which the Claimant refused to consent to such compromise or settlement. In all events, the Claimant shall assign or caused to be assigned to the Indemnifying Party all right, title and interest in any judgment without Claim against others, which is indemnified by the prior written consent of the indemnifying partyIndemnifying Party hereunder.

Notification of Claims. Promptly after receipt by a Person entitled Subject to indemnification pursuant to the provisions of Section 2.8 (12.3 below, in the event of the occurrence of an “Indemnified Party”) hereunder of event which the Parent asserts constitutes an Indemnity Claim, Parent shall provide the Equityholders with prompt written notice of such event and shall otherwise promptly make available to the commencement Equityholders all relevant information which is material to the claim and which is in the possession of the indemnified party. If such event involves the claim of any action or proceeding with respect to which third party (a claim for indemnification may be made pursuant to this Section 2.8"Third-Party Claim"), such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided that the failure of the Indemnified Party to give notice Equityholders as provided herein shall not relieve the indemnifying party of its obligations under this Section 2.8, except to the extent that the indemnifying party is prejudiced in any material respect by such failure to give notice. In case any such action or proceeding is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Party shall have the right to assume or continue its own defense and the indemnifying party shall be liable for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect elect to Seller Indemnified Parties, be approved by the majority of the participating Holders join in the registration in respect defense, settlement, adjustment or compromise of which any such indemnification is sought)Third-Party Claim, the indemnifying party will be entitled and, if they so elect to participate in control such defense, settlement, adjustment or compromise, and to assume the defense thereof (at its expense), jointly with any other employ counsel to assist such indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter parties in connection with the defense thereof other than reasonable costs handling of investigation and such claim, at the sole expense of the indemnifying parties, in the case of the Equityholders as the indemnifying parties, to be paid from amounts held in escrow by the Escrow Agent in accordance with the terms of the Escrow Agreement. Unless the Equityholder elect to assume such defense, settlement, adjustment or compromise, Parent shall have the right to settle any such Third-Party Claim; provided, however, that Parent may not effect the settlement, adjustment or compromise of any such Third-Party Claim without the written consent of the Equityholders, which consent shall not be unreasonably withheld. In the event that the Equityholders have consented in writing to any such settlement, adjustment or compromise, the Equityholders shall have no liability power or authority to object to the amount of any claim by Parent against the escrow for indemnity with respect to such settlement, adjustment or compromise. The Equityholders shall have the right to settle, adjust, or compromise any settlement made ThirdParty Claim, the defense of which is controlled by the Indemnified Equityholders, using amounts held in escrow; provided, however, that, unless the settlement, adjustment or compromise involves no more than the payment of an amount that is less than the amount of funds then remaining in the escrow and provides for the unconditional release of Parent, the Company and their respective affiliates, the Equityholders may not effect the settlement, adjustment, compromise or satisfaction of any such Third-Party Claim without the consent of the indemnifying partyParent, such which consent shall not to be unreasonably withheld. No indemnifying party will settle Parent's failure to give timely notice or to promptly furnish the Representative with any action relevant data and documents in connection with any Third-Party Claim shall not constitute a defense (in part or proceeding or consent in whole) to any claim for indemnification by such party, except and only to the entry of extent that such failure shall result in any judgment without the prior written consent of the Indemnified Party, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release prejudice to such Indemnified Party from all liability in respect of such action or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying party. In connection with any Third-Party Claim, the indemnified party, or the indemnifying party if it has assumed the defense of such claim pursuant to the preceding sentence, shall diligently pursue the defense of such Third-Party Claim.

Notification of Claims. Promptly after receipt by a Person entitled to indemnification pursuant to Section 2.8 (an “Indemnified Party”) hereunder of written notice In the event of the commencement occurrence of any action event which any party asserts constitutes a Buyer Indemnity Claim or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 2.8Seller Indemnity Claim, such Indemnified Party willas applicable, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided that the failure of the Indemnified Party to give notice as provided herein indemnified party shall not relieve provide the indemnifying party with prompt notice of its obligations under this Section 2.8such event, except including, without limitation, any facts and circumstances which give rise to the extent that such claim, and shall otherwise make available to the indemnifying party all relevant information which is prejudiced material to the claim and which is in the possession of the indemnified party. If such event involves the claim of any material respect by such failure to give notice. In case any such action or proceeding is brought against an Indemnified Partythird party (a "Third-Party Claim"), unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and the indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Party party shall have the right to assume elect to join in the defense, settlement, adjustment or continue its own defense compromise of any such Third-Party Claim, and the to employ counsel to assist such indemnifying party shall be liable for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect to Seller Indemnified Parties, be approved by the majority of the participating Holders in the registration in respect of which such indemnification is sought), the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs handling of investigation and shall have no liability for any settlement made by such claim, at the Indemnified Party without the consent sole expense of the indemnifying party, and no such consent not to claim shall be unreasonably withheld. No indemnifying party will settle any action settled, adjusted or proceeding compromised, or consent to the entry of any judgment defense thereof terminated, without the prior written consent of the Indemnified Party, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such Indemnified Party from all liability in respect of such action or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying party unless and until the indemnifying party shall have failed, after the lapse of a reasonable period of time, but in no event more than 30 days after written notice to it of the Third-Party Claim, to join in the defense, settlement, adjustment or compromise of the same. An indemnified party's failure within a reasonable time to give notice or to furnish the indemnifying party with any relevant data and documents in its possession in connection with any Third-Party Claim shall not constitute a defense (in part or in whole) to any claim for indemnification by such party, except and only to the extent that such failure shall result in any material prejudice to the indemnifying party. If so desired by any indemnifying party, such party may elect, at such party's sole expense, to assume control of the * Text omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. defense, settlement, adjustment or compromise of any Third-Party Claim, insofar as the claim relates to the liability of the indemnifying party, provided that such indemnifying party shall obtain the consent of all indemnified parties before entering into any settlement, adjustment and compromise of such claim, or ceasing to defend against such claim, if as a result thereof, or pursuant thereto, there would be imposed on an indemnified party any liability or obligation not covered by the indemnification obligations of the indemnifying party under this Agreement (including, without limitation, any injunctive relief or other remedy). If Buyer has not received a written notice from Seller disputing Buyer's Buyer Indemnity Claim within ninety (90) days after Buyer's submission of a notice of such claim to Seller, then Buyer may provide a further notice sent to Seller by registered or certified mail to the effect that Seller has not disputed such claim and that Buyer intends to submit a Settlement Notice (as defined in the Escrow Agreement) based on Seller having been deemed to have consented to such claim and the computation thereof, as applicable. If Seller does not within thirty (30) days after receipt of such latter notice dispute in writing the Buyer Indemnity Claim by notice to Buyer and Escrow Agent, then Seller shall be deemed to have consented to such claim and, to the extent set forth in Buyer's notices, the computation thereof.

Notification of Claims. Promptly after receipt by The Parties covenant and agree that if one of the Parties (as the Indemnified Party) receives a Person entitled demand or claim or receives notice of action, proceeding or investigation having been commenced or threatened to indemnification be commenced (a “Claim”) that may result in the Indemnified Party claiming indemnity from the other Party (as the Indemnifying Party pursuant to Section 2.8 (an “11.1), then the Indemnified Party”) hereunder of Party shall promptly give written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 2.8, such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice Claim to the latter of the commencement of such action or proceeding; provided that the Indemnifying Party. Provided however, a failure of the Indemnified Party to give notice as provided herein shall notify the Indemnifying Party will not relieve the indemnifying party of its obligations under this Section 2.8, except Indemnifying Party from any liability that the Indemnifying Party may have to the extent that the indemnifying party is prejudiced in any material respect by Indemnified Party unless such failure to give noticenotify prejudices the Indemnifying Party’s ability to defend the Claim, or (ii) notice is given after the expiry of the one hundred and eighty (180) days period following the date when the notifiable facts were discovered or should have reasonably been discovered. In case any such action Upon receipt of notice of the Claim, the Indemnifying Party may elect to resist, compromise, settle or proceeding is brought against an defend the Claim. If the Indemnifying Party elects to resist, compromise, settle or defend the Claim, the Indemnifying Party shall notify the Indemnified Party in that regard and upon so notifying the Indemnified Party, unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified the Indemnifying Party and indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Party shall have consult and cooperate in resisting, compromising, settling, or defending the right to assume or continue its own defense and the indemnifying party shall be liable for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect to Seller Indemnified Parties, be approved by the majority of the participating Holders in the registration in respect of which such indemnification is sought)Claim. Provided however, the indemnifying party will be entitled to participate in and to assume Indemnifying Party shall control the defense thereof (at its expense), jointly with settling or defending of any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will Claim but shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation and shall have no liability for any settlement made by the Indemnified Party without the consent of the indemnifying party, such consent not to be unreasonably withheld. No indemnifying party will settle any action or proceeding or consent to the entry of any judgment Claim without the prior written consent of the Indemnified Party, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release consent not to such be unreasonably withheld. The Indemnified Party from all liability shall have the right to participate in respect the defense of any suit to which it is a party without relieving the Indemnifying Party of its obligations hereunder, except that such action participation shall be at the Indemnified Party’s own expense. If the Indemnifying Party elects not to resist, compromise, settle or proceeding and (ii) defend the Claim, or does not involve give timely notice to the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of then the imposition of financial obligations for which such Indemnified Party will shall be indemnified hereunderentitled to deal with or defend the Claim in any manner it feels appropriate. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying party.(between JCP and Dow Europe) Effective Date: June 30, 2004 Project Confidential Evaluation Material

Notification of Claims. Promptly after the receipt by of notice of any third party claim (a Person "Third Party Claim") made against a party who is entitled to indemnification pursuant to Section 2.8 indemnity here under (an “the "Indemnified Party”"), the Indemnified Party shall notify the party from whom indemnity may be sought hereunder (the "Indemnifying Party") hereunder of written notice in writing of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 2.8, such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement receipt of such action or proceeding; provided that the failure claim. The omission of the Indemnified Party to give notice as provided herein so notify the Indemnifying Party of any such claim shall not relieve the indemnifying party Indemnifying Party from any liability in respect of its obligations under this Section 2.8such claim which it may have to the Indemnified Party, except but only to the extent that the indemnifying party is prejudiced in any material respect Indemnifying Party was injured by such failure to give notice. In case any such action or proceeding is brought against an the Indemnified Party, unless in such 's omission to so notify the Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified . The Indemnifying Party shall have the right right, upon written notice to assume or continue its own defense and the indemnifying party shall be liable for any reasonable expenses therefor Indemnified Party delivered within 15 days after receipt of notice from the Indemnified Party of a Third Party Claim (but in no event will bear such 15 day period, the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect to Seller Indemnified Parties, be approved by the majority of the participating Holders in the registration in respect of which such indemnification is sought"Notice Period"), the indemnifying party will be entitled to participate in and to assume the defense thereof (of the Third Party Claim at its expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, expense with counsel reasonably satisfactory to such Indemnified Party, and after notice from of its choice. If the indemnifying party fails to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation and shall have no liability for any settlement made by notify the Indemnified Party without within the consent of Notice Period that the indemnifying partyIndemnifying Party desires to defend the Third Party Claim, or if the Indemnifying Party gives such consent not notice but fails to be unreasonably withheld. No indemnifying party will prosecute vigorously and diligently or settle any action or proceeding or consent to the entry of any judgment without Third Party Claim, then the prior written consent of the Indemnified Party, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such Indemnified Party from all liability in respect of such action or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or have the entry of any judgment without right to defend, at the prior written consent sole cost and expense of the indemnifying Indemnifying Party, the Third Party Claim by all appropriate proceedings. The party defending a Third Party Claim will have full control of such defense and proceedings, including any compromise of settlement thereof; provided, however, that if requested by the defending party, the non-defending party agrees, at the sole cost and expense of the defending party, to provide reasonable coopera tion with the defending party and its counsel in contesting any Third Party Claim.

Notification of Claims. Promptly after receipt by a Person entitled Subject to indemnification pursuant to the provisions of Section 2.8 (an “Indemnified Party”) hereunder of written notice 12.5, ---------------------- in the event of the commencement occurrence of an event which any action Party asserts constitutes a APF Indemnity Claim or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 2.8Stockholder Indemnity Claim, as applicable, such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided that the failure of the Indemnified Party to give notice as provided herein shall not relieve provide the indemnifying party with prompt notice of its obligations under this Section 2.8, except such event and shall otherwise make available to the extent that the indemnifying party all relevant information which is prejudiced material to the claim and which is in the possession of the indemnified party. If such event involves the claim of any material respect by such failure to give notice. In case any such action or proceeding is brought against an Indemnified Partythird party (a "Third-Party ------------ Claim"), unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and the indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Party party shall have the right to assume elect to join in the ------ defense, settlement, adjustment, or continue its own defense compromise of any such Third-Party Claim, and the to employ counsel to assist such indemnifying party shall be liable for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect to Seller Indemnified Parties, be approved by the majority of the participating Holders in the registration in respect of which such indemnification is sought), the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs handling of investigation and shall have no liability for any settlement made by such claim, at the Indemnified Party without the consent sole expense of the indemnifying party, and no such consent not to claim shall be unreasonably withheld. No indemnifying party will settle any action settled, adjusted or proceeding compromised, or consent to the entry of any judgment defense thereof terminated, without the prior written consent of the Indemnified Partyindemnifying party unless and until the indemnifying party shall have failed, after the lapse of a reasonable period of time, but in no event more than 30 days after written notice to it of the Third-Party Claim, to join in the defense, settlement, adjustment, or compromise of the same. An indemnified party's failure to give timely notice or to furnish the indemnifying party with any relevant data and documents in connection with any Third-Party Claim shall not constitute a defense (in part or in whole) to any claim for indemnification by such party, except and only to the extent that such failure shall result in any material prejudice to the indemnifying party. Any indemnifying party may elect, at such party's sole expense, to assume control of the defense, settlement, adjustment, or compromise of any Third-Party Claim, with counsel reasonably acceptable to the indemnified parties, insofar as such claim relates to the liability of the indemnifying party, provided that such indemnifying party shall obtain the consent of all indemnified parties before entering into any settlement, adjustment, or compromise of such claims, or ceasing to defend against such claims, unless such settlement or judgment (i) includes as is a cash settlement and contains an unconditional term thereof release of the giving by the claimant or plaintiff of a release to such Indemnified Party indemnified party from all liability in existing and future claims with respect to the matter being contested. In connection with any Third- Party Claim, the indemnified party, or the indemnifying party if it has assumed the defense of such action or proceeding and (ii) does not involve claim pursuant to the imposition preceding sentence, shall diligently pursue the defense of equitable remedies or the imposition of any obligations on such Indemnified Third-Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying partyClaim.

Notification of Claims. Promptly after receipt (a) An Indemnified Party shall promptly notify the Indemnifying Party in writing of any Claim in respect of which indemnity may be sought under this Article VIII, including any pending or threatened Claim or demand by a Person entitled third party that the Indemnified Party has determined has given or could reasonably give rise to a right of indemnification pursuant to Section 2.8 under this Agreement (an “including a pending or threatened Claim or demand asserted or unasserted, known or unknown or accrued or unaccrued, by a third party against the Indemnified Party) (each, a “Third-Party Claim”), describing in reasonable detail the facts and circumstances (to the extent known based on the then available information) hereunder of written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 2.8, such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement subject matter of such action Claim or proceedingdemand; provided provided, however, that the failure of the Indemnified Party to give provide such notice as provided herein shall not relieve release the indemnifying party Indemnifying Party from any of its obligations under this Section 2.8, Article VIII except to the extent that the indemnifying party Indemnifying Party is materially prejudiced in any material respect by such failure failure. The Parties agree that (i) in this Article VIII they intend to give notice. In shorten (in the case any such action or proceeding is brought against an Indemnified Party, unless of the limited survival periods specified in such Indemnified Party’s reasonable judgment, based upon advice Section 8.01) and lengthen (in the case of counsel, a conflict the indefinite survival periods specified in Section 8.01) (as the case may be) the applicable statute of interest between such indemnified and indemnifying parties may exist limitations period with respect to certain Claims; (ii) notices for Claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 8.01 for such action representation, warranty, covenant or proceeding agreement; and (iii) any Claims for indemnification for which notice is not timely delivered in which case the Indemnified accordance with this Section 8.03(a) shall be expressly barred and are hereby waived; provided, further that, if, prior to such applicable date, a Party shall have notified the right to assume other Party in accordance with the requirements of this Section 8.03(a) of a claim for indemnification under this Article VIII (whether or continue its own defense and the indemnifying party not formal legal action shall be liable for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect to Seller Indemnified Parties, be approved by the majority of the participating Holders in the registration in respect of which have been commenced based upon such indemnification is soughtclaim), the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation and Claim shall have no liability for any settlement made by the Indemnified Party without the consent of the indemnifying party, such consent not continue to be unreasonably withheld. No indemnifying party will settle any action or proceeding or consent subject to indemnification in accordance with this Article VIII notwithstanding the entry of any judgment without the prior written consent of the Indemnified Party, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such Indemnified Party from all liability in respect passing of such action or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying partyapplicable date.

Notification of Claims. Promptly after receipt If any matter or thing contemplated by section 12(a) of this Agreement (any such matter or thing being referred to as a Person entitled to indemnification pursuant to Section 2.8 (an “Indemnified PartyCorporation Claim”) hereunder of written notice is asserted against any one or more of the commencement Indemnified Persons, such Indemnified Person will notify the Corporation as soon as reasonably practicable in writing of the nature of such Corporation Claim and the Corporation shall be entitled (but not required) to assume the defence of any action or proceeding with respect suit brought to which a claim for indemnification enforce such Corporation Claim; provided, however, that the defence shall be conducted through legal counsel acceptable to the Indemnified Person, acting reasonably, that no settlement of any such Corporation Claim may be made pursuant to this Section 2.8, such by the Corporation or the Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give Person without the prior written notice to the latter consent of the commencement other Indemnified Persons affected and the Corporation, and none of such action the Corporation or proceeding; provided that the failure any of the Indemnified Party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 2.8, except to the extent that the indemnifying party is prejudiced in any material respect by such failure to give notice. In case any such action or proceeding is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Party shall have the right to assume or continue its own defense and the indemnifying party Persons shall be liable for any reasonable expenses therefor (but settlement of any such Corporation Claim unless it has consented in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect to Seller Indemnified Parties, be approved by the majority of the participating Holders in the registration in respect of which such indemnification is sought), the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory writing to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation and shall have no liability for any settlement made by the Indemnified Party without the consent of the indemnifying partysettlement, such consent not to be unreasonably withheld. No indemnifying party If any matter or thing contemplated by section 12(b) of this Agreement (any such matter or thing being referred to as a “Selling Shareholder Claim”) is asserted against any one or more of the Indemnified Persons, such Indemnified Person will settle notify the Selling Shareholder as soon as reasonably practicable in writing of the nature of such Selling Shareholder Claim and the Selling Shareholder shall be entitled (but not required) to assume the defence of any action or proceeding or consent suit brought to enforce such Selling Shareholder Claim; provided, however, that the defence shall be conducted through legal counsel acceptable to the entry Indemnified Person, acting reasonably, that no settlement of any judgment such Selling Shareholder Claim may be made by the Selling Shareholder or the Indemnified Person without the prior written consent of the other Indemnified PartyPersons affected and the Selling Shareholder, and none of the Selling Shareholder or any of the Indemnified Persons shall be liable for any settlement of any such Claim unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release it has consented in writing to such Indemnified Party from all liability in respect of settlement, such action or proceeding and (ii) does consent not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will to be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying partyunreasonably withheld.

Notification of Claims. Promptly after receipt by a Person entitled Subject to indemnification pursuant to Section 2.8 the provisions of this ARTICLE XII and Sections 8.3(d) and 9.2, in the event of the occurrence of an event which any party (an the “Indemnified Party”) hereunder of written asserts constitutes a Purchaser Indemnity Claim or a Seller Indemnity Claim, as applicable, such party shall provide the indemnifying party with prompt notice of such event and shall otherwise make available to the commencement of any action or proceeding indemnifying party all relevant information which is material to the claim, including information with respect to the availability of insurance coverage, and which a claim for indemnification may be made pursuant to this Section 2.8, such Indemnified Party will, if a claim is in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided that the failure possession of the Indemnified Party. If such event involves the claim of any third party (a “Third Party to give notice as provided herein shall not relieve Claim”), the indemnifying party of its obligations under this Section 2.8, except to the extent that the indemnifying party is prejudiced in any material respect by such failure to give notice. In case any such action or proceeding is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Party shall have the right to assume or continue its own defense and the indemnifying party shall be liable for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect elect to Seller Indemnified Parties, be approved by the majority of the participating Holders join in the registration in respect defense, settlement, adjustment or compromise of which any such indemnification is sought)Third Party Claim, the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified employ counsel to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to assist such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs handling of investigation and shall have no liability for any settlement made by such claim, at the Indemnified Party without the consent sole expense of the indemnifying party, and no such consent not to claim shall be unreasonably withheld. No indemnifying party will settle any action settled, adjusted or proceeding compromised, or consent to the entry of any judgment defense thereof terminated, without the prior written consent of the indemnifying party unless and until the indemnifying party shall have failed, after the lapse of a reasonable period of time, but in no event more than 30 days after written notice to it of the Third Party Claim, to join in and thereafter diligently pursue the defense, settlement, adjustment or compromise of the same. Upon receipt of written notice of any Third Party Claim, the Indemnified Party shall promptly, but in no event later than 15 days prior to the date a response or answer thereto is due (unless a response or answer is due within fewer than 15 days from the date the Indemnified Party received notice thereof and then so long as reasonably possible prior to the due date thereof), inform the indemnifying party in writing thereof. An Indemnified Party’s failure to give timely notice as provided above or to furnish the indemnifying party with any relevant data and documents in connection with any Third Party Claim shall not constitute a defense (in part or in whole) to any claim for indemnification by such party, except and only to the extent that such failure shall result in any material prejudice to the indemnifying party. Any indemnifying party may elect, at such party’s sole expense, to assume control of the defense, settlement, adjustment or compromise of any Third Party Claim, with counsel reasonably acceptable to each Indemnified Party, insofar as such claim relates to the liability of the indemnifying party, provided that such indemnifying party shall obtain the consent of all Indemnified Parties (which consent shall be deemed given if any request for consent is not responded to within ten business days) before entering into any settlement, adjustment or compromise of such claims, or ceasing to defend against such claims, if as a result thereof, or pursuant thereto, (i) there would be imposed on an Indemnified Party any liability or obligation not covered by the indemnity obligations of the indemnifying parties under this Agreement (including, without limitation, any injunctive relief or other remedy), (ii) any Indemnified Party would be required to admit any liability on the part of such Indemnified Party or (iii) the Indemnified Parties would not receive an unconditional release of all applicable indemnified claims. In connection with any Third Party Claim, the Indemnified Party, unless or the indemnifying party if it has assumed the defense of such settlement or judgment (i) includes as an unconditional term thereof claim pursuant to the giving by preceding sentence, shall diligently pursue the claimant or plaintiff defense of a release to such Third Party Claim and the Indemnified Party from all liability shall cooperate with the indemnifying party in respect of connection with such action or proceeding claim, make available personnel, witnesses, books and (ii) does not involve records relevant thereto and grant such authorizations to the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party agents, representatives and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent counsel of the indemnifying partyparty as the indemnifying party may request.

Notification of Claims. Promptly after receipt by a Person entitled Subject to indemnification pursuant to the provisions of Section 2.8 11.4 below, in the event of the occurrence of an event which the Parent asserts constitutes an Indemnity Claim, Parent shall provide the Representative (an “Indemnified Party”on behalf of the indemnifying parties) hereunder of with prompt written notice of such event and shall otherwise promptly make available to the commencement Representative all relevant information which is material to the claim and which is in the possession of the indemnified party. If such event involves the claim of any action or proceeding with respect to which third party (a claim for indemnification may be made pursuant to this Section 2.8"Third-Party Claim"), such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided that the failure of the Indemnified Party to give notice Representative as provided herein shall not relieve the indemnifying party of its obligations under this Section 2.8, except to the extent that the indemnifying party is prejudiced in any material respect by such failure to give notice. In case any such action or proceeding is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Party shall have the right to assume elect to join in the defense, settlement, adjustment or continue its own defense compromise of any such Third-Party Claim, and, if he so elects to control such defense, settlement, adjustment or compromise, and the to employ counsel to assist such indemnifying party shall be liable for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect to Seller Indemnified Parties, be approved by the majority of the participating Holders in the registration in respect of which such indemnification is sought), the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs handling of investigation and such claim, at the sole expense of the indemnifying party, to be paid from amounts held in escrow by the Escrow Agent in accordance with the terms of the Escrow Agreement. Unless the Representative elects to assume such defense, settlement, adjustment or compromise, Parent shall have the right to settle any such Third-Party Claim; PROVIDED, HOWEVER, that Parent may not effect the settlement, adjustment or compromise of any such Third-Party Claim without the written consent of the Representative, which consent shall not be unreasonably withheld. In the event that the Representative has consented in writing to any such settlement, adjustment or compromise, the Representative shall have no liability power or authority to object to the amount of any claim by Parent against the escrow for indemnity with respect to such settlement, adjustment or compromise. The Representative shall have the right to settle, adjust, or compromise any settlement made Third-Party Claim, the defense of which is controlled by the Indemnified Representative, using amounts held in escrow; PROVIDED, HOWEVER, that, unless the settlement, adjustment or compromise involves no more than the payment of an amount that is less than the amount of funds then remaining in the escrow and provides for the unconditional release of Parent, the Company and their respective affiliates, the Representative may not effect the settlement, adjustment, compromise or satisfaction of any such Third-Party Claim without the consent of the indemnifying partyParent, such which consent shall not to be unreasonably withheld. No indemnifying party will settle Parent's failure to give timely notice or to promptly furnish the Representative with any action relevant data and documents in connection with any Third-Party Claim shall not constitute a defense (in part or proceeding or consent in whole) to any claim for indemnification by such party, except and only to the entry of extent that such failure shall result in any judgment without the prior written consent of the Indemnified Party, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release prejudice to such Indemnified Party from all liability in respect of such action or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying party. In connection with any Third-Party Claim, the indemnified party, or the indemnifying party if it has assumed the defense of such claim pursuant to the preceding sentence, shall diligently pursue the defense of such Third-Party Claim.

Notification of Claims. Promptly after receipt by a Person entitled Subject to indemnification pursuant to the provisions of Section 2.8 8.4 ---------------------- below, in the event of the occurrence of an event which the Parent asserts constitutes an Indemnity Claim, Parent shall provide the Representative (an “Indemnified Party”on behalf of the indemnifying parties) hereunder of with prompt written notice of such event (in any event no later than twenty days of an executive officer of Parent obtaining knowledge of such event) and shall otherwise promptly make available to the commencement Representative all relevant information which is material to the claim and which is in the possession of the indemnified party. If such event involves the claim of any action or proceeding with respect to which third party (a claim for indemnification may be made pursuant to this Section 2.8"Third-Party Claim"), such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided that the failure of the Indemnified Party to give notice Representatives as provided herein shall not relieve the indemnifying party of its obligations under this Section 2.8, except to the extent that the indemnifying party is prejudiced in any material respect by such failure to give notice. In case any such action or proceeding is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Party shall have the right to assume or continue its own defense and the indemnifying party shall be liable for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect elect to Seller Indemnified Parties, be approved by the majority of the participating Holders join in the registration in respect defense, settlement, adjustment or compromise of which any such indemnification is sought)Third-Party Claim, and, if they so elect to assume the indemnifying party will control of such defense, settlement, adjustment or compromise. The Representatives shall be entitled to participate in and employ counsel to assume the defense thereof (at its expense), jointly with any other assist such indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs handling of investigation and such claim, at the sole expense of the indemnifying party, to be paid as incurred from amounts held in escrow by the Escrow Agent in accordance with the terms of the Escrow Agreement. Unless the Representatives elect to assume such defense, settlement, adjustment or compromise, Parent shall have no liability for the right to settle any settlement made by such Third-Party Claim; provided, however, that Parent may not effect the Indemnified settlement, adjustment or compromise of any such Third-Party Claim without the consent of the indemnifying partyRepresentatives, such which consent shall not to be unreasonably withheld. No indemnifying party will settle In the event that the Representatives have consented to any action such settlement, adjustment or proceeding compromise, the Representatives shall have no power or consent authority to object to the entry amount of any judgment claim by Parent against the escrow for indemnity with respect to such settlement, adjustment or compromise. The Representatives shall have the right to settle, adjust, or compromise any Third- Party Claim, the defense of which is controlled by the Representatives, using amounts held in escrow; provided, however, that, unless the settlement, adjustment or compromise involves no more than the payment of an amount that is equal to or less than the amount of funds then remaining in the escrow and provides for the unconditional release of Parent, the Company and their respective affiliates, the Representative may not effect the settlement, adjustment, compromise or satisfaction of any such Third-Party Claim without the prior written consent of the Indemnified PartyParent, unless which consent shall not be unreasonably withheld. Parent's failure to give timely notice (subject to Section 8.4) or to promptly furnish the Representative with any relevant data and documents in connection with any Third-Party Claim shall not constitute a defense (in part or in whole) to any claim for indemnification by such settlement or judgment (i) includes as an unconditional term thereof party, except and only to the giving by the claimant or plaintiff of a release extent that such failure shall result in any prejudice to such Indemnified Party from all liability in respect of such action or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying party. In connection with any Third-Party Claim, the indemnified party, or the indemnifying party if it has assumed the defense of such claim, shall diligently pursue the defense of such Third-Party Claim.

Notification of Claims. Promptly after receipt by a Person entitled to indemnification pursuant to Section 2.8 (an “Indemnified Party”) hereunder of written notice In the event of the commencement occurrence of any action event which any party asserts constitutes a Buyer Indemnity Claim or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 2.8Seller Indemnity Claim, such Indemnified Party willas applicable, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided that the failure of the Indemnified Party to give notice as provided herein indemnified party shall not relieve provide the indemnifying party with prompt notice of its obligations under this Section 2.8such event, except including, without limitation, any facts and circumstances which give rise to the extent that such claim, and shall otherwise make available to the indemnifying party all relevant information which is prejudiced material to the claim and which is in the possession of the indemnified party. If such event involves the claim of any material respect by such failure to give notice. In case any such action or proceeding is brought against an Indemnified Partythird party (a "Third-Party Claim"), unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and the indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Party party shall have the right to assume elect to join in the defense, settlement, adjustment or continue its own defense compromise of any such Third-Party Claim, and the to employ counsel to assist such indemnifying party shall be liable for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect to Seller Indemnified Parties, be approved by the majority of the participating Holders in the registration in respect of which such indemnification is sought), the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs handling of investigation and shall have no liability for any settlement made by such claim, at the Indemnified Party without the consent sole expense of the indemnifying party, and no such consent not to claim shall be unreasonably withheld. No indemnifying party will settle any action settled, adjusted or proceeding compromised, or consent to the entry of any judgment defense thereof terminated, without the prior written consent of the Indemnified Party, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such Indemnified Party from all liability in respect of such action or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying party unless and until the indemnifying party shall have failed, after the lapse of a reasonable period of time, but in no event more than 30 days after written notice to it of the Third-Party Claim, to join in the defense, settlement, adjustment or compromise of the same. An indemnified party.'s failure within a reasonable time to give notice or to furnish the indemnifying party with any relevant data and documents in its possession in connection with any Third-Party Claim shall not constitute a defense (in part or in whole) to any claim for indemnification by such party, except and only to the extent that such failure shall result in any material prejudice to the indemnifying party. If so desired by any indemnifying party, such party may elect, at such party's sole expense, to assume control of the defense, settlement, * Text omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. adjustment or compromise of any Third-Party Claim, insofar as the claim relates to the liability of the indemnifying party, provided that such indemnifying party shall obtain the consent of all indemnified parties before entering into any settlement, adjustment and compromise of such claim, or ceasing to defend against such claim, if as a result thereof, or pursuant thereto, there would be imposed on an indemnified party any liability or obligation not covered by the indemnification obligations of the indemnifying party under this Option Agreement (including, without limitation, any injunctive relief or other remedy). ARTICLE VII COVENANTS 7.1 *

Notification of Claims. Promptly after receipt by a Person entitled to indemnification pursuant to Section 2.8 (an “Indemnified Party”) hereunder of written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 2.8, such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided that the failure of the Indemnified Party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 2.8, except to the extent that the indemnifying party is prejudiced in any material respect by such failure to give notice. In case any such action or proceeding is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Party shall have the right to assume or continue its own defense and the indemnifying party shall be liable for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect to Seller Indemnified Parties, be approved by the majority of the participating Holders in the registration in respect of which such indemnification is soughttherefor), the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation and shall have no liability for any settlement made by the Indemnified Party without the consent of the indemnifying party, such consent not to be unreasonably withheld. No indemnifying party will settle any action or proceeding or consent to the entry of any judgment without the prior written consent of the Indemnified Party, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such Indemnified Party from all liability in respect of such action or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying partyparty (which consent shall not be unreasonably withheld or delayed).

Notification of Claims. Promptly after receipt by a Person entitled Subject to indemnification pursuant to the provisions of Section 2.8 ---------------------- 11.4 below, in the event of the occurrence of an event which the Parent asserts constitutes an Indemnity Claim, Parent shall provide the Representative (an “Indemnified Party”on behalf of the indemnifying parties) hereunder of with prompt written notice of such event and shall otherwise promptly make available to the commencement Representative all relevant information which is material to the claim and which is in the possession of the indemnified party. If such event involves the claim of any action or proceeding with respect to which third party (a claim for indemnification may be made pursuant to this Section 2.8"Third-Party Claim"), such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided that the failure of the Indemnified Party to give notice Representative as provided herein shall not relieve the indemnifying party of its obligations under this Section 2.8, except to the extent that the indemnifying party is prejudiced in any material respect by such failure to give notice. In case any such action or proceeding is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Party shall have the right to assume elect to join in the defense, settlement, adjustment or continue its own defense compromise of any such Third-Party Claim, and, if he so elects to control such defense, settlement, adjustment or compromise, and the to employ counsel to assist such indemnifying party shall be liable for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect to Seller Indemnified Parties, be approved by the majority of the participating Holders in the registration in respect of which such indemnification is sought), the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs handling of investigation and such claim, at the sole expense of the indemnifying party, to be paid from amounts held in escrow by the Escrow Agent in accordance with the terms of the Escrow Agreement. Unless the Representative elects to assume such defense, settlement, adjustment or compromise, Parent shall have no liability for the right to settle any settlement made by such Third-Party Claim; provided, however, that Parent may not effect the Indemnified settlement, adjustment or -------- ------- compromise of any such Third-Party Claim without the consent of the indemnifying partyRepresentative, such which consent shall not to be unreasonably withheld. No indemnifying party will settle In the event that the Representative has consented to any action such settlement, adjustment or proceeding compromise, the Representative shall have no power or consent authority to object to the entry amount of any judgment claim by Parent against the escrow for indemnity with respect to such settlement, adjustment or compromise. The Representative shall have the right to settle, adjust, or compromise any Third-Party Claim, the defense of which is controlled by the Representative, using amounts held in escrow; provided, however, that, unless the settlement, adjustment or compromise -------- ------- involves no more than the payment of an amount that is less than the amount of funds then remaining in the escrow and provides for the unconditional release of Parent, the Company and their respective affiliates, the Representative may not effect the settlement, adjustment, compromise or satisfaction of any such Third- Party Claim without the prior written consent of the Indemnified PartyParent, unless which consent shall not be unreasonably withheld. Parent's failure to give timely notice or to promptly furnish the Representative with any relevant data and documents in connection with any Third-Party Claim shall not constitute a defense (in part or in whole) to any claim for indemnification by such settlement or judgment (i) includes as an unconditional term thereof party, except and only to the giving by the claimant or plaintiff of a release extent that such failure shall result in any prejudice to such Indemnified Party from all liability in respect of such action or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying party. In connection with any Third-Party Claim, the indemnified party, or the indemnifying party if it has assumed the defense of such claim pursuant to the preceding sentence, shall diligently pursue the defense of such Third-Party Claim.

Notification of Claims. Promptly after receipt by In the event of the occurrence of any event which any party asserts constitutes a Person entitled to indemnification Buyer Indemnity Claim or Seller Indemnity Claim, as applicable, the * Text omitted pursuant to Section 2.8 (an “Indemnified Party”) hereunder of written notice of a request for confidential treatment and filed separately with the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 2.8, such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided that the failure of the Indemnified Party to give notice as provided herein Securities and Exchange Commission. indemnified party shall not relieve provide the indemnifying party with prompt notice of its obligations under this Section 2.8such event, except including, without limitation, any facts and circumstances which give rise to the extent that such claim, and shall otherwise make available to the indemnifying party all relevant information which is prejudiced material to the claim and which is in the possession of the indemnified party. If such event involves the claim of any material respect by such failure to give notice. In case any such action or proceeding is brought against an Indemnified Partythird party (a "Third-Party Claim"), unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and the indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Party party shall have the right to assume elect to join in the defense, settlement, adjustment or continue its own defense compromise of any such Third-Party Claim, and the to employ counsel to assist such indemnifying party shall be liable for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect to Seller Indemnified Parties, be approved by the majority of the participating Holders in the registration in respect of which such indemnification is sought), the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs handling of investigation and shall have no liability for any settlement made by such claim, at the Indemnified Party without the consent sole expense of the indemnifying party, and no such consent not to claim shall be unreasonably withheld. No indemnifying party will settle any action settled, adjusted or proceeding compromised, or consent to the entry of any judgment defense thereof terminated, without the prior written consent of the Indemnified Party, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such Indemnified Party from all liability in respect of such action or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying party unless and until the indemnifying party shall have failed, after the lapse of a reasonable period of time, but in no event more than 30 days after written notice to it of the Third-Party Claim, to join in the defense, settlement, adjustment or compromise of the same. An indemnified party's failure within a reasonable time to give notice or to furnish the indemnifying party with any relevant data and documents in its possession in connection with any Third-Party Claim shall not constitute a defense (in part or in whole) to any claim for indemnification by such party, except and only to the extent that such failure shall result in any material prejudice to the indemnifying party. If so desired by any indemnifying party, such party may elect, at such party's sole expense, to assume control of the defense, settlement, adjustment or compromise of any Third-Party Claim, insofar as the claim relates to the liability of the indemnifying party, provided that such indemnifying party shall obtain the consent of all indemnified parties before entering into any settlement, adjustment and compromise of such claim, or ceasing to defend against such claim, if as a result thereof, or pursuant thereto, there would be imposed on an indemnified party any liability or obligation not covered by the indemnification obligations of the indemnifying party under this Agreement (including, without limitation, any injunctive relief or other remedy).

Notification of Claims. Promptly after receipt by Subject to the provisions of Section 8.4 and Section 8.5, in the event of the occurrence of an event which any party asserts constitutes a Person entitled Claim, the party asserting such Claim (such party hereinafter referred to indemnification pursuant to Section 2.8 (an “Indemnified Party”as the "indemnified party") hereunder of written shall provide prompt notice of such event to the commencement Shareholder (in the case of a Fundtech Indemnity Claim) or Fundtech (in the case of a Shareholder Indemnity Claim) (such party hereinafter referred to as the "indemnifying party") and shall otherwise make available to the indemnifying party all relevant information which is material to the Claim and which is in the possession of the indemnified party. An indemnified party's failure to give timely notice or to furnish the indemnifying party with any action relevant data and documents in connection with any Third-Party Claim (as defined below) shall not constitute a defense (in part or proceeding with respect in whole) to which a any claim for indemnification may be made pursuant to this Section 2.8, by such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided that the failure of the Indemnified Party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 2.8, except and only to the extent that such failure shall result in any actual prejudice to the indemnifying party. If such event involves the claim of any third party (a "Third-Party Claim"), (other than in respect of any Shareholder Indemnity Claim or Fundtech Indemnity Claim for Taxes with respect to a period ending after the Closing Date) and, so long as the indemnifying party is has acknowledged its liability for such indemnification hereunder, such party may elect, at such party's sole expense, (without prejudice to the right of the indemnified party to fully participate at its own expense through counsel of its own choosing) to assume control of the defense, settlement, adjustment or compromise of any Third-Party Claim, with counsel reasonably acceptable to the indemnified parties, insofar as such claim relates to a Fundtech Indemnity Claim or a Shareholder Indemnity Claim (subject to the limitations specified in Section 8.5), if the indemnifying party gives written notice of its intention to do so no later than thirty (30) days following notice thereof by an indemnified party or such shorter time period as required so that the interests of the indemnified parties would not be materially prejudiced in as a result of the failure to have received such notice; provided that (i) such indemnifying party shall obtain the consent of all indemnified parties (which consent shall not be unreasonably withheld or delayed) before entering into any settlement, adjustment or compromise of such claims, or ceasing to defend against such claims, if as a result thereof, or pursuant thereto, there would be imposed on an indemnified party any material respect liability or obligation not covered by such failure to give notice. In case the indemnity obligations of the indemnifying parties under this Agreement (including, without limitation, any such action injunctive relief or proceeding similar remedy) and (ii) if the indemnified party shall have reasonably concluded that separate counsel is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, required because a conflict of interest between such would otherwise exist, the indemnified and indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Party party shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the indemnified party. If the indemnifying party does not so choose to assume control of the defense, settlement, adjustment or continue its own defense and compromise of any such Third-Party Claim for which any indemnified party would be entitled to indemnification hereunder, then the indemnifying party shall be liable for any reasonable expenses therefor (but in no event will bear have the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect right to Seller Indemnified Parties, be approved by the majority of the participating Holders elect to join in the registration in respect defense, settlement, adjustment or compromise of which any such indemnification is sought)Third-Party Claim, the and to employ counsel to assist such indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs handling of investigation and shall have no liability for any settlement made by such claim, at the Indemnified Party without the consent sole expense of the indemnifying party, and no such consent not to claim shall be unreasonably withheld. No indemnifying party will settle any action settled, adjusted or proceeding compromised, or consent to the entry of any judgment defense thereof terminated by the indemnified party, without the prior written consent of the Indemnified Party, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such Indemnified Party from all liability in respect of such action or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying party (which consent shall not be unreasonably withheld or delayed) unless and until the indemnifying party shall have failed, after the lapse of a reasonable period of time, but in no event more than 30 days after written notice to it of the Third-Party Claim, to join in the defense, settlement, adjustment or compromise of the same. In connection with any Third-Party Claim, the indemnified party, or the indemnifying party if it has assumed the defense of such claim pursuant to the this Section, shall diligently pursue the defense of such Third-Party Claim.

Notification of Claims. Promptly after receipt by a Person entitled to indemnification pursuant to Section 2.8 (an “Indemnified Party”) hereunder of written notice In the event of the commencement occurrence of an event which any action party asserts constitutes either an American Healthways Indemnity Claim or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 2.8CareSteps Indemnity Claim (collectively, such Indemnified Party willan "Indemnity Claim"), if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided that the failure of the Indemnified Party to give notice as provided herein asserting party shall not relieve provide the indemnifying party (or, in the case of its obligations under this Section 2.8an American Healthways Indemnity Claim, except the Representative) with prompt notice of such event and shall otherwise make available to the extent that the indemnifying party (or the Representative) all relevant information which is prejudiced material to the claim and which is in the possession of the asserting party. If such event involved the claim of any material respect by such failure to give notice. In case any such action third party (a "Third-Party Claim"), the indemnifying party (or proceeding is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Party Representative) shall have the right to assume elect to join in the defense, settlement, adjustment or continue its own defense compromise of any such Third-Party Claim, and to employ counsel to assist the indemnifying party (or the Representative) in connection with the handling of such claim, at the sole expense of the asserting party and no such claim shall be liable for any settled, adjusted or compromised, or the defense thereof terminated, without the prior consent of the asserting party (or the Representative) unless and until the asserting party (or the Representative) shall have failed, after the lapse of a reasonable expenses therefor (period of time, but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect 30 days after written notice to Seller Indemnified Parties, be approved by the majority it of the participating Holders Third-Party Claim, to join in the registration in respect defense, settlement, adjustment or compromise of which such indemnification is sought), the same. The asserting party's failure give timely notice or to furnish the indemnifying party will be entitled to participate in and to assume (or the defense thereof (at its expense), jointly Representative) with any other indemnifying party similarly notified relevant data and documents in connection with any Third-Party Claim shall not constitute a defense (in part or in whole) to any claim for indemnification by the asserting party, except and only to the extent that such failure shall result in any material prejudice to the indemnifying party. If so desired by the indemnifying party, it may wishelect, with counsel reasonably satisfactory to such Indemnified Partyat its sole expense, and after notice from the indemnifying party to such Indemnified Party of its election so to assume control of the defense thereofdefense, settlement, adjustment or compromise of any Third-Party Claim, insofar as such claim relates to the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation and shall have no liability for any settlement made by the Indemnified Party without the consent of the indemnifying party, such consent not to be unreasonably withheld. No provided that the indemnifying party will settle any action or proceeding or consent to shall obtain the entry of any judgment without the prior written consent of the Indemnified Partyasserting party (or the Representative) before entering into any settlement, unless such settlement adjustment or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such Indemnified Party from all liability in respect compromise of such action claim, or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on ceasing to defend against such Indemnified Party and does not otherwise adversely affect such Indemnified Partyclaim, other than if as a result of thereof, or pursuant thereto, there would be imposed on the imposition of financial asserting party any material liability or obligation not covered by the indemnity obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying party under this Agreement (including, without limitation, any injunctive relief or other remedy). In connection with any Third-Party Claim, the asserting party, or the indemnifying party (or the Representative) if it assumed the defense of such claim pursuant to the preceding sentence, shall diligently pursue the defense of such Third-Party Claim.

Notification of Claims. Promptly Within 20 days after receipt by a Person entitled to indemnification pursuant to Section 2.8 (an “the Indemnified Party”) hereunder of written Party receives notice of the commencement of any action or proceeding with respect to which a claim or legal action that may result in a Loss for which indemnification may be made pursuant to this Section 2.8, such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided that the failure of the Indemnified Party to give notice as provided herein shall not relieve the indemnifying party of its obligations sought under this Section 2.8Article 15 (“Claim”), except to the extent that the indemnifying party is prejudiced in any material respect by such failure to give notice. In case any such action or proceeding is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Party shall have give written notice of such Claim to the right to assume Indemnifying Party. If the Indemnifying Party or continue its own defense counsel so requests, the Indemnified Party shall furnish the Indemnifying Party with copies of all pleadings and the indemnifying party shall be liable for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, other information with respect to Seller Indemnified Parties, be approved by such Claim. At the majority election of the participating Holders in the registration in respect Indemnifying Party made within 60 days after receipt of which such indemnification is sought)notice, the indemnifying party will be entitled to participate in and Indemnified Party shall permit the Indemnifying Party to assume the defense thereof control of such Claim (at its expense), jointly with any other indemnifying party similarly notified to the extent only that it may wishsuch Claim, with counsel reasonably satisfactory legal action or other matter relates to such a Loss for which the Indemnifying Party is liable), including the determination of all appropriate actions, the negotiation of settlements on behalf of the Indemnified Party, and after notice from the indemnifying party conduct of litigation through attorneys of the Indemnifying Party’s choice; provided, however, that no such settlement can result in any liability or cost to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation and shall have no liability for any settlement made by the Indemnified Party which it is entitled to be indemnified hereunder without the consent of the indemnifying party, such its consent not to be unreasonably withheld. No indemnifying party will settle If the Indemnifying Party elects to assume control of a claim or legal action, (i) any action expense incurred by the Indemnified Party thereafter for investigation or proceeding or consent to defense of the entry of any judgment without the prior written consent of matter shall be borne by the Indemnified Party, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such Indemnified Party from all liability in respect of such action or proceeding and (ii) does not involve the imposition Indemnified Party shall give all reasonable information and assistance, other than pecuniary, that the Indemnifying Party shall deem necessary to the proper defense of equitable remedies such Claim, legal action, or other matter. In the imposition absence of such an election, the Indemnified Party will use its reasonable efforts to defend, at the Indemnifying Party’s expense, any obligations on claim, legal action or other matter to which such other Party’s indemnification under this Article 15 applies until the Indemnifying Party assumes such defense, and, if the Indemnifying Party fails to assume such defense within the time period provided above, settle the same in the Indemnified Party’s reasonable discretion at the Indemnifying Party’s expense. If such a Claim requires immediate action, both the Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Indemnifying Party will be indemnified hereunder. An Indemnified Party may cooperate in good faith to take appropriate action so as not settle any action to jeopardize defense of such Claim or proceeding or the entry of any judgment without the prior written consent of the indemnifying partyeither Party’s position with respect to such Claim.

Notification of Claims. Promptly after receipt by The parties hereto shall, in a Person entitled timely manner (but ---------------------- in any event within ten (10) business days of receipt), (a) provide each other with prompt notice of all third party actions, suits, proceedings, claims, demands or assessments subject to the indemnification provisions of this Article VIII (collectively, "Third Party Claims") brought at any time following the Closing Date, and (b) provide each other with notice of all other claims or demands for indemnification pursuant to Section 2.8 (an “Indemnified Party”) hereunder the provisions of written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 2.8Article VII; provided, such Indemnified Party willhowever, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided that the failure of the Indemnified Party to give provide timely -------- ------- notice as provided herein shall not relieve affect the indemnifying indemnification obligations of any party of its obligations under this Section 2.8, except to the extent that such party shall have been materially prejudiced as a result of such failure. The party against whom a Third Party Claim is brought shall make available to the indemnifying party is prejudiced in any all relevant information material respect by such failure to give notice. In case any such action or proceeding is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and indemnifying parties may exist in respect the defense of such action or proceeding (in which case the Indemnified Party claim. The indemnifying party shall have the right to assume or continue control the defense of all Third Party Claims with counsel of its own defense and choice, subject to the indemnifying party shall be liable for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect to Seller Indemnified Parties, be approved by the majority of the participating Holders in the registration in respect of which such indemnification is sought), the indemnifying party will be entitled indemnified party's right to participate in and to assume the defense; provided, that the indemnified party may control such defense thereof (at its expense), jointly with any other -------- the indemnifying party similarly notified to party's expense in the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from event of a failure by the indemnifying party to such Indemnified Party assume control of its election so to assume the defense thereof, of any Third Party Claim within 30 days after the indemnifying party will not be liable is notified of such Third Party Claim. The indemnified party shall have the right to such Indemnified Party for any legal elect to join or other expenses subsequently incurred by the latter participate in connection with the defense thereof other than reasonable costs of investigation any Third Party Claim at its sole expense, and no claim shall have no liability for any settlement made by the Indemnified Party be settled or compromised without the consent of the indemnifying indemnified party, such which consent shall not to be unreasonably withheld. No withheld or delayed; provided, however, that in the event the indemnified party refuses -------- ------- to consent to a settlement acceptable to the indemnifying party will settle any action or proceeding or consent which is capable of settlement by the payment of money by the indemnifying party only, the indemnifying party may pay the amount of the proposed settlement to the entry of indemnified party and shall thereupon be released from any judgment without the prior written consent of the Indemnified Partyfurther liability with respect to such action, unless suit or proceeding, if such proposed settlement or judgment (i) includes as does not require an unconditional term thereof admission of liability or wrong doing on the giving by part of the claimant or plaintiff of a release to such Indemnified Party from all liability in respect of such action or proceeding and indemnified party, (ii) does not involve limit conduct of indemnified party's business or impose a future obligation on the imposition of equitable remedies indemnified party to do or the imposition of any obligations on such Indemnified Party refrain from doing anything and (iii) does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying party's business reputation.

Notification of Claims. Promptly after receipt by a Person entitled (a) Subject to indemnification the provisions of Section 12.3 below, in the event of the occurrence of an event pursuant to which the Parent shall seek indemnity pursuant to Section 2.8 12.1, the Parent shall provide the Shareholder Representative and, if such indemnity is sought against a Shareholder pursuant to Section 12.1(b), the Shareholder against whom indemnification is sought, with prompt written notice (an a “Indemnified PartyClaim Notice”) hereunder of written notice such event and shall otherwise promptly make available to the Shareholder Representative and, if applicable, such Shareholder, all relevant information which is material to the claim and which is in the possession of the commencement of indemnified party. Parent’s failure to give a timely Claims Notice or to promptly furnish the Shareholder Representative and, if applicable, such Shareholder, with any action relevant data and documents in connection with any Third-Party Claim (as that term is hereinafter defined) shall not constitute a defense (in part or proceeding with respect in whole) to which a any claim for indemnification may be made pursuant to this Section 2.8, by such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided that the failure of the Indemnified Party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 2.8, except and only to the extent that the indemnifying party is prejudiced such failure shall result in any material respect by prejudice to the indemnified party. The Shareholder Representative and, if such failure indemnity is sought against a Shareholder pursuant to give notice. In case any such action or proceeding Section 12.1(b), the Shareholder against whom indemnification is brought against an Indemnified Partysought, unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Party shall have the right to assume elect to join in, through counsel of its choosing reasonably acceptable to Parent, the defense, settlement, adjustment or continue its own defense compromise of any claim of any third party (a “Third Party Claim”) for which indemnification will be sought by the Parent; provided, however, that Parent shall control such defense, settlement, adjustment or compromise. The expense of any such defense, settlement, adjustment or compromise, including Parent’s counsel and any counsel chosen by the indemnifying party Shareholder Representative or, if applicable, such Shareholder, shall be liable for any reasonable expenses therefor (but in no event will bear borne by the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, Shareholders with respect to Seller Indemnified Parties, be approved indemnification sought pursuant to Section 12.1(a) and by the majority Shareholders against whom indemnification is sought with respect to indemnification sought pursuant to Section 12.1(b); provided, such expenses shall be paid from the Escrow Deposit for indemnification sought pursuant to Section 12.1(a) and from the Pro Rata Portion (as defined below) of the participating Holders in Escrow Deposit attributable to the registration in respect of which such Shareholders against whom indemnification is soughtsought pursuant to Section 12.1(b), the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation and . Parent shall have no liability for the right to settle any settlement made by such Third Party Claim; provided, however, that Parent may not effect the Indemnified settlement, adjustment or compromise of any such Third Party Claim without the written consent of the indemnifying partyShareholder Representative, such or, if applicable, the Shareholder, which consent shall not to be unreasonably withheld. No indemnifying party will settle In the event that the Shareholder Representative, or, if applicable, the Shareholder, has consented in writing to any action such settlement, adjustment or proceeding compromise, the Shareholders shall have no power or consent authority to object to the entry amount of any judgment without claim by Parent against the prior written consent Escrow Deposit for indemnification of the Indemnified Party, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release Losses with respect to such Indemnified Party from all liability in respect of such action settlement, adjustment or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying partycompromise.

Notification of Claims. Promptly after receipt by a Person entitled Subject to indemnification pursuant to the provisions of Section 2.8 (an “Indemnified Party”) hereunder of written notice 12.5, in the event of the commencement occurrence of an event which any action party asserts constitutes a NNN Indemnity Claim or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 2.8Stockholder Indemnity Claim, as applicable, such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided that the failure of the Indemnified Party to give notice as provided herein party shall not relieve provide the indemnifying party with prompt notice of its obligations under this Section 2.8, except such event and shall otherwise make available to the extent that the indemnifying party all relevant information which is prejudiced material to the claim and which is in the possession of the indemnified party. If such event involves the claim of any material respect by such failure to give notice. In case any such action or proceeding is brought against an Indemnified Partythird party (a "Third-Party Claim"), unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and the indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Party party shall have the right to assume elect to join in the defense, settlement, adjustment or continue its own defense compromise of any such Third-Party Claim, and the to employ counsel to assist such indemnifying party shall be liable for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect to Seller Indemnified Parties, be approved by the majority of the participating Holders in the registration in respect of which such indemnification is sought), the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs handling of investigation and shall have no liability for any settlement made by such claim, at the Indemnified Party without the consent sole expense of the indemnifying party, and no such consent not to claim shall be unreasonably withheld. No indemnifying party will settle any action settled, adjusted or proceeding compromised, or consent to the entry of any judgment defense thereof terminated, without the prior written consent of the Indemnified Party, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such Indemnified Party from all liability in respect of such action or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying party unless and until the indemnifying party shall have failed, after the lapse of a reasonable period of time, but in no event more than 30 days after written notice to it of the Third-Party Claim, to join in the defense, settlement, adjustment or compromise of the same. An indemnified party's failure to give timely notice or to furnish the indemnifying party with any relevant data and documents in connection with any Third-Party Claim shall not constitute a defense (in part or in whole) to any claim for indemnification by such party, except and only to the extent that such failure shall result in any material prejudice to the indemnifying party. If so desired by any indemnifying party, such party may elect, at such party's sole expense, to assume control of the defense, settlement, adjustment or compromise of any Third-Party Claim, with counsel reasonably acceptable to the indemnified parties, insofar as such claim relates to the liability of the indemnifying party, provided that such indemnifying party shall obtain the consent of all indemnified parties before entering into any settlement, adjustment or compromise of such claims, or ceasing to defend against such claims, if as a result thereof, or pursuant thereto, there would be imposed on an indemnified party any material liability or obligation not covered by the indemnity obligations of the indemnifying parties under this Agreement (including, without limitation, any injunctive relief or other remedy). In connection with any Third-Party Claim, the indemnified party, or the indemnifying party if it has assumed the defense of such claim pursuant to the preceding sentence, shall diligently pursue the defense of such Third-Party Claim.

Notification of Claims. Promptly after receipt by a Person entitled to indemnification pursuant to Section 2.8 (an “Indemnified Party”) hereunder of written notice In the event of the commencement occurrence of any action event which any party asserts constitutes a Buyer Indemnity Claim or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 2.8Seller Indemnity Claim, such Indemnified Party willas applicable, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided that the failure of the Indemnified Party to give notice as provided herein indemnified party shall not relieve provide the indemnifying party with prompt notice of its obligations under this Section 2.8such event, except including, without limitation, any facts and circumstances which give rise to the extent that such claim, and shall otherwise make available to the indemnifying party all relevant information which is prejudiced material to the claim and which is in the possession of the indemnified party. If such event involves the claim of any material respect by such failure to give notice. In case any such action or proceeding is brought against an Indemnified Partythird party (a "Third-Party Claim"), unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and the indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Party party shall have the right to assume elect to join in the defense, settlement, adjustment or continue its own defense compromise of any such Third-Party Claim, and the to employ counsel to assist such indemnifying party shall be liable for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect to Seller Indemnified Parties, be approved by the majority of the participating Holders in the registration in respect of which such indemnification is sought), the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs handling of investigation and shall have no liability for any settlement made by such claim, at the Indemnified Party without the consent sole expense of the indemnifying party, and no such consent not to claim shall be unreasonably withheld. No indemnifying party will settle any action settled, adjusted or proceeding compromised, or consent to the entry of any judgment defense thereof terminated, without the prior written consent of the Indemnified Party, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such Indemnified Party from all liability in respect of such action or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying party unless and until the indemnifying party shall have failed, after the lapse of a reasonable period of time, but in no event more than 30 days after written notice to it of the Third-Party Claim, to join in the defense, settlement, adjustment or compromise of the same. An indemnified party's failure within a reasonable time to give notice or to furnish the indemnifying party with any relevant data and documents in its possession in connection with any Third-Party Claim shall not constitute a defense (in part or in whole) to any claim for indemnification by such party, except and only to the extent that such failure shall result in any material prejudice to the indemnifying party. If so desired by any indemnifying party, such party may elect, at such party's sole expense, to assume control of the defense, settlement, adjustment or compromise of any Third-Party Claim, insofar as the claim relates to the liability of the indemnifying party, provided that such indemnifying party shall obtain the consent of all indemnified parties before entering into any settlement, adjustment and compromise of such claim, or ceasing to defend against such claim, if as a result thereof, or pursuant thereto, there would be imposed on an indemnified party any liability or obligation not covered by the indemnification obligations of the indemnifying party under this Agreement (including, without limitation, any injunctive relief or other remedy). If Buyer has not received a written notice from Seller disputing Buyer's Buyer Indemnity Claim within ninety (90) days after Buyer's submission of a notice of such claim to Seller, then Buyer may provide a further notice sent to Seller by registered or certified mail to the effect that Seller has not disputed such claim and that Buyer intends to submit a Settlement Notice (as defined in the Escrow Agreement) based on Seller having been deemed to have consented to such claim and the computation thereof, as applicable. If Seller does not within thirty (30) days after receipt of such latter notice dispute in writing the Buyer Indemnity Claim by notice to Buyer and Escrow Agent, then Seller shall be deemed to have consented to such claim and, to the extent set forth in Buyer's notices, the computation thereof.

Notification of Claims. Promptly after receipt by a Person entitled to indemnification pursuant to Section 2.8 4.7 (an “Indemnified Party”) hereunder of written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 2.84.7, such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided that the failure of the Indemnified Party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 2.84.7, except to the extent that the indemnifying party is prejudiced in any material respect by such failure 4958005_8 to give notice. In case any such action or proceeding is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Party shall have the right to assume or continue its own defense and the indemnifying party shall be liable for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect to Seller Indemnified Parties, be approved by the majority of the participating Holders Majority Participants in the registration Shelf Take-Down in respect of which such indemnification is sought), the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation and shall have no liability for any settlement made by the Indemnified Party without the consent of the indemnifying party, such consent not to be unreasonably withheld. No indemnifying party will settle any action or proceeding or consent to the entry of any judgment without the prior written consent of the Indemnified Party, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such Indemnified Party from all liability in respect of such action or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying party.

Notification of Claims. Promptly after receipt by a Person entitled Subject to indemnification pursuant to the provisions of Section 2.8 (an “Indemnified Party”) hereunder of written notice 11.5 ---------------------- and Section 11.6, in the event of the commencement occurrence of an event which any action or proceeding with respect to which party asserts constitutes a claim for indemnification may be made pursuant to this Section 2.8Claim, such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided that the failure of the Indemnified Party to give notice as provided herein party shall not relieve provide the indemnifying party with prompt notice of its obligations under this Section 2.8, except such event and shall otherwise make available to the extent that the indemnifying party all relevant information which is prejudiced material to the Claim and which is in any material respect by such failure to give notice. In case any such action or proceeding is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Party shall have the right to assume or continue its own defense and the indemnifying party shall be liable for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect to Seller Indemnified Parties, be approved by the majority possession of the participating Holders in indemnified party. If such event involves the registration in respect claim of which such indemnification is soughtany third party (a "Third-Party Claim"), the indemnifying party will be entitled shall ----------------- have the right to participate elect to join in the defense, settlement, adjustment or compromise of any such Third-Party Claim, and to assume the defense thereof (at its expense), jointly with any other employ counsel to assist such indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs handling of investigation and shall have no liability for any settlement made by such claim, at the Indemnified Party without the consent sole expense of the indemnifying party, and no such consent not to claim shall be unreasonably withheld. No indemnifying party will settle any action settled, adjusted or proceeding compromised, or consent to the entry of any judgment defense thereof terminated, without the prior written consent of the Indemnified Party, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such Indemnified Party from all liability in respect of such action or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying party unless and until the indemnifying party shall have failed, after the lapse of a reasonable period of time, but in no event more than 30 days after written notice to it of the Third-Party Claim, to join in the defense, settlement, adjustment or compromise of the same. An indemnified party's failure to give timely notice or to furnish the indemnifying party with any relevant data and documents in connection with any Third-Party Claim shall not constitute a defense (in part or in whole) to any claim for indemnification by such party, except and only to the extent that such failure shall result in any material prejudice to the indemnifying party. If so desired by any indemnifying party (other than in respect of any Tax for any Straddle Period and any Xxxxxx Indemnity Claim for Taxes with respect to a period ending prior to the Closing Date), and, so long as the indemnifying party has acknowledged its liability for such indemnification hereunder and furnished reasonable evidence, if requested, of its ability to satisfy such obligation, such party may elect, at such party's sole expense, to assume control of the defense, settlement, adjustment or compromise of any Third-Party Claim, with counsel reasonably acceptable to the indemnified parties, insofar as such claim relates to the liability of the indemnifying party, provided that such indemnifying party shall obtain the consent of all indemnified parties before entering into any settlement, adjustment or compromise of such claims, or ceasing to defend against such claims, if as a result thereof, or pursuant thereto, there would be imposed on an indemnified party any material liability or obligation not covered by the indemnity obligations of the indemnifying parties under this Agreement (including, without limitation, any injunctive relief or other remedy) and the indemnified party may participate fully in such defense, settlement, adjustment or compromise with counsel acceptable to it. In connection with any Third-Party Claim, the indemnified party, or the indemnifying party if it has assumed the defense of such claim pursuant to the preceding sentence, shall diligently pursue the defense of such Third-Party Claim.

Notification of Claims. Promptly after receipt by a Person (a) A party entitled to be indemnified pursuant to Sections 9.1 or 9.2 (the "Indemnified Party") shall notify the party liable for such indemnification (the "Indemnifying Party") in writing of any claim or demand which the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement. Subject to the Indemnifying Party's right to defend in good faith third party claims as hereinafter provided, the Indemnifying Party shall satisfy its obligations under this Article IX within thirty (30) days after the receipt of a written notice thereof from the Indemnified Party. (b) If the Indemnified Party shall notify the Indemnifying Party of any claim or demand pursuant to Section 2.8 (an “Indemnified Party”) hereunder of written notice of the commencement of any action 9.3(a), and if such claim or proceeding with respect demand relates to which a claim for indemnification may be made pursuant to this Section 2.8, such or demand asserted by a third party against the Indemnified Party will, if which the Indemnifying Party acknowledges is a claim in respect thereof is or demand for which it must indemnify or hold harmless the Indemnified Party under Sections 9.1 or 9.2, the Indemnifying Party shall have the right to be made against an indemnifying party, give written notice employ counsel acceptable to the latter of the commencement of such action or proceeding; provided that the failure of the Indemnified Party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 2.8, except to the extent that the indemnifying party is prejudiced in any material respect by such failure to give notice. In case defend any such action claim or proceeding is brought demand asserted against an the Indemnified Party, unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and indemnifying parties may exist in respect of such action or proceeding (in which case the . The Indemnified Party shall have the right to assume participate in the defense of any such claim or continue its own defense and demand. The Indemnifying Party shall notify the indemnifying party shall be liable for any reasonable expenses therefor Indemnified Party in writing, as promptly as possible (but in no event will bear any case before the expenses due date for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect the answer or response to Seller Indemnified Parties, be approved by a claim) after the majority date of the participating Holders in the registration in respect notice of which such indemnification is sought), the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation and shall have no liability for any settlement made claim given by the Indemnified Party without the consent of the indemnifying party, such consent not to be unreasonably withheld. No indemnifying party will settle any action or proceeding or consent to the entry Indemnifying Party under Section 9.3(a) of its election to defend in good faith any judgment without such third party claim or demand. So long as the prior written consent Indemnifying Party is defending in good faith any such claim or demand asserted by a third party against the Indemnified Party, the Indemnified Party shall not settle or compromise such claim or demand. The Indemnified Party shall make available to the Indemnifying Party or its agents all records and other materials in the Indemnified Party's possession reasonably required by it for its use in contesting any third party claim or demand. Whether or not the Indemnifying Party elects to defend any such claim or demand, the Indemnified Party shall have no extent of payment, be subrogated to all rights of the Indemnified Party, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such Indemnified Party from all liability in respect of such action or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying party.

Notification of Claims. Promptly after receipt by a Person entitled Subject to indemnification pursuant to the provisions of Section 2.8 (an “Indemnified Party”) hereunder of written notice 12.5 and ------------------------ Section 12.6, in the event of the commencement occurrence of an event which any action party asserts constitutes a MLC Indemnity Claim or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 2.8Stockholder Indemnity Claim, as applicable, such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided that the failure of the Indemnified Party to give notice as provided herein party shall not relieve provide the indemnifying party with prompt notice of its obligations under this Section 2.8, except such event and shall otherwise make available to the extent that the indemnifying party all relevant information which is prejudiced material to the claim and which is in the possession of the indemnified party. If such event involves the claim of any material respect by such failure to give notice. In case any such action or proceeding is brought against an Indemnified Partythird party (a "Third-Party Claim"), unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and the indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Party party shall have the right to assume elect to join in the defense, settlement, adjustment or continue its own defense compromise of any such Third-Party Claim, and the to employ counsel to assist such indemnifying party shall be liable for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect to Seller Indemnified Parties, be approved by the majority of the participating Holders in the registration in respect of which such indemnification is sought), the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs handling of investigation and shall have no liability for any settlement made by such claim, at the Indemnified Party without the consent sole expense of the indemnifying party, and no such consent not to claim shall be unreasonably withheld. No indemnifying party will settle any action settled, adjusted or proceeding or consent to the entry of any judgment without the prior written consent of the Indemnified Partycompromised, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such Indemnified Party from all liability in respect of such action or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Partydefense thereof terminated, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying party unless and until the indemnifying party shall have failed, after the lapse of a reasonable period of time, but in no event more than 30 days after written notice to it of the Third-Party Claim, to join in the defense, settlement, adjustment or compromise of the same. An indemnified party.'s failure to give timely notice or to furnish the indemnifying party with any relevant data and documents in connection with any Third-Party Claim shall not constitute a defense (in part or in whole) to any claim for indemnification by such party, except and only to the extent that such failure shall result in any additional financial cost or material prejudice to the indemnifying party. If so desired by any indemnifying party, such party may elect, at such party's sole expense, to assume control of the defense, settlement, adjustment or compromise of any Third-Party Claim, with counsel reasonably acceptable to the indemnified parties, insofar as such claim relates to the liability of the indemnifying party, provided that such indemnifying party shall obtain the consent of all indemnified parties before entering into any settlement, adjustment or compromise of such claims, or ceasing to defend against such claims, if as a result thereof, or pursuant thereto, there would be imposed on an indemnified party any material liability or obligation not covered by the indemnity obligations of the indemnifying parties under this Agreement (including, without limitation, any injunctive relief or other remedy). In connection with any Third-Party Claim, the indemnified party, or the indemnifying party if it has assumed the defense of such claim pursuant to the preceding sentence, shall diligently pursue the defense of such Third-Party Claim. 40

Notification of Claims. Promptly after receipt by a Person entitled Subject to indemnification pursuant to the provisions of Section 2.8 (11.3 below, in the event of the occurrence of an “Indemnified Party”) hereunder of event which the Parent asserts constitutes an Indemnity Claim, Parent shall provide the Principal Shareholder with prompt written notice of such event and shall otherwise promptly make available to the commencement Principal Shareholder all relevant information which is material to the claim and which is in the possession of the indemnified party. If such event involves the claim of any action or proceeding with respect to which third party (a claim for indemnification may be made pursuant to this Section 2.8"Third-Party Claim"), such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided that the failure of the Indemnified Party to give notice Principal Shareholder as provided herein shall not relieve the indemnifying party of its obligations under this Section 2.8, except to the extent that the indemnifying party is prejudiced in any material respect by such failure to give notice. In case any such action or proceeding is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Party shall have the right to assume elect to join in the defense, settlement, adjustment or continue its own defense compromise of any such Third-Party Claim, and, if he so elects to control such defense, settlement, adjustment or compromise, and the to employ counsel to assist such indemnifying party shall be liable for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect to Seller Indemnified Parties, be approved by the majority of the participating Holders in the registration in respect of which such indemnification is sought), the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs handling of investigation and such claim, at the sole expense of the indemnifying party, in the case of the Principal Shareholder as the indemnifying party, to be paid from amounts held in escrow by the Escrow Agent in accordance with the terms of the Escrow Agreement. Unless the Principal Shareholder elects to assume such defense, settlement, adjustment or compromise, Parent shall have the right to settle any such Third-Party Claim; provided, however, that Parent may not effect the settlement, adjustment or compromise of any such Third-Party Claim without the written consent of the Principal Shareholder, which consent shall not be unreasonably withheld. In the event that the Principal Shareholder has consented in writing to any such settlement, adjustment or compromise, the Principal Shareholder shall have no liability power or authority to object to the amount of any claim by Parent against the escrow for indemnity with respect to such settlement, adjustment or compromise. The Principal Shareholder shall have the right to settle, adjust, or compromise any settlement made Third-Party Claim, the defense of which is controlled by the Indemnified Principal Shareholder, using amounts held in escrow; provided, however, that, unless the settlement, adjustment or compromise involves no more than the payment of an amount that is less than the amount of funds then remaining in the escrow and provides for the unconditional release of Parent, the Company and their respective affiliates, the Principal Shareholder may not effect the settlement, adjustment, compromise or satisfaction of any such Third-Party Claim without the consent of the indemnifying partyParent, such which consent shall not to be unreasonably withheld. No indemnifying party will settle Parent's failure to give timely notice or to promptly furnish the Representative with any action relevant data and documents in connection with any Third-Party Claim shall not constitute a defense (in part or proceeding or consent in whole) to any claim for indemnification by such party, except and only to the entry of extent that such failure shall result in any judgment without the prior written consent of the Indemnified Party, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release prejudice to such Indemnified Party from all liability in respect of such action or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying party. In connection with any ThirdParty Claim, the indemnified party, or the indemnifying party if it has assumed the defense of such claim pursuant to the preceding sentence, shall diligently pursue the defense of such ThirdParty Claim.

Notification of Claims. Promptly after receipt by a Person entitled to indemnification pursuant to Section 2.8 (a) If any Buyer Indemnified Party, on the one hand, or Seller Indemnified Party, on the other hand (an “"Indemnified Party”) hereunder of written "), has a claim or potential claim or receives notice of any claim, potential claim or the commencement of any action or proceeding with respect which could give rise to which a claim for an obligation on the part of Parent or Sellers, on the one hand, or AlliedSignal or Buyer, on the other hand, to provide indemnification may be made (the "Indemnifying Party") pursuant to this Section 2.87.2 or 7.3, such respectively, the Indemnified Party will, if a claim shall promptly give the Indemnifying Party notice setting forth in respect thereof is to be made against an indemnifying party, give written notice reasonable detail the facts giving rise to the latter claim to the extent known (an "Indemnification Claim"); provided, however, that the failure to give such prompt notice shall not prevent any Indemnified Party from being indemnified hereunder for any Losses, except to the extent that the failure to so promptly notify the Indemnifying Party actually damages the Indemnifying Party or except to the extent such notice is not received during the applicable survival period set forth in Section 7.1. (b) In the event of a claim, a potential claim or the commencement of such any action or proceedingproceeding by a third party which could give rise to an obligation to provide indemnification pursuant to Section 7.2 or 7.3, the Indemnified Party shall give the Indemnifying Party prompt written notice thereof setting forth in reasonable detail the facts giving rise to the claim to the extent known (the "Third Party Indemnification Claim"); provided provided, however, that the failure of the Indemnified Party to give notice as provided herein so promptly notify the Indemnifying Party shall not relieve the indemnifying party of its obligations under this Section 2.8prevent any Indemnified Party from being indemnified for any Losses, except to the extent that the indemnifying party failure to so promptly notify actually damages the Indemnifying Party or except to the extent such notice is prejudiced not received during the applicable survival period set forth in Section 7.1. If the Indemnifying Party confirms in writing (the "Confirmation of Indemnification") to the Indemnified Party within fifteen (15) days after receipt of the Third Party Indemnification Claim the Indemnifying Party's responsibility to indemnify and hold harmless the Indemnified Party therefor in accordance herewith and within such fifteen (15) day period demonstrates to the Indemnified Party's reasonable satisfaction that as of such time (i) in the event the Indemnifying Party is Parent and Sellers, Parent is in compliance with the covenants set forth in Section 4.17 and the face value of the Third Party Indemnification Claim, when aggregated with the face value of all other outstanding claims of Buyer Indemnified Parties, does not exceed the net worth of Parent, or (ii) in the event the Indemnifying Party is AlliedSignal and Buyer, AlliedSignal and Buyer have sufficient financial resources in order to indemnify for the full amount of any material respect potential Liability in connection with such claim, the Indemnifying Party may elect to compromise or defend, at such Indemnifying Party's own expense and by such failure Indemnifying Party's own counsel, which counsel shall be reasonably satisfactory to give notice. In case any such action or proceeding is brought against an the Indemnified Party, unless in any such matter involving the asserted Liability of the Indemnified Party’s reasonable judgment. If the Indemnifying Party elects to compromise or defend any such asserted Liability, based upon advice it shall within fifteen (15) days (or sooner, if the nature of counselthe asserted Liability so requires) notify the Indemnified Party of its intent to do so, a conflict of interest between such indemnified and indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Party shall have cooperate, at the right to assume expense of the Indemnifying Party, in the compromise of, or continue defense against, any such asserted Liability; provided that (i) the Indemnified Party may, if it so desires, employ counsel at its own defense and expense to assist in the indemnifying handling of any such third party claim, (ii) the Indemnifying Party shall be liable for any reasonable expenses therefor (but in no event will bear keep the expenses for more than one firm Indemnified Party advised of counsel for all Indemnified Parties in each jurisdiction who shall, material events with respect to Seller Indemnified Partiesany such third party claim, be approved by (iii) the majority Indemnifying Party shall obtain the prior written approval of the participating Holders in Indemnified Party (which approval may not be unreasonably withheld) before ceasing to defend against such third party claim or entering into any settlement, adjustment or compromise of such third party claim involving injunctive or similar equitable relief being asserted against any Indemnified Party or any Affiliate thereof and (iv) no Indemnifying Party shall, without the registration in respect prior written consent of which such indemnification is sought), the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such each Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal settle or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation and shall have no liability for any settlement made by the Indemnified Party without the consent of the indemnifying party, such consent not to be unreasonably withheld. No indemnifying party will settle any action or proceeding compromise or consent to the entry of any judgment without the prior written consent in any pending or threatened demand, claim, action or cause of the action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not any such Indemnified PartyParty is a party to such demand, claim, action or cause of action, suit or proceeding), unless such settlement settlement, compromise or judgment consent includes an unconditional release of all such Indemnified Parties from all Liability arising out of such claim, action, suit or proceeding. With respect to claims for indemnification arising out of or relating to trade disputes, warranty claims, ordinary course returns and allowances disputes and similar contractual disputes (including late deliveries or delivery of non-conforming goods) ("Special Claims"), (i) includes as an unconditional term thereof if the giving by Special Claim or Claims related to a single third party aggregates less than $1,000,000 on the claimant or plaintiff of a release to such Indemnified Party from all liability in respect face of such action Special Claim or proceeding Claims, AlliedSignal and Buyer shall control the defense and settlement of such claims with such third party, and (ii) does if the Special Claim or Claims related to a single third party aggregates more than $1,000,000 on the face of such Special Claim or Claims, Parent and Sellers shall control the defense of such claims, provided that Parent shall have delivered a Confirmation of Indemnification and demonstrated that Parent has sufficient financial resources in accordance with clause (i) of the second sentence of this Section 7.4(b). Notwithstanding anything contained herein to the contrary, the Indemnifying Party shall not involve be entitled to have sole control over the imposition of equitable remedies defense, settlement, adjustment or the imposition compromise of any obligations on such third party non- monetary claim that seeks an order, injunction or other equitable relief against any Indemnified Party and does not otherwise adversely affect such Indemnified Partyor any Affiliate thereof, other than as a result which, if successful, could materially interfere with the business, Assets, Liabilities, financial condition or results of operations of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunderor any of its Affiliates. An If the Indemnifying Party elects not to compromise or defend against the asserted Liability, or fails to notify the Indemnified Party may not settle any action of its election as herein provided, the Indemnified Party may, at the Indemnifying Party's expense, pay, compromise or proceeding or the entry of any judgment without the prior written consent of the indemnifying party.defend against such asserted Liability. ARTICLE VIII

Notification of Claims. Promptly after receipt by Subject to the provisions of Section 6.8(d) below, in the event of the occurrence of an event which the Buyer or Merger Sub asserts constitutes a Person entitled to indemnification pursuant to Section 2.8 (an “Indemnified Party”) hereunder of written Buyer Indemnity Claim, such party shall provide Dx Xxxxxx with prompt notice of such event and shall otherwise make available to Dx Xxxxxx all relevant information which is material to the commencement claim and which is in the possession of the Buyer or Merger Sub. If such event involves the claim of any action or proceeding with respect to which third party (a claim for indemnification may be made pursuant to this Section 2.8“Third-Party Claim”), such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided that the failure of the Indemnified Party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 2.8, except to the extent that the indemnifying party is prejudiced in any material respect by such failure to give notice. In case any such action or proceeding is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Party Dx Xxxxxx shall have the right to assume elect to join in the defense, settlement, adjustment or continue its own defense compromise of any such Third-Party Claim, and to employ counsel to assist Dx Xxxxxx in connection with the indemnifying party handling of such claim, at the sole expense of Dx Xxxxxx, and no such claim shall be liable for any settled, adjusted or compromised, or the defense thereof terminated, without the prior consent of Dx Xxxxxx unless and until Dx Xxxxxx shall have failed, after the lapse of a reasonable expenses therefor (period of time, but in no event will bear the expenses for more than one firm 30 days after written notice to it of counsel for all Indemnified Parties the Third-Party Claim, to join in each jurisdiction who shallthe defense, with respect to Seller Indemnified Partiessettlement, be approved adjustment or compromise of the same. The failure by the majority of the participating Holders in the registration in respect of which such indemnification is sought), the indemnifying party will be entitled Buyer or Merger Sub to participate in and give timely notice or to assume the defense thereof (at its expense), jointly furnish Dx Xxxxxx with any other indemnifying party similarly notified relevant data and documents in connection with any Third-Party Claim shall not constitute a defense (in part or in whole) to any claim for indemnification by Dx Xxxxxx, except and only to the extent that it such failure shall result in any material prejudice to Dx Xxxxxx. If so desired by Dx Xxxxxx, Dx Xxxxxx may wishelect, with counsel reasonably satisfactory to such Indemnified Partyat their sole expense, and after notice from the indemnifying party to such Indemnified Party of its election so to assume control of the defense thereofdefense, settlement, adjustment or compromise of any Third-Party Claim, insofar as such claim relates to the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs liability of investigation and Dx Xxxxxx provided that Dx Xxxxxx shall have no liability for any settlement made by the Indemnified Party without obtain the consent of the indemnifying partyBuyer and Merger Sub before entering into any settlement, such consent not to be unreasonably withheld. No indemnifying party will settle any action adjustment or proceeding or consent to the entry of any judgment without the prior written consent of the Indemnified Party, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such Indemnified Party from all liability in respect compromise of such action claims, or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on ceasing to defend against such Indemnified Party and does not otherwise adversely affect such Indemnified Partyclaims, other than if as a result of thereof, or pursuant thereto, there would be imposed on the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding Buyer or the entry Merger Sub any material liability or obligation not covered by the indemnity obligations of Dx Xxxxxx under this Agreement (including, without limitation, any judgment without injunctive relief or other remedy). In connection with any Third-Party Claim, the prior written consent Buyer and the Merger Sub, or Dx Xxxxxx if they have assumed the defense of such claim pursuant to the indemnifying partypreceding sentence, shall diligently pursue the defense of such Third-Party Claim.

Notification of Claims. Promptly after receipt by a Person entitled Subject to indemnification pursuant to the provisions of Section 2.8 (an “Indemnified Party”) hereunder of written notice 10.5, in the event of the commencement occurrence of an event which any action party asserts constitutes a Sub Indemnity Claim or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 2.8Company Shareholder Indemnity Claim, as applicable, such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided that the failure of the Indemnified Party to give notice as provided herein party shall not relieve provide the indemnifying party with prompt notice of its obligations under this Section 2.8, except such event and shall otherwise make available to the extent that the indemnifying party all relevant information which is prejudiced material to the claim and which is in the possession of the indemnified party. If such event involves the claim of any material respect by such failure to give notice. In case any such action or proceeding is brought against an Indemnified Partythird party (a "Third-Party Claim"), unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and the indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Party party shall have the right to assume elect to join in the defense, settlement, adjustment or continue its own defense compromise of any such Third-Party Claim, and the to employ counsel to assist such indemnifying party shall be liable for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect to Seller Indemnified Parties, be approved by the majority of the participating Holders in the registration in respect of which such indemnification is sought), the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs handling of investigation and shall have no liability for any settlement made by such claim, at the Indemnified Party without the consent sole expense of the indemnifying party, and no such consent not to claim shall be unreasonably withheld. No indemnifying party will settle any action settled, adjusted or proceeding compromised, or consent to the entry of any judgment defense thereof terminated, without the prior written consent of the Indemnified Party, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such Indemnified Party from all liability in respect of such action or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying party unless and until the indemnifying party shall have failed, after the lapse of a reasonable period of time, but in no event more than 30 days after written notice to it of the Third-Party Claim, to join in the defense, settlement, adjustment or compromise of the same. An indemnified party's failure to give timely notice or to furnish the indemnifying party with any relevant data and documents in connection with any Third-Party Claim shall not constitute a defense (in part or in whole) to any claim for indemnification by such party, except and only to the extent that such failure shall result in any material prejudice to the indemnifying party. If so desired by any indemnifying party, such party may elect, at such party's sole expense, to assume control of the defense, settlement, adjustment or compromise of any Third-Party Claim, with counsel reasonably acceptable to the indemnified parties, insofar as such claim relates to the liability of the indemnifying party, provided that such indemnifying party shall obtain the consent of all indemnified parties before entering into any settlement, adjustment or compromise of such claims, or ceasing to defend against such claims, if as a result thereof, or pursuant thereto, there would be imposed on an indemnified party any material liability or obligation not covered by the indemnity obligations of the indemnifying parties under this Agreement (including, without limitation, any injunctive relief or other remedy). In connection with any Third-Party Claim, the indemnified party, or the indemnifying party if it has assumed the defense of such claim pursuant to the preceding sentence, shall diligently pursue the defense of such Third-Party Claim.

Notification of Claims. Promptly after receipt by a Person entitled to indemnification pursuant to Section 2.8 (an “Indemnified Party”) hereunder of written notice In the event of the commencement occurrence of any action or proceeding with an event which an indemnified Person asserts constitutes an event in respect to of which a claim for indemnification may be made pursuant to this Section 2.8sought from an indemnitor hereunder, such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written indemnified Person shall provide the indemnitors with prompt notice of such event ("Claim") and shall otherwise make available to the latter indemnitor all relevant information which is material to the Claim and which is in the possession of the commencement of indemnified Person. If such action or proceeding; provided that event involves a Claim brought by any third party (a "Third-Party Claim"), the failure of the Indemnified Party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 2.8, except to the extent that the indemnifying party is prejudiced in any material respect by such failure to give notice. In case any such action or proceeding is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Party indemnitors shall have the right to assume or continue its own defense and the indemnifying party shall be liable for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect elect to Seller Indemnified Parties, be approved by the majority of the participating Holders join in the registration in respect defense, settlement, adjustment or compromise of which any such indemnification is sought)Third-Party Claim, the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified employ counsel to the extent that it may wish, with counsel reasonably satisfactory to assist such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter indemnitor in connection with the handling of such Claim, at the sole expense of the indemnitor, and no such Claim shall be settled, adjusted or compromised, or the defense thereof other than reasonable costs of investigation and shall have no liability for any settlement made by the Indemnified Party without the consent of the indemnifying partyterminated, such consent not to be unreasonably withheld. No indemnifying party will settle any action or proceeding or consent to the entry of any judgment without the prior written consent of the Indemnified Partyindemnitor unless and until the indemnitor shall have failed, unless such settlement or judgment (i) includes as an unconditional term thereof after the giving by the claimant or plaintiff lapse of a release to such Indemnified Party from all liability reasonable period of time, but in respect no event more than thirty (30) days after notice of such action Claim, to join in the defense, settlement, adjustment or proceeding compromise of the same. An indemnified Person’s failure to give timely notice or to furnish the indemnitors with any relevant data and documents in connection with any Third-Party Claim shall not constitute a defense (iiin part or in whole) does not involve to any claim for indemnification by such Person, except and only to the imposition extent that such failure shall result in any material prejudice to the indemnitors. If so desired by any of equitable remedies the indemnitors, such indemnitor may elect, at such indemnitor’s sole expense, to assume control of the defense, settlement, adjustment or the imposition compromise of any obligations on Third-Party Claim, provided that before entering into any settlement, adjustment or compromise of such Indemnified Party and does not otherwise adversely affect claim, or ceasing to defend against such Indemnified PartyClaim, other than if as a result thereof, or pursuant thereto, there would be imposed on any indemnified Person any liability or obligation not covered by the indemnification obligations of the imposition of financial obligations for which indemnitors under this Agreement (including, without limitation, any injunctive relief or other remedy), such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or indemnitors shall obtain the entry of any judgment without the prior written consent of such indemnified Persons (which consent shall not be unreasonably withheld, conditioned or delayed). After an indemnitor assumes control of the indemnifying partydefense, settlement, adjustment or compromise of a claim, any indemnified Person shall be entitled to participate in such defense, settlement, adjustment or compromise through counsel of its own choosing; provided that the fees and expenses of such counsel shall be borne by such indemnified Person.

Notification of Claims. Promptly after receipt by a Person entitled to indemnification pursuant to Section 2.8 2.7 (an “Indemnified Party”) hereunder of written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 2.82.7, such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided that the failure of the Indemnified Party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 2.82.7, except to the extent that the indemnifying party is prejudiced in any material respect by such failure to give notice. In case any such action or proceeding is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Party shall have the right to assume or continue its own defense and the indemnifying party shall be liable for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect to Seller Indemnified Parties, be approved by the majority of the participating Holders in the registration in respect of which such indemnification is sought)therefor, the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation and shall have no liability for any settlement made by the Indemnified Party without the consent of the indemnifying party, such consent not to be unreasonably withheld. No indemnifying party will settle any action or proceeding or consent to the entry of any judgment without the prior written consent of the Indemnified Party, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such Indemnified Party from all liability in respect of such action or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying partyparty (which consent shall not be unreasonably withheld or delayed).

Notification of Claims. Promptly after receipt by a (a) A Person that may be entitled to indemnification pursuant to Section 2.8 be indemnified under this Agreement (an the “Indemnified Party”), shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) hereunder of written notice of the commencement in writing of any action claim in respect of which indemnity may be sought under this Article X, including any pending or proceeding threatened claim or demand by a third party that the Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, each a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to which a claim for indemnification may be made pursuant to this Section 2.8, such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement subject matter of such action claim or proceedingdemand; provided provided, however, that the failure of the Indemnified Party to give provide such notice as provided herein shall not relieve release the indemnifying party Indemnifying Party from any of its obligations under this Section 2.8, Article X except to the extent that the indemnifying party Indemnifying Party is prejudiced in any material respect by such failure failure. The parties agree that (i) in this Article X they intend to give notice. In shorten (in the case any such action of the limited survival periods specified in Section 10.01 or proceeding is brought against an Indemnified Partythis Section 10.04(a)) and lengthen (in the case of the indefinite survival periods specified in Section 10.01), unless in such Indemnified Party’s reasonable judgmentas the case may be, based upon advice the applicable statute of counsel, a conflict of interest between such indemnified and indemnifying parties may exist limitations period with respect to certain claims; (ii) notices for claims in respect of a breach of a representation, warranty, covenant or agreement (other than a Post-Closing Covenant) must be delivered prior to the expiration of any applicable survival period specified in Section 10.01 for such action representation, warranty, covenant or proceeding agreement; (in which case the Indemnified Party shall have the right to assume or continue its own defense and the indemnifying party shall be liable iii) notices for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect to Seller Indemnified Parties, be approved by the majority of the participating Holders in the registration claims in respect of a breach of a Post-Closing Covenant must be delivered prior to the date that is six (6) months after the last day of the effective period of such Post-Closing Covenant; and (iv) any claims for indemnification for which notice is not timely delivered in accordance with this Section 10.04(a) shall be expressly barred and are hereby waived; provided, further, that if, prior to such applicable date, a party hereto shall have notified the other party hereto in accordance with the requirements of this Section 10.04(a) of a claim for indemnification is soughtunder this Article X (whether or not formal legal action shall have been commenced based upon such claim), the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation and claim shall have no liability for any settlement made by the Indemnified Party without the consent of the indemnifying party, such consent not continue to be unreasonably withheld. No indemnifying party will settle any action or proceeding or consent subject to indemnification in accordance with this Article X notwithstanding the entry of any judgment without the prior written consent of the Indemnified Party, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such Indemnified Party from all liability in respect passing of such action or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying partyapplicable date.

Notification of Claims. Promptly after receipt by a Person entitled to indemnification pursuant to Section 2.8 In the event of the occurrence of an event which Licensee or Licensor (an “the "Indemnified Party”"), as the case may be, asserts constitutes a claim under Section 9.2, the Indemnified Party shall provide prompt notice of such event to Licensor, in the case of Licensee as the Indemnified Party, or to Licensee, in the case of Licensor as the Indemnified Party (the "Indemnifying Party"), and shall otherwise make available to the Indemnifying Party all relevant information which is material to the claim. Failure to give timely notice or to furnish the Indemnifying Party with any relevant data and documents in connection with any claim shall not constitute a defense (in part or in whole) hereunder to any claim for indemnification by the Indemnified Party, unless, and only to the extent that, such failure results in any material prejudice to the Indemnifying Party. The Indemnifying Party may elect, at its own expense, to assume exclusive control of the defense of such claim, if the Indemnifying Party gives written notice of its intention to do so no later than thirty (30) days following notice of such claim by the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 2.8, such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of or such action or proceeding; provided shorter time period as required so that the failure interests of the Indemnified Party would not be materially prejudiced as a result of the failure to give notice as have received such notice; provided herein that, (i) the Indemnifying Party shall obtain the consent of the Indemnified Party (which consent shall not relieve be unreasonably withheld or delayed) before entering into any settlement, adjustment or compromise of such claims, or ceasing to defend against such claims, if as a result thereof, or pursuant thereto, there would be imposed on the indemnifying party Indemnified Party any material liability or obligation not covered by the indemnity obligations of its obligations the Indemnifying Party under this Section 2.8Agreement (including, without limitation, any injunctive relief or other remedy), except with respect to a settlement adjustment or compromise which results solely in a monetary liability and (ii) if the extent Indemnified Party shall have reasonably concluded that the indemnifying party separate counsel is prejudiced in any material respect by such failure to give notice. In case any such action or proceeding is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, required because a conflict of interest between such indemnified and indemnifying parties may exist in respect of such action or proceeding (in which case would otherwise exist, the Indemnified Party shall have the right to assume or continue its own defense and the indemnifying party shall be liable for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of select separate counsel for all Indemnified Parties in each jurisdiction who shall, with respect to Seller Indemnified Parties, be approved by the majority of the participating Holders in the registration in respect of which such indemnification is sought), the indemnifying party will be entitled to participate in the defense of such action on its behalf, at the expense of the Indemnified Party. 25 <PAGE> b. In the event that Indemnifying Party elects to assume control of the defense of any such claim, the Indemnified Party shall cooperate with the Indemnifying Party in such proceeding and shall execute all papers necessary and desirable and shall testify or provide evidence whenever reasonably requested to do so. The Indemnified Party may elect to join in the defense of such claim and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified employ counsel to the extent that assist it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the handling of such claim, at the sole expense of the Indemnified Party, provided, however, that no such claim shall be settled, adjusted or compromised, or the defense thereof other than reasonable costs of investigation and shall have no liability for any settlement made terminated by the Indemnified Party Party, without the prior consent of the indemnifying partyIndemnifying Party (which consent shall not be reasonably withheld or delayed), such consent not to be unreasonably withheld. No indemnifying party will settle any action or proceeding and provided, further that no Indemnified Party may settle, compromise or consent to the entry of any judgment without in any claim for which indemnification may be sought hereunder unless such settlement, compromise or consent also includes an express, unconditional release of the prior written consent Indemnifying Party and its directors, officers, stockholders, employees and agents from all liabilities and obligations arising therefrom. c. In the event that the Indemnifying Party does not notify the Indemnified Party within thirty (30) days that it will assume control of the defense of any such claim for which the Indemnified Party would be entitled to indemnification hereunder, then the Indemnified Party shall have the right to defend such claim at its own expense, and the Indemnifying Party shall cooperate as requested in such defense, at the expense of the Indemnified Party with respect to documented and reasonable out-of-pocket expenses incurred by the Indemnifying Party in the defense of the claim, provided, however, that no such claim shall be settled, adjusted or compromised, or the defense thereof terminated by the Indemnified Party, unless such settlement or judgment (i) includes as an unconditional term thereof without the giving by the claimant or plaintiff of a release to such Indemnified Party from all liability in respect of such action or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result prior consent of the imposition of financial obligations for Indemnifying Party (which such Indemnified Party will consent shall not be indemnified hereunder. An reasonably withheld or delayed), and provided, further, that no Indemnified Party may not settle any action settle, compromise or proceeding or consent to the entry of any judgment without the prior written in any claim for which indemnification may be sought hereunder unless such settlement, compromise or consent also includes an express, unconditional release of the indemnifying party.Indemnifying Party and its directors, officers, stockholders, employees and agents from all liabilities and obligations arising therefrom. 9.4

Notification of Claims. Promptly after receipt by a Person (a) A party entitled to indemnification be indemnified pursuant to Section 2.8 10.01 or 10.02 (an “the "Indemnified Party”") hereunder of written notice of shall promptly (and in no event later than 30 days) notify the commencement party liable for such indemnification (the "Indemnifying Party") in writing of any action third party claim or proceeding with respect to demand which a claim for indemnification may be made pursuant to this Section 2.8, such the Indemnified Party willhas determined has given or could give rise to a right of indemnification under this Agreement; provided, if a claim in respect thereof is however, that failure to be made against an indemnifying party, give written notice such notification shall not affect the indemnification provided hereunder except to the latter of extent the commencement Indemnifying Party shall have been actually prejudiced as a result of such action or proceeding; provided that failure. (b) The Indemnifying Party shall have the failure of right to employ counsel reasonably acceptable to the Indemnified Party to give assume and defend any such third party claim or demand asserted against the Indemnified Party at its own expense; provided that such counsel has no conflict of interest. The Indemnified Party shall have the right to participate in (but not control) the defense of any such claim or demand at its own expense. The Indemnifying Party shall notify the Indemnified Party in writing, as promptly as possible after the date of the notice as of claim given by the Indemnified Party to the Indemnifying Party under Section 10.05(a), of its election to defend in good faith any such third party claim or demand. The Indemnified Party shall not settle or compromise any such third party claim or demand without the consent of the Indemnifying Party (not to be unreasonably withheld) unless the judgment or proposed settlement by its terms (w) obligates the Indemnified Party to pay the full amount of the liability in connection with such third party claim, (x) releases the Indemnifying Party completely in connection with such third party claim, (y) does not impose an injunction or other equitable relief upon the Indemnifying Party and (z) does not otherwise adversely affect the Indemnifying Party). The Indemnified Party shall cooperate with and shall make available to the Indemnifying Party or its agents, all records and other material in the Indemnified Party's possession reasonably required by it for its use in contesting any third party claim or demand. The Indemnifying Party shall not settle or compromise any such third party claim or demand unless the Indemnified Party consents (which such consent shall not be unreasonably withheld), unless the judgment or proposed settlement by its terms (w) obligates the Indemnifying Party to pay the full amount of the liability in connection with such third party claim, (x) releases the Indemnified Party completely in connection such third party claim, (y) does not impose an injunction or other equitable relief upon the Indemnified Party and (z) does not otherwise adversely affect the Indemnified Party). (c) In the event any Indemnified Party should have a claim against any Indemnifying Party under Section 10.01 or 10.02 that does not involve a third party claim being asserted against or sought to be collected from such Indemnified Party, the Indemnified Party shall deliver notice of such claim with reasonable promptness to the Indemnifying Party; provided herein that such notice shall not be effective unless it expressly specifies, or it is reasonably apparent from the document, that it is a notice for indemnification hereunder. Subject to Section 10.04, the failure by any Indemnified Party to so notify the Indemnifying Party shall not relieve the indemnifying party of its obligations Indemnifying Party from any liability that it may have to such Indemnified Party under this Section 2.810.01 or 10.02, except to the extent that the indemnifying party is Indemnifying Party demonstrates that it has been prejudiced in any material respect by such failure to give noticefailure. In case any such action or proceeding is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and indemnifying parties may exist in respect of such action or proceeding (in which case If the Indemnifying Party does not notify the Indemnified Party shall have within fourteen (14) calendar days following its receipt of such notice that the right to assume or continue Indemnifying Party disputes its own defense and the indemnifying party shall be liable for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect to Seller Indemnified Parties, be approved by the majority of the participating Holders in the registration in respect of which such indemnification is sought), the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified liability to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof61 <page> under Section 10.01 or 10.02, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation and shall have no liability for any settlement made claim specified by the Indemnified Party without the consent in such notice shall be conclusively deemed a liability of the indemnifying party, Indemnifying Party under Section 10.01 or 10.02 and the Indemnifying Party shall pay the amount of such consent not to be unreasonably withheld. No indemnifying party will settle any action or proceeding or consent liability to the entry Indemnified Party on demand or, in the case of any judgment without notice in which the prior written consent amount of the Indemnified Partyclaim (or any portion thereof) is estimated, unless on such settlement or judgment (i) includes as an unconditional term thereof later date when the giving by the claimant or plaintiff of a release to such Indemnified Party from all liability in respect amount of such action claim (or proceeding and (iisuch portion thereof) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunderbecomes finally determined. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying partySECTION 10.06.

Notification of Claims. Promptly after receipt by a Person entitled to indemnification pursuant to Section 2.8 2.7 (an “Indemnified Party”) hereunder of written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 2.82.7, such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided provided, that the failure of the Indemnified Party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 2.82.7, except to the extent that the indemnifying party is actually prejudiced in any material respect by such failure to give notice. In case any such action or proceeding is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Party shall have the right to assume or continue its own defense and the indemnifying party shall be liable for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect to Seller Indemnified Parties, be approved by the majority of the participating Holders in the registration in respect of which such indemnification is sought)therefor, the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation and investigation. In all cases, the indemnifying party shall have no liability for any settlement made by the Indemnified Party without the prior written consent of the indemnifying party, such consent not to be unreasonably withheld. No indemnifying party will settle any action or proceeding or consent to the entry of any judgment without the prior written consent of the Indemnified Party, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a an unconditional release to such Indemnified Party from all liability in respect of such action or proceeding and proceeding, (ii) does not involve the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunderhereunder and (iii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of such Indemnified Party. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying partyparty (which consent shall not be unreasonably withheld or delayed).

Notification of Claims. Promptly after receipt by a Person entitled Subject to indemnification pursuant to the provisions of Section 2.8 ---------------------- 11.4 below, in the event of the occurrence of an event which the Parent asserts constitutes an Indemnity Claim, Parent shall provide the Representative (an “Indemnified Party”on behalf of the indemnifying parties) hereunder of with prompt written notice of such event and shall otherwise promptly make available to the commencement Representative all relevant information which is material to the claim and which is in the possession of the indemnified party. If such event involves the claim of any action or proceeding with respect to which third party (a claim for indemnification may be made pursuant to this Section 2.8"Third-Party Claim"), such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided that the failure of the Indemnified Party to give notice Representative as provided herein shall not relieve the indemnifying party of its obligations under this Section 2.8, except to the extent that the indemnifying party is prejudiced in any material respect by such failure to give notice. In case any such action or proceeding is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Party shall have the right to assume elect to join in the defense, settlement, adjustment or continue its own defense compromise of any such Third-Party Claim, and, if he so elects, to control such defense, settlement, adjustment or compromise, and the to employ counsel to assist such indemnifying party shall be liable for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect to Seller Indemnified Parties, be approved by the majority of the participating Holders in the registration in respect of which such indemnification is sought), the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs handling of investigation and such claim, at the sole expense of the indemnifying party, to be paid from amounts held in escrow by the Escrow Agent in accordance with the terms of the Escrow Agreement. Unless the Representative elects to assume such defense, settlement, adjustment or compromise, Parent shall have no liability for the right to settle any settlement made by such Third-Party Claim; provided, however, that Parent may not effect the Indemnified -------- ------- settlement, adjustment or compromise of any such Third-Party Claim without the consent of the indemnifying partyRepresentative, such which consent shall not to be unreasonably withheld. No indemnifying party will settle In the event that the Representative has consented to any action such settlement, adjustment or proceeding compromise, the Representative shall have no power or consent authority to object to the entry amount of any judgment claim by Parent against the escrow for indemnity with respect to such settlement, adjustment or compromise, provided such amount is not in excess of the amount actually paid by Parent with respect to such Third Party Claim. The Representative shall have the right to settle, adjust, or compromise any Third-Party Claim, the defense of which is controlled by the Representative, using amounts held in escrow; provided, however, that, unless -------- ------- the settlement, adjustment or compromise involves no more than the payment of an amount that is less than the amount of funds then remaining in the escrow and provides for the unconditional release of Parent, the Company and their respective affiliates, the Representative may not effect the settlement, adjustment, compromise or satisfaction of any such Third-Party Claim without the prior written consent of the Indemnified PartyParent, unless which consent shall not be unreasonably withheld. Parent's failure to give timely notice or to promptly furnish the Representative with any relevant data and documents in connection with any Third-Party Claim shall not constitute a defense (in part or in whole) to any claim for indemnification by such settlement or judgment (i) includes as an unconditional term thereof party, except and only to the giving by the claimant or plaintiff of a release extent that such failure shall result in any prejudice to such Indemnified Party from all liability in respect of such action or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying party. In connection with any Third-Party Claim, the indemnified party, or the indemnifying party if it has assumed the defense of such claim pursuant to the preceding sentence, shall diligently pursue the defense of such Third-Party Claim.

Notification of Claims. Promptly after receipt by Subject to the provisions of Sections 11.4 and 11.5, in the event of the occurrence of an event which any party asserts constitutes a Person entitled Claim, the party asserting such claim (such party hereinafter referred to indemnification pursuant to Section 2.8 (an “Indemnified Party”as the "indemnified party") hereunder of written shall provide prompt notice of such event to the commencement Stockholder Representatives (in the case of a Xxxxxx Indemnity Claim) or Xxxxxx (in the case of a CCG Indemnity Claim) (such party hereinafter referred to as the "indemnifying party") and shall otherwise make available to the indemnifying party all relevant information which is material to the Claim and which is in the possession of the indemnified party. An indemnified party's failure to give timely notice or to furnish the indemnifying party with any action relevant data and documents in connection with any Third-Party Claim (as defined below) shall not constitute a defense (in part or proceeding with respect in whole) to which a any claim for indemnification may be made pursuant to this Section 2.8, by such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided that the failure of the Indemnified Party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 2.8, except and only to the extent that such failure shall result in any material prejudice to the indemnifying party. If such event involves the claim of any third party (a "Third-Party Claim") (other than in respect of any Tax for any Straddle Period or any Xxxxxx Indemnity Claim for Taxes with respect to a period ending after the Closing Date), and, so long as the indemnifying party is has acknowledged its liability for such indemnification hereunder, such party may elect, at such party's sole expense, (without prejudice to the right of the indemnified party to fully participate at its own expense through counsel of its own choosing) to assume control of the defense, settlement, adjustment or compromise of any Third-Party Claim, with counsel reasonably acceptable to the indemnified parties, insofar as such claim relates to a Xxxxxx Indemnity Claim or a CCG Indemnity Claim (subject to the limitations specified in Section 11.5), if the indemnifying party gives written notice of its intention to do so no later than thirty (30) days following notice thereof by an indemnified party or such shorter time period as required so that the interests of the indemnified parties would not be materially prejudiced in as a result of the failure to have received such notice; provided that (i) such indemnifying party shall obtain the consent of all indemnified parties (which consent shall not be unreasonably withheld or delayed) before entering into any settlement, adjustment or compromise of such claims, or ceasing to defend against such claims, if as a result thereof, or pursuant thereto, there would be imposed on an indemnified party any material respect liability or obligation not covered by such failure to give notice. In case the indemnity obligations of the indemnifying parties under this Agreement (including, without limitation, any such action injunctive relief or proceeding other remedy) and (ii) if the indemnified party shall have reasonably concluded that separate counsel is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, required because a conflict of interest between such would otherwise exist, the indemnified and indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Party party shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the indemnified party. If the indemnifying party does not so choose to assume control of the defense, settlement, adjustment or continue its own defense and compromise of any such Third-Party Claim for which any indemnified party would be entitled to indemnification hereunder, then the indemnifying party shall be liable for any reasonable expenses therefor (but in no event will bear have the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect right to Seller Indemnified Parties, be approved by the majority of the participating Holders elect to join in the registration in respect defense, settlement, adjustment or compromise of which any such indemnification is sought)Third-Party Claim, the and to employ counsel to assist such indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs handling of investigation and shall have no liability for any settlement made by such claim, at the Indemnified Party without the consent sole expense of the indemnifying party, and no such consent not to claim shall be unreasonably withheld. No indemnifying party will settle any action settled, adjusted or proceeding compromised, or consent to the entry of any judgment defense thereof terminated by the indemnified party, without the prior written consent of the Indemnified Partyindemnifying party (which consent shall not be unreasonably withheld or delayed) unless and until the indemnifying party shall have failed, unless such settlement or judgment (i) includes as an unconditional term thereof after the giving by the claimant or plaintiff lapse of a release reasonable period of time, but in no event more than 30 days after written notice to it of the Third-Party Claim, to join in the defense, settlement, adjustment or compromise of the same. In connection with any Third-Party Claim, the indemnified party, or the indemnifying party if it has assumed the defense of such claim pursuant to the this Section, shall diligently pursue the defense of such Third-Party Claim. In the case of any Third-Party Claim in respect of any Tax for any Straddle Period, Xxxxxx shall obtain the consent of the Stockholder Representatives (which consent shall not be unreasonably withheld or delayed) before entering into any settlement, adjustment or compromise of such claims, or ceasing to defend against such claims, if such action or omission adversely affects the liability of any CCG Indemnified Party from all liability or the Escrow Deposit for Taxes in respect of such action or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying partyStraddle Period.

Notification of Claims. Promptly after receipt by a Person entitled Right to indemnification pursuant to Section 2.8 (an “Indemnified Party”) hereunder of written notice of the commencement of any action or proceeding with respect to which Contest and Defend. To make a claim for indemnification may be made pursuant to under this Section 2.8Article X, such Indemnified each Party will, if a promptly after the receipt of notice of any claim in respect thereof is to of which indemnity may be made against an indemnifying partysought from the other Party, give written notice to the latter notify such Party in writing of the commencement receipt of such action or proceeding; provided that claim, including the failure specific developments giving rise to such claim and the specific basis under this Agreement for its claim for indemnification. The omission of the Indemnified Party to give notice as provided herein notify the Indemnifying Party of any such claim shall not relieve the indemnifying party Indemnifying Party from any liability in respect of its obligations under this Section 2.8such claim which it may have to the Indemnified Party on account of the indemnity agreement herein (except, except however, that the Indemnifying Party shall be relieved of Liability to the extent that the indemnifying party is prejudiced in any material respect by such failure to give noticenotify shall have caused prejudice to the defense of such claim), nor shall it relieve the Indemnifying Party from any other Liability which it may have to the Indemnified Party. In case of a third Person claim, the Indemnifying Party shall be entitled at its cost and expense to contest and defend by all appropriate legal proceedings any claim with respect to which it is called upon to indemnify the Indemnified Party under the provisions of this Agreement; provided, however, that notice. of the intention to assume and contest shall be delivered by the Indemnifying Party to the Indemnified Party within forty-five (45) days from the date of delivery to the Indemnifying Party of notice by the Indemnified Party of the assertion of the claim. Any such action contest may be conducted in the name and on behalf of the Indemnifying Party or proceeding is brought against an the Indemnified Party as may be appropriate. Such contest shall be conducted by attorneys employed or engaged by the Indemnifying Party, unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and indemnifying parties may exist in respect of such action or proceeding (in which case but the Indemnified Party shall have the right to assume or continue participate in such proceedings and to be represented by attorneys of its own defense choosing at its cost and expense. If the indemnifying party Indemnified Party joins in any such contest, the Indemnifying Party shall coordinate all matters with the Indemnified Party, but the Indemnifying Party shall have full authority to determine all action to be liable for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, taken with respect to Seller Indemnified Parties, be approved by the majority of the participating Holders in the registration in respect of which such indemnification is sought)thereto. If after notice as provided for herein, the indemnifying party will be entitled Indemnifying Party does not elect to participate contest or defend any claim as provided in and this Section 10.5, the Indemnified Party shall have the right to defend against the claim, subject to the right of (he Indemnifying Party to assume the defense thereof (of the claim at its expense), jointly with any other indemnifying party similarly notified time prior to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Partysettlement and final determination thereof, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation and may (but shall have no liability for obligation to) contest any settlement made by such claim. At any time after the commencement of defense of any claim, the Indemnifying Party may request the Indemnified Party without to agree in writing to the consent abandonment of such contest or to the payment or compromise by the Indemnifying Party of the indemnifying partyasserted claim, whereupon such consent not action shall be taken unless the Indemnified Party determines in good faith that failure to be unreasonably withheld. No indemnifying party will settle any continue the contest or taking of such action or proceeding or consent to would adversely affect the entry of any judgment without the prior written consent business of the Indemnified PartyParty or any of its Affiliates, unless such settlement or judgment and so notifies the Indemnifying Party in writing within fifteen (i15) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such Indemnified Party from all liability in respect days of such action or proceeding and (ii) does not involve request from the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Indemnifying Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying party.

Notification of Claims. Promptly after In order that the indemnification provisions contained in this Section shall apply, upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification (the "Indemnitee") shall promptly notify in writing the other party (the "Indemnitor") of such assertion, and shall keep the other party advised with respect to all developments concerning such claim. The Indemnitor may assume the defense of any suit brought to enforce any claim brought against the Indemnitee and may retain counsel of good standing chosen by the Indemnitor and approved by the Indemnitee, which approval shall not be withheld unreasonably. The Indemnitor shall advise the Indemnitee in writing that it will assume the defense of the suit and retain counsel within ten (10) days of receipt by a Person entitled to indemnification pursuant to Section 2.8 (an “Indemnified Party”) hereunder of written the notice of the commencement claim. If the Indemnitor assumes the defense of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 2.8, such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided that the failure of the Indemnified Party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 2.8, except to the extent that the indemnifying party is prejudiced in any material respect by such failure to give notice. In case any such action or proceeding is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment, based upon advice of suit and retains counsel, a conflict of interest between such indemnified and indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Party defendants shall have the right to assume or continue its own defense and the indemnifying party shall be liable for any reasonable expenses therefor (but in no event will bear the fees and expenses for more than one firm of any additional counsel for all Indemnified Parties in each jurisdiction who shall, with respect to Seller Indemnified Parties, be approved by that they retain. If the majority of the participating Holders in the registration in respect of which such indemnification is sought), the indemnifying party will be entitled to participate in and to Indemnitor does not assume the defense thereof (at its expense)of any such suit, jointly with any other indemnifying party similarly notified to or if the extent Indemnitee does not approve of counsel chosen by the Indemnitor or has been advised that it may wish, have available defenses or claims that are not available to or conflict with counsel reasonably satisfactory those available to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereofIndemnitor, the indemnifying party Indemnitor will not reimburse any Indemnitee named as defendant in such suit for the reasonable fees and expenses of any counsel that person retains. The Indemnitee shall in no case confess any claim or make any compromise in any case in which the Indemnitor may be liable required to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection indemnify it except with the defense thereof other than reasonable costs of investigation and Indemnitor's prior written consent, which consent shall have no liability for any settlement made by the Indemnified Party without the consent of the indemnifying party, such consent not to be unreasonably withheld. No indemnifying party will settle any action or proceeding or consent to the entry of any judgment without the prior written consent of the Indemnified Party, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such Indemnified Party from all liability in respect of such action or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying party.

Notification of Claims. Promptly after receipt by a (a) A Person that may be entitled to indemnification pursuant to Section 2.8 be indemnified under this Agreement (an the “Indemnified Party”) hereunder of written notice of shall promptly notify the commencement party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any action claim in respect of which indemnity may be sought under this ARTICLE X, including any pending or proceeding threatened claim or demand by a third party that the Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party) (each, a “Third-Party Claim”), describing in reasonable detail the facts and circumstances with respect to which a claim for indemnification may be made pursuant to this Section 2.8, such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement subject matter of such action claim or proceedingdemand; provided provided, however, that the failure of the Indemnified Party to give provide such notice as provided herein shall not relieve release the indemnifying party Indemnifying Party from any of its obligations under this Section 2.8, ARTICLE X except to the extent that the indemnifying party Indemnifying Party is prejudiced in any material respect by such failure failure. The parties agree that (i) in this ARTICLE X they intend to give notice. In shorten (in the case any such action or proceeding is brought against an Indemnified Party, unless of the limited survival periods 52 specified in such Indemnified Party’s reasonable judgment, based upon advice Section 10.01) and lengthen (in the case of counsel, a conflict the indefinite survival periods specified in Section 10.01) (as the case may be) the applicable statute of interest between such indemnified and indemnifying parties may exist limitations period with respect to certain claims; (ii) notices for claims in respect of a breach of a representation, warranty, covenant or agreement (other than a Post-Closing Covenant) must be delivered prior to the expiration of any applicable survival period specified in Section 10.01 for such action representation, warranty, covenant or proceeding agreement; (in which case the Indemnified Party shall have the right to assume or continue its own defense and the indemnifying party shall be liable iii) notices for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect to Seller Indemnified Parties, be approved by the majority of the participating Holders in the registration claims in respect of a breach of a Post-Closing Covenant must be delivered prior to the date that is six (6) months after the last day of the effective period of such Post-Closing Covenant; and (iv) any claims for indemnification for which notice is not timely delivered in accordance with this Section 10.04(a) shall be expressly barred and are hereby waived; provided, further, that if, prior to such applicable date, a party hereto shall have notified the other party hereto in accordance with the requirements of this Section 10.04(a) of a claim for indemnification is soughtunder this ARTICLE X (whether or not formal legal action shall have been commenced based upon such claim), the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation and claim shall have no liability for any settlement made by the Indemnified Party without the consent of the indemnifying party, such consent not continue to be unreasonably withheld. No indemnifying party will settle any action or proceeding or consent subject to indemnification in accordance with this ARTICLE X notwithstanding the entry of any judgment without the prior written consent of the Indemnified Party, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such Indemnified Party from all liability in respect passing of such action or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying partyapplicable date.

Notification of Claims. Promptly after receipt by a Person entitled to indemnification pursuant to Section 2.8 (an “Indemnified Party”) hereunder of written notice In the event of the commencement occurrence of any action event which any party asserts constitutes a Buyer Indemnity Claim or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 2.8Seller Indemnity Claim, such Indemnified Party willas applicable, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided that the failure of the Indemnified Party to give notice as provided herein indemnified party shall not relieve provide the indemnifying party with prompt notice of its obligations under this Section 2.8such event, except including, without limitation, any facts and circumstances which give rise to the extent that such claim, and shall otherwise make available to the indemnifying party all relevant information which is prejudiced material to the claim and which is in the possession of the indemnified party. If such event involves the claim of any material respect by such failure to give notice. In case any such action or proceeding is brought against an Indemnified Partythird party (a "Third-Party Claim"), unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and the indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Party party shall have the right to assume elect to join in the defense, settlement, adjustment or continue its own defense compromise of any such Third-Party Claim, and the to employ counsel to assist such indemnifying party shall be liable for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect to Seller Indemnified Parties, be approved by the majority of the participating Holders in the registration in respect of which such indemnification is sought), the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs handling of investigation and shall have no liability for any settlement made by such claim, at the Indemnified Party without the consent sole expense of the indemnifying party, and no such consent not to claim shall be unreasonably withheld. No indemnifying party will settle any action settled, adjusted or proceeding compromised, or consent to the entry of any judgment defense thereof terminated, without the prior written consent of the Indemnified Party, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such Indemnified Party from all liability in respect of such action or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying party unless and until the indemnifying party shall have failed, after the lapse of a reasonable period of time, but in no event more than 30 days after written notice to it of the Third-Party Claim, to join in the defense, settlement, adjustment or compromise of the same. An indemnified party's failure within a reasonable time to give notice or to furnish the indemnifying party with any relevant data and documents in its possession in connection with any Third-Party Claim shall not constitute a defense (in part or in whole) to any claim for indemnification by such party, except and only to the extent that such failure shall result in any material prejudice to the indemnifying party. If so desired by any indemnifying party, such party may elect, at such party's sole expense, to assume control of the defense, settlement, adjustment or compromise of any Third-Party Claim, insofar as the claim relates to the liability of the indemnifying party, provided that such indemnifying party shall obtain the consent of all indemnified parties before entering into any settlement, adjustment and compromise of such claim, or ceasing to defend against such claim, if as a result thereof, or pursuant thereto, there would be imposed on an indemnified party any liability or obligation not covered by the indemnification obligations of the indemnifying party under this Agreement (including, without limitation, any injunctive relief or other remedy).

Notification of Claims. Promptly after receipt by Subject to the provisions of Section 12.5 and Section 12.9, in the event of the occurrence of an event which any Party asserts constitutes a Person entitled to indemnification pursuant to Section 2.8 (an “Indemnified Party”) hereunder of written CHP Indemnity Claim or a Stockholder Indemnity Claim, as applicable, such Party shall provide the indemnifying Party with prompt notice of such event and shall otherwise make available to the commencement indemnifying Party all relevant information which is material to the claim and which is in the possession of the indemnified Party. If such event involves the claim of any action or proceeding with respect to which third party (a claim for indemnification may be made pursuant to this Section 2.8"Third Party Claim"), such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided that the failure of the Indemnified Party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 2.8, except to the extent that the indemnifying party is prejudiced in any material respect by such failure to give notice. In case any such action or proceeding is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Party shall have the right to assume or continue its own defense and the indemnifying party shall be liable for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect elect to Seller Indemnified Parties, be approved by the majority of the participating Holders join in the registration in respect defense, settlement, adjustment or compromise of which any such indemnification is sought)Third Party Claim, the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other employ counsel to assist such indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs handling of investigation and shall have no liability for any settlement made by such claim, at the Indemnified Party without the consent sole expense of the indemnifying party, such consent not to be unreasonably withheld. No indemnifying party will settle any action or proceeding or consent to the entry of any judgment without the prior written consent of the Indemnified Party, unless and no such settlement claim shall be settled, adjusted or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such Indemnified Party from all liability in respect of such action or proceeding and (ii) does not involve the imposition of equitable remedies compromised, or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Partydefense thereof terminated, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying partyParty unless and until the indemnifying Party shall have failed, after the lapse of a reasonable period of time, but in no event more than 30 days after written notice to it of the Third Party Claim, to join in the defense, settlement, adjustment or compromise of the same. An indemnified Party's failure to give timely notice or to furnish the indemnifying Party with any relevant data and documents in connection with any Third Party Claim shall not constitute a defense (in part or in whole) to any claim for indemnification by such Party, except and only to the extent that such failure shall result in any material prejudice to the indemnifying Party. If so desired by any indemnifying Party, such Party may elect, at such Party's sole expense, to assume control of the defense, settlement, adjustment or compromise of any Third Party Claim, with counsel reasonably acceptable to the indemnified Parties, insofar as such claim relates to the Liability of the indemnifying Party, provided that such indemnifying Party shall obtain the written consent of all indemnified Parties before entering into any settlement, adjustment or compromise of such claims, or ceasing to defend against such claims, if as a result thereof, or pursuant thereto, there would be imposed on an indemnified Party any Liability not covered by the indemnity obligations of the indemnifying Parties under this Agreement (including, without limitation, any injunctive relief or other remedy). In connection with any Third Party Claim, the indemnified Party, or the indemnifying Party if it has assumed the defense of such claim pursuant to the preceding sentence, shall diligently pursue the defense of such Third Party Claim.

Notification of Claims. Promptly after receipt by a Person (a) A party entitled to indemnification be indemnified pursuant to Section 2.8 7.1 or 7.2 (an “the "Indemnified Party”") hereunder shall notify the party liable for such indemnification (the "Indemnifying Party") in writing of any claim or demand which the Indemnified Party has determined gives rise or will likely give rise to a right of indemnification under this Agreement, as soon as possible after the Indemnified Party becomes aware of such claim or demand and has made such determination; provided, however, that the Indemnified Party's failure to give such notice to the Indemnifying Party in a timely fashion shall not result in the loss of the Indemnified Party's rights with respect thereto except to the extent any party to this Agreement is prejudiced by the delay, and then only to the extent of such prejudice. Subject to the Indemnifying Party's right to defend in good faith third party claims as hereinafter provided, the Indemnifying Party shall satisfy its obligations under this Article VII within thirty (30) days after the receipt of written notice of thereon from the commencement Indemnified Party, it being agreed that the Indemnifying Party need not satisfy such obligations during any period in which the Indemnifying Party is defending in good faith the applicable third party claim in the manner described hereinbelow. (b) If the Indemnified Party shall notify the Indemnifying Party of any action claim or proceeding with respect demand pursuant to which Section 7.3(a), and if such claim or demand relates to a claim for indemnification may be made pursuant to this Section 2.8, such or demand asserted by a third party against the Indemnified Party will, if which the Indemnifying Party acknowledges is a claim in respect thereof is or demand for which it must indemnify or hold harmless the Indemnified Party under Sections 7.1 or 7.2, the Indemnifying Party shall have the right to be made against an indemnifying party, give written notice either (i) pay such claim or demand or (ii) employ counsel reasonably acceptable to the latter of the commencement of such action or proceeding; provided that the failure of the Indemnified Party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 2.8, except to the extent that the indemnifying party is prejudiced in any material respect by such failure to give notice. In case defend any such action claim or proceeding is brought demand asserted against an the Indemnified Party, unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and indemnifying parties may exist in respect of such action or proceeding (in which case the . The Indemnified Party shall have the right to assume participate in the defense of any such claim or continue its own defense and demand. The Indemnifying Party shall notify the indemnifying party shall be liable for any reasonable expenses therefor Indemnified Party in writing, as promptly as possible (but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties any case reasonably in each jurisdiction who shall, with respect to Seller Indemnified Parties, be approved by the majority advance of the participating Holders in due date for the registration in respect answer or response to a claim) after the date of which such indemnification is sought), the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation and shall have no liability for any settlement made claim given by the Indemnified Party without the consent of the indemnifying party, such consent not to be unreasonably withheld. No indemnifying party will settle any action or proceeding or consent to the entry Indemnifying Party under Section 7.3(a) of its election to defend in good faith any judgment such third party claim or demand. So long as the Indemnifying Party is defending in good faith any such claim or demand asserted by a third party against the Indemnified Party and is able to demonstrate to the Indemnified Party its financial wherewithal to fully perform its indemnification obligation in the event such contested claim is resolved adversely to the Indemnified Party, the Indemnified Party shall not settle or compromise such claim or demand. In no event shall any such claim or demand be settled in a commercially unreasonable manner. The Indemnified Party shall make available to such counsel all records and other materials in the Indemnified Party's possession reasonably required by it for its use in contesting any third party claim or demand. Whether or not the Indemnifying Party elects to defend any such claim or demand, the Indemnified Party shall have no obligations to do so. (c) An Indemnifying Party may not, without the prior written consent of the Indemnified Party, settle or compromise any claim against an Indemnified Party or consent to the entry of any judgment with respect to which indemnification is being sought hereunder unless 38 <PAGE> such settlement settlement, compromise or judgment (i) consent includes as an unconditional term thereof release of the giving by the claimant or plaintiff of a release to such Indemnified Party from all liability in respect arising out of such action or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party claim and does not otherwise adversely affect such contain any equitable order, judgment or term which in any manner affects, restrains or interferes with the business of the Indemnified Party or any of the Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder's affiliates. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying party.7.4

Notification of Claims. Promptly after receipt by a Person entitled to indemnification pursuant to Section 2.8 (an “Indemnified Party”) hereunder of written notice In the event of the commencement occurrence of any action or proceeding with an event which an Indemnified Person asserts constitutes an event in respect to of which a claim for indemnification may be made pursuant to this Section 2.8sought from an indemnitor hereunder, such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written Person shall provide the indemnitors with prompt notice of such event (“Claim”) and shall otherwise make available to the latter of indemnitor all relevant information which is material to the commencement of such action or proceeding; provided that Claim and which is in the failure possession of the Indemnified Person. If such event involves a Claim brought by any third party (a “Third-Party to give notice as provided herein shall not relieve Claim”), the indemnifying party of its obligations under this Section 2.8, except to the extent that the indemnifying party is prejudiced in any material respect by such failure to give notice. In case any such action or proceeding is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Party indemnitors shall have the right to assume or continue its own defense and the indemnifying party shall be liable for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect elect to Seller Indemnified Parties, be approved by the majority of the participating Holders join in the registration in respect defense, settlement, adjustment or compromise of which any such indemnification is sought)Third-Party Claim, the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified employ counsel to the extent that it may wish, with counsel reasonably satisfactory to assist such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter indemnitor in connection with the handling of such Claim, at the sole expense of the indemnitor, and no such Claim shall be settled, adjusted or compromised, or the defense thereof other than reasonable costs of investigation and shall have no liability for any settlement made by the Indemnified Party without the consent of the indemnifying partyterminated, such consent not to be unreasonably withheld. No indemnifying party will settle any action or proceeding or consent to the entry of any judgment without the prior written consent of the Indemnified Partyindemnitor unless and until the indemnitor shall have failed, unless such settlement or judgment (i) includes as an unconditional term thereof after the giving by the claimant or plaintiff lapse of a release to such Indemnified Party from all liability reasonable period of time, but in respect no event more than thirty (30) days after notice of such action Claim, to join in the defense, settlement, adjustment or proceeding compromise of the same. An Indemnified Person’s failure to give timely notice or to furnish the indemnitors with any relevant data and documents in connection with any Third-Party Claim shall not constitute a defense (iiin part or in whole) does not involve to any claim for indemnification by such Person, except and only to the imposition extent that such failure shall result in any material prejudice to the indemnitors. If so desired by any of equitable remedies the indemnitors, such indemnitor may elect, at such indemnitor’s sole expense, to assume control of the defense, settlement, adjustment or the imposition compromise of any obligations on Third-Party Claim, provided that before entering into any settlement, adjustment or compromise of such Indemnified Party and does not otherwise adversely affect claim, or ceasing to defend against such Indemnified PartyClaim, other than if as a result thereof, or pursuant thereto, there would be imposed on any Indemnified Person any liability or obligation not covered by the indemnification obligations of the imposition of financial obligations for which indemnitors under this Agreement (including, without limitation, any injunctive relief or other remedy), such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or indemnitors shall obtain the entry of any judgment without the prior written consent of such Indemnified Persons (which consent shall not be unreasonably withheld, conditioned or delayed). After an indemnitor assumes control of the indemnifying partydefense, settlement, adjustment or compromise of a claim, any Indemnified Person shall be entitled to participate in such defense, settlement, adjustment or compromise through counsel of its own choosing; provided that the fees and expenses of such counsel shall be borne by such Indemnified Person.

Notification of Claims. Promptly after receipt by a Person entitled (a) Subject to indemnification the provisions of Section 12.3 below, in the event of the occurrence of an event pursuant to which the Parent shall seek indemnity pursuant to Section 2.8 12.1, the Parent shall provide the Shareholder Representative and, if such indemnity is sought against a Shareholder pursuant to Section 12.1(b), the Shareholder against whom indemnification is sought, with prompt written notice (an a “Indemnified PartyClaim Notice”) hereunder of written notice such event and shall otherwise promptly make available to the Shareholder Representative and, if applicable, such Shareholder, all relevant information which is material to the claim and which is in the possession of the commencement of indemnified party. Parent’s failure to give a timely Claims Notice or to promptly furnish the Shareholder Representative and, if applicable, such Shareholder, with any action relevant data and documents in connection with any Third-Party Claim (as that term is hereinafter defined) shall not constitute a defense (in part or proceeding with respect in whole) to which a any claim for indemnification may be made pursuant to this Section 2.8, by such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided that the failure of the Indemnified Party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 2.8, except and only to the extent that the indemnifying party is prejudiced such failure shall result in any material respect by prejudice to the indemnified party. The Shareholder Representative and, if such failure indemnity is sought against a Shareholder pursuant to give notice. In case any such action or proceeding Section 12.1(b), the Shareholder against whom indemnification is brought against an Indemnified Partysought, unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Party shall have the right to assume elect to join in, through counsel of its choosing reasonably acceptable to Parent, the defense, settlement, adjustment or continue its own defense compromise of any claim of any third party (a “Third Party Claim”) for which indemnification will be sought by the Parent; provided, however, that Parent shall control such defense, settlement, adjustment or compromise. The expense of any such defense, settlement, adjustment or compromise, including Parent’s counsel and any counsel chosen by the indemnifying party Shareholder Representative or, if applicable, such Shareholder, shall be liable for any reasonable expenses therefor (but in no event will bear borne by the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, Shareholders with respect to Seller Indemnified Parties, be approved indemnification sought pursuant to Section 12.1(a) and by the majority Shareholders against whom indemnification is sought with respect to indemnification sought pursuant to Section 12.1(b); provided, such expenses shall be paid from the Escrow Deposit for indemnification sought pursuant to Section 12.1(a) and from the Pro Rata Portion (as defined below) of the participating Holders in Escrow Deposit attributable to the registration in respect of which such Shareholders against whom indemnification is soughtsought pursuant to Section 12.1 (b), the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation and . Parent shall have no liability for the right to settle any settlement made by such Third Party Claim; provided, however, that Parent may not effect the Indemnified settlement, adjustment or compromise of any such Third Party Claim without the written consent of the indemnifying partyShareholder Representative, such or, if applicable, the Shareholder, which consent shall not to be unreasonably withheld. No indemnifying party will settle In the event that the Shareholder Representative, or, if applicable, the Shareholder, has consented in writing to any action such settlement, adjustment or proceeding compromise, the Shareholders shall have no power or consent authority to object to the entry amount of any judgment without claim by Parent against the prior written consent Escrow Deposit for indemnification of the Indemnified Party, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release Losses with respect to such Indemnified Party from all liability in respect of such action settlement, adjustment or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying partycompromise.

Notification of Claims. Promptly after receipt by a Person (a) A Party entitled to indemnification be indemnified pursuant to Section 2.8 Sections 9.1 or 9.3 (an “the "Indemnified Party”") hereunder shall notify the Party liable for such indemnification (the "Indemnifying Party") in writing of any claim or demand which the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement. Subject to the Indemnifying Party's right to defend in good faith third party claims as hereinafter provided, the Indemnifying Party shall satisfy its obligations under this Article IX within thirty (30) days after the receipt of a written notice of thereof from the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 2.8, such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided that the Party. The failure of the Indemnified Party to give provide notice as provided herein shall not relieve the indemnifying party of its obligations required under this Section 2.8, except to 9.4(a) shall not affect the extent that liability of the indemnifying party is prejudiced in any material respect by such Indemnifying Party under this Article IX unless the failure to give noticesuch notice materially adversely affects the Indemnifying Party's ability to defend against the claim giving rise to the Indemnified Party's claim. In case (b) If the Indemnified Party shall notify the Indemnifying Party of any claim or demand pursuant to Section 9.4(a), and if such claim or demand relates to a claim or demand asserted by a third party against the Indemnified Party which the Indemnifying Party acknowledges is a claim or demand for which it must indemnify or hold harmless the Indemnified Party under Sections 9.1 or 9.3, the Indemnifying Party shall have the right to employ counsel acceptable to the Indemnified Party to defend any such action claim or proceeding is brought demand asserted against an the Indemnified Party, unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and indemnifying parties may exist in respect of such action or proceeding (in which case the . The Indemnified Party shall have the right to assume participate in the defense of any such claim or continue its own defense and demand. The Indemnifying Party shall notify the indemnifying party shall be liable for any reasonable expenses therefor Indemnified Party in writing, as promptly as possible (but in no event will bear any case before the expenses due date for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect the answer or response to Seller Indemnified Parties, be approved by a claim) after the majority date of the participating Holders in the registration in respect notice of which such indemnification is sought), the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation and shall have no liability for any settlement made claim given by the Indemnified Party without the consent of the indemnifying party, such consent not to be unreasonably withheld. No indemnifying party will settle any action or proceeding or consent to the entry Indemnifying Party under Section 9.4(a) of its election to defend in good faith any such third party claim or demand. So long as the Indemnifying Party is defending in good faith any such claim or demand asserted by a third party against the Indemnified Party, the Indemnified Party shall not settle or compromise such claim or demand. The Indemnified Party shall make available to the Indemnifying Party or its agents all records and other materials in the Indemnified Party's possession reasonably required by it for its use in contesting any third party claim or demand. Whether or not the Indemnifying Party elects to defend any such claim or demand, the Indemnified Party shall have no obligations to do so. Upon payment of any judgment without claim or demand pursuant to this Article IX, the prior written consent Indemnifying Party shall, to the extent of payment, be subrogated to all rights of the Indemnified Party, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such Indemnified Party from all liability in respect of such action or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying party.ARTICLE X MISCELLANEOUS 10.1

Notification of Claims. Promptly after receipt (a) An Indemnified Party shall promptly notify the Indemnifying Party in writing to Buyer or to Seller and the Members, as applicable, of any third party claim in respect of which indemnity may reasonably be sought under this Article VI, including any pending claim or demand by a Person entitled third party that the Indemnified Party has determined has given or could reasonably give rise to a right of indemnification pursuant to Section 2.8 under this Agreement (an “including a pending claim or demand asserted by a third party against the Indemnified Party) (each, a “Third-Party Claim”) hereunder of written notice of ), describing in reasonable detail the commencement of any action or proceeding facts and circumstances with respect to which a claim for indemnification may be made pursuant to this Section 2.8, such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement subject matter of such action claim or proceedingdemand; provided provided, however, that the failure of the Indemnified Party to give provide such notice as provided herein shall not relieve release the indemnifying party Indemnifying Party from any of its obligations under this Section 2.8, Article VI except to the extent that the indemnifying party Indemnifying Party is materially prejudiced in any material respect by such failure to give noticefailure. In case any such action or proceeding is brought against 42 (b) Upon receipt of a notice of a claim for indemnity from an Indemnified PartyParty pursuant to Section 6.7(a) in respect of a Third Party Claim, the Indemnifying Party may, by notice to the Indemnified Party delivered within ten (10) Business Days of the receipt of notice of such Third Party Claim, assume the defense and control of any Third Party Claim, with its own counsel and at its own expense, provided the Indemnifying Party shall (i) acknowledge in writing its indemnity obligations under this Article VI in full for such Third Party Claim and pay such Third Party Claim in full, agree to defend such Third Party Claim and prosecute such defense diligently and (ii) allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel and at its own expense. The Indemnified Party may take any actions reasonably necessary to defend such Third Party Claim prior to the time that it receives a notice from the Indemnifying Party as contemplated by the immediately preceding sentence. Each of Seller, the Members or Buyer (as the case may be), shall, and shall cause each of their Affiliates and Representatives to, cooperate fully with the Indemnifying Party in the defense of any Third Party Claim. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed), consent to a settlement, compromise or discharge of, or the entry of any judgment arising from, any Third Party Claim, and the Indemnifying Party shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement or judgment (unless otherwise provided in such judgment), (ii) not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to or affect any Indemnified Party or the conduct of any Indemnified Party’s reasonable judgmentbusiness and (iii) obtain, based upon advice as a condition of counselany settlement, compromise, discharge, entry of judgment (if applicable), or other resolution, a conflict complete and unconditional release of interest between such indemnified each Indemnified Party from any and indemnifying parties may exist all liabilities in respect of such action Third Party Claim. Provided that the Indemnifying Party has assumed the defense and control of a claim or proceeding (demand in which case accordance with this Section 6.7(b), the Indemnified Party shall have the right to assume or continue its own defense and the indemnifying party shall be liable for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shallnot settle, with respect to Seller Indemnified Parties, be approved by the majority of the participating Holders in the registration in respect of which such indemnification is sought), the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation and shall have no liability for any settlement made by the Indemnified Party without the consent of the indemnifying party, such consent not to be unreasonably withheld. No indemnifying party will settle any action or proceeding compromise or consent to the entry of any judgment with respect to such claim or demand or admit to any liability with respect to such claim or demand without the prior written consent of the Indemnified PartyIndemnifying Party (which shall not be unreasonably withheld or delayed). In the event that the Indemnifying Party does not assume the defense and control of any Third Party Claim in accordance with this Section 6.7(b), unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such Indemnified Party from all liability in respect shall be entitled to defend and control such claim as it deems appropriate, without prejudice to any other rights of such action or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunderunder this Article VI. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying partySection 6.8.

Notification of Claims. Promptly after receipt by Subject to the provisions of Section 12.5 and Section 12.9, in the event of the occurrence of an event which any Party asserts constitutes a Person entitled to indemnification pursuant to Section 2.8 (an “Indemnified Party”) hereunder of written CHP Indemnity Claim or a Stockholder A-38 Indemnity Claim, as applicable, such Party shall provide the indemnifying Party with prompt notice of such event and shall otherwise make available to the commencement indemnifying Party all relevant information which is material to the claim and which is in the possession of the indemnified Party. If such event involves the claim of any action or proceeding with respect to which third party (a claim for indemnification may be made pursuant to this Section 2.8“Third-Party Claim”), such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided that the failure of the Indemnified Party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 2.8, except to the extent that the indemnifying party is prejudiced in any material respect by such failure to give notice. In case any such action or proceeding is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Party shall have the right to assume elect to join in the defense, settlement, adjustment or continue its own defense compromise of any such Third-Party Claim, and to employ counsel to assist such indemnifying Party in connection with the handling of such claim, at the sole expense of the indemnifying party Party, and no such claim shall be liable for any settled, adjusted or compromised, or the defense thereof terminated, without the prior consent of the indemnifying Party unless and until the indemnifying Party shall have failed, after the lapse of a reasonable expenses therefor (period of time, but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect 30 days after written notice to Seller Indemnified Parties, be approved by the majority it of the participating Holders Third-Party Claim, to join in the registration in respect defense, settlement, adjustment or compromise of which such indemnification is sought), the same. An indemnified Party’s failure to give timely notice or to furnish the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly Party with any other indemnifying party similarly notified relevant data and documents in connection with any Third-Party Claim shall not constitute a defense (in part or in whole) to any claim for indemnification by such Party, except and only to the extent that it such failure shall result in any material prejudice to the indemnifying Party. If so desired by any indemnifying Party, such Party may wishelect, at such Party’s sole expense, to assume control of the defense, settlement, adjustment or compromise of any Third-Party Claim, with counsel reasonably satisfactory acceptable to the indemnified Parties, insofar as such Indemnified claim relates to the liability of the indemnifying Party, and after notice from the provided that such indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation and shall have no liability for any settlement made by the Indemnified Party without obtain the consent of the indemnifying partyall indemnified Parties before entering into any settlement, such consent not to be unreasonably withheld. No indemnifying party will settle any action adjustment or proceeding or consent to the entry of any judgment without the prior written consent of the Indemnified Party, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such Indemnified Party from all liability in respect compromise of such action claims, or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on ceasing to defend against such Indemnified Party and does not otherwise adversely affect such Indemnified Partyclaims, other than if as a result of thereof, or pursuant thereto, there would be imposed on an indemnified Party any material liability or obligation not covered by the imposition of financial indemnity obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying partyParties under this Agreement (including, without limitation, any injunctive relief or other remedy). In connection with any Third-Party Claim, the indemnified Party, or the indemnifying Party if it has assumed the defense of such claim pursuant to the preceding sentence, shall diligently pursue the defense of such Third-Party Claim.

Notification of Claims. Promptly after receipt by a Person entitled Subject to indemnification pursuant to Section 2.8 (the provisions of this Article IX, in the event of the occurrence of an “Indemnified Party”) hereunder event which the Surviving Corporation asserts constitutes an Indemnity Claim, the Surviving Corporation shall provide the Principal Shareholder, as the representative of written the Ntera shareholders, with prompt notice of such event and shall otherwise make available to the commencement of any action or proceeding Principal Shareholder all relevant information which is material to the claim, including information with respect to the availability of insurance coverage, and which a claim for indemnification may be made pursuant to this Section 2.8, such Indemnified Party will, if a claim is in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided that the failure possession of the Indemnified Party. If such event involves the claim of any third party (a “Third Party to give notice as provided herein shall not relieve Claim”), the indemnifying party of its obligations under this Section 2.8, except to the extent that the indemnifying party is prejudiced in any material respect by such failure to give notice. In case any such action or proceeding is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Party Principal Shareholder shall have the right to assume elect to join in the defense, settlement, adjustment or continue its own defense compromise of any such Third Party Claim, and to employ counsel to assist the indemnifying party Surviving Corporation in connection with the handling of such claim, at the sole expense of the Principal Shareholder, and no such claim shall be liable for any settled, adjusted or compromised, or the defense thereof terminated, without the prior consent of the Principal Shareholder unless and until the Principal Shareholder shall have failed, after the lapse of a reasonable expenses therefor (period of time, but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect 30 days after written notice to Seller Indemnified Parties, be approved by the majority it of the participating Holders Third Party Claim, to join in the registration defense, settlement, adjustment or compromise of the same. Upon receipt of written notice of any Third Party Claim, the Surviving Corporation shall promptly, but in respect of which such indemnification no event later than 15 days prior to the date a response or answer thereto is soughtdue (unless a response or answer is due within fewer than 15 days from the date the Surviving Corporation received notice thereof and then so long as reasonably possible prior to the due date thereof), inform the indemnifying party will be entitled Principal Shareholder in writing thereof. The Surviving Corporation’s failure to participate in and give timely notice as provided above or to assume furnish the defense thereof (at its expense), jointly Principal Shareholder with any other indemnifying party similarly notified relevant data and documents in connection with any Third Party Claim shall not constitute a defense (in part or in whole) to any claim for indemnification by such party, except and only to the extent that it such failure shall result in any material prejudice to the Ntera shareholders. The Principal Shareholder may wishelect, at his sole expense, to assume control of the defense, settlement, adjustment or compromise of any Third Party Claim, with counsel reasonably satisfactory acceptable to the Surviving Corporation, insofar as such Indemnified Partyclaim relates to the liability of the Ntera shareholders. In connection with any Third Party Claim, and after notice from the indemnifying party to such Indemnified Party of its election so to assume Surviving Corporation, or the Principal Shareholder if he has assumed the defense thereofof such claim pursuant to the preceding sentence, shall diligently pursue the indemnifying party will not be liable to defense of such Indemnified Third Party for any legal or other expenses subsequently incurred by Claim and the latter Surviving Corporation shall cooperate with the Principal Shareholder in connection with such claim, make available personnel, witnesses, books and records relevant thereto and grant such authorizations to the defense thereof other than reasonable costs of investigation agents, representatives and shall have no liability for any settlement made by the Indemnified Party without the consent counsel of the indemnifying party, such consent not to be unreasonably withheld. No indemnifying party will settle any action or proceeding or consent to Surviving Corporation as the entry of any judgment without the prior written consent of the Indemnified Party, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such Indemnified Party from all liability in respect of such action or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party Principal Shareholder may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying partyrequest.

Notification of Claims. Promptly after receipt by a Person entitled Subject to indemnification pursuant to the provisions of Section 2.8 (an “Indemnified Party”) hereunder of written notice 11.4 below, in the event of the commencement occurrence of an event which any action party asserts constitutes a Kaiser Indemnity Claim or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 2.8Corporation Indemnity Claim or a Penske Indemnity Claim, such Indemnified Party willas applicable, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided that the failure of the Indemnified Party to give notice as provided herein indemnified party shall not relieve provide the indemnifying party with prompt notice of its obligations under this Section 2.8, except such event and shall otherwise make available to the extent that the indemnifying party all relevant information which is prejudiced material to the claim and which is in the possession of the indemnified party. If such event involves the claim of any material respect by such failure to give notice. In case any such action or proceeding is brought against an Indemnified Partythird party (a "Third Party Claim"), unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and the indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Party party shall have the right to assume elect to join in the defense, settlement, adjustment or continue its own defense compromise of any such Third-Party Claim, and the to employ counsel to assist such indemnifying party shall be liable for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect to Seller Indemnified Parties, be approved by the majority of the participating Holders in the registration in respect of which such indemnification is sought), the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs handling of investigation and shall have no liability for any settlement made by such claim, at the Indemnified Party without the consent sole expense of the indemnifying party, and no such consent not to claim shall be unreasonably withheld. No indemnifying party will settle any action settled, adjusted or proceeding compromised, or consent to the entry of any judgment defense thereof terminated, without the prior written consent of the Indemnified Party, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such Indemnified Party from all liability in respect of such action or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying party unless and until the indemnifying party shall have failed, after the lapse of a reasonable period of time, but in no event more than 30 days after written notice to it of the Third-Party Claim, to join in the defense, settlement, adjustment or compromise of the same. An indemnified party's failure to give timely notice or to furnish the indemnifying party with any relevant data and documents in connection with any Third-Party Claim shall not constitute a defense (in part or in whole) to any claim for indemnification by such party, except and only to the extent that such failure shall result in any material prejudice to the indemnifying party. If so desired by any indemnifying party, such party may elect, at such party's sole expense, to assume control of the defense, settlement, adjustment or compromise of any Third-Party Claim insofar as such claim relates to the liability of the indemnifying party, provided that such indemnifying party shall obtain the consent of all indemnified parties before entering into any settlement, adjustment or compromise of such claim, or ceasing to defend against such claim, if as a result thereof, or pursuant thereto, there would be imposed on an indemnified party any liability or obligation not covered by the indemnity obligations of the indemnifying parties under this Agreement (including, without limitation, any injunctive relief or other remedy).

Notification of Claims. Promptly after receipt by a Person entitled Subject to indemnification pursuant to the provisions of Section 2.8 (an “Indemnified Party”) hereunder of written notice 10.5, in the event of the commencement occurrence of an event which any action party asserts constitutes a Purchaser Indemnity Claim or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 2.8Stockholder Indemnity Claim, as applicable, such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided that the failure of the Indemnified Party to give notice as provided herein party shall not relieve provide the indemnifying party with prompt notice of its obligations under this Section 2.8, except such event and shall otherwise make available to the extent that the indemnifying party all relevant information which is prejudiced material to the claim and which is in the possession of the indemnified party. If such event involves the claim of any material respect by such failure to give notice. In case any such action or proceeding is brought against an Indemnified Partythird party (a "Third-Party Claim"), unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and the indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Party party shall have the right to assume elect to join in the defense, settlement, adjustment or continue its own defense compromise of any such Third-Party Claim, and the to employ counsel to assist such indemnifying party shall be liable for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect to Seller Indemnified Parties, be approved by the majority of the participating Holders in the registration in respect of which such indemnification is sought), the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs handling of investigation and shall have no liability for any settlement made by such claim, at the Indemnified Party without the consent sole expense of the indemnifying party, and no such consent not to claim shall be unreasonably withheld. No indemnifying party will settle any action settled, adjusted or proceeding compromised, or consent to the entry of any judgment defense thereof terminated, without the prior written consent of the Indemnified Party, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such Indemnified Party from all liability in respect of such action or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying party unless and until the indemnifying party shall have failed, after the lapse of a reasonable period of time, but in no event more than 30 days after written notice to it of the Third-Party Claim, to join in the defense, settlement, adjustment or compromise of the same. An indemnified party's failure to give timely notice or to furnish the indemnifying party with any relevant data and documents in connection with any Third-Party Claim shall not constitute a defense (in part or in whole) to any claim for indemnification by such party, except and only to the extent that such failure shall result in any material prejudice to the indemnifying party. If so desired by any indemnifying party, such party may elect, at such party's sole expense, to assume control of the defense, settlement, adjustment or compromise of any Third-Party Claim, with counsel reasonably acceptable to the indemnified parties, insofar as such claim relates to the liability of the indemnifying party, provided that such indemnifying party shall obtain the consent of all indemnified parties before entering into any settlement, adjustment or compromise of such claims, or ceasing to defend against such claims, if as a result thereof, or pursuant thereto, there would be imposed on an indemnified party any material liability or obligation not covered by the indemnity obligations of the indemnifying parties under this Agreement (including, without limitation, any injunctive relief or other remedy). In connection with any Third-Party Claim, the indemnified party, or the indemnifying party if it has assumed the defense of such claim pursuant to the preceding sentence, shall diligently pursue the defense of such Third-Party Claim.

Notification of Claims. Promptly after receipt by a Person entitled to indemnification pursuant to Section 2.8 (an “Indemnified Party”) hereunder of written notice In the event of the commencement occurrence of an event which any action or proceeding with respect to which party asserts constitutes a claim for which indemnification may be made pursuant to this Section 2.8sought hereunder, such Indemnified Party willparty shall provide the indemnifying party with prompt notice of such event and shall make available to the indemnifying party information material to the claim which is in the possession of the indemnified party. If such event involves the claim of any third party, if a claim the indemnifying party shall have the right to elect to join in respect thereof is the defense, settlement, adjustment or compromise of any such third-party claim, and to be made against an employ counsel to assist such indemnifying party in connection with the handling of such claim, at the sole expense of the indemnifying party, give and no such claim shall be settled, adjusted or compromised, or the defense thereof terminated, without the prior consent of the indemnifying party unless and until the indemnifying party shall have failed, after the lapse of a reasonable period of time, but in no event more than 30 days after written notice to the latter it of the commencement of such action third-party claim, to join in the defense, settlement, adjustment or proceeding; provided that the failure compromise of the Indemnified Party same. An indemnified party's failure to give timely notice as provided herein in connection with any third-party claim shall not relieve the indemnifying constitute a defense (in part or in whole) to any claim for indemnification by such party of its obligations under this Section 2.8, except and only to the extent that the indemnifying party is actually materially prejudiced in any material respect by such failure delay. If so desired by the indemnifying party such party may elect, at such party's sole expense, to give notice. In case assume control of the defense, settlement, adjustment or compromise of any third-party claim, insofar as such action claim relates to the liability of the indemnifying party before entering into any settlement, adjustment or proceeding is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and indemnifying parties may exist in respect compromise of such action claim, or proceeding (in which case ceasing to defend against such claim, and provided, further, that the Indemnified Party indemnified party shall have the right to assume or continue at its own defense expense, to be represented by counsel of its own choosing and with whom counsel for the indemnifying party shall be liable for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect to Seller Indemnified Parties, be approved by the majority of the participating Holders in the registration in respect of which such indemnification is sought), the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in confer on connection with the defense thereof other than reasonable costs of investigation and shall have no liability for any settlement made by the Indemnified Party without the consent of the indemnifying partysuch defense, such consent not settlement, adjustment or compromise or ceasing to be unreasonably withheld. No indemnifying party will settle any action or proceeding or consent to the entry of any judgment without the prior written consent of the Indemnified Party, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such Indemnified Party from all liability in respect of such action or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying partydefend against each claim.

Notification of Claims. Promptly after receipt by a Person entitled Subject to indemnification pursuant to the provisions of Section 2.8 (an “Indemnified Party”) hereunder of written notice 12.5 and Section 12.6, in the event of the commencement occurrence of an event which any action party asserts constitutes a MLC Indemnity Claim or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 2.8Stockholder Indemnity Claim, as applicable, such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided that the failure of the Indemnified Party to give notice as provided herein party shall not relieve provide the indemnifying party with prompt notice of its obligations under this Section 2.8, except such event and shall otherwise make available to the extent that the indemnifying party all relevant information which is prejudiced material to the claim and which is in the possession of the indemnified party. If such event involves the claim of any material respect by such failure to give notice. In case any such action or proceeding is brought against an Indemnified Partythird party (a "Third-Party Claim"), unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and the indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Party party shall have the right to assume elect to join in the defense, settlement, adjustment or continue its own defense compromise of any such Third-Party Claim, and the to employ counsel to assist such indemnifying party shall be liable for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect to Seller Indemnified Parties, be approved by the majority of the participating Holders in the registration in respect of which such indemnification is sought), the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs handling of investigation and shall have no liability for any settlement made by such claim, at the Indemnified Party without the consent sole expense of the indemnifying party, and no such consent not to claim shall be unreasonably withheld. No indemnifying party will settle any action settled, adjusted or proceeding compromised, or consent to the entry of any judgment defense thereof terminated, without the prior written consent of the Indemnified Party, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such Indemnified Party from all liability in respect of such action or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying party unless and until the indemnifying party shall have failed, after the lapse of a reasonable period of time, but in no event more than 30 days after written notice to it of the Third-Party Claim, to join in the defense, settlement, adjustment or compromise of the same. An indemnified party's failure to give timely notice or to furnish the indemnifying party with any relevant data and documents in connection with any Third-Party Claim shall not constitute a defense (in part or in whole) to any claim for indemnification by such party, except and only to the extent that such failure shall result in any material prejudice to the indemnifying party. If so desired by any indemnifying party, such party may elect, at such party's sole expense, to assume control of the defense, settlement, adjustment or compromise of any Third-Party Claim, with counsel reasonably acceptable to the indemnified parties, insofar as such claim relates to the liability of the indemnifying party, provided that such indemnifying party shall obtain the consent of all indemnified parties before entering into any settlement, adjustment or compromise of such claims, or ceasing to defend against such claims, if as a result thereof, or pursuant thereto, there would be imposed on an indemnified party any material liability or obligation not covered by the indemnity obligations of the indemnifying parties under this Agreement (including, without limitation, any injunctive relief or other remedy). In connection with any Third-Party Claim, the indemnified party, or the indemnifying party if it has assumed the defense of such claim pursuant to the preceding sentence, shall diligently pursue the defense of such Third-Party Claim.

Notification of Claims. Promptly after receipt by a Person entitled Subject to indemnification pursuant to the provisions of Section 2.8 11.4 below, in the event of the occurrence of an event which the Indemnified Parties asserts constitutes an Indemnity Claim, Indemnified Parties shall provide the Representative (an “Indemnified Party”on behalf of the Indemnifying Parties) hereunder of with prompt written notice (a "Claim Notice") of such event and shall otherwise promptly make available to the Representative all relevant information which is material to the claim and which is in the possession of the commencement indemnified party. If such event involves the claim of any action or proceeding with respect to which third party (a claim for indemnification may be made pursuant to this Section 2.8"Third-Party Claim"), such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter Representative on behalf of the commencement of such action or proceeding; provided that the failure of the Indemnified Party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 2.8, except to the extent that the indemnifying party is prejudiced in any material respect by such failure to give notice. In case any such action or proceeding is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Party Indemnifying Parties shall have the right to assume elect to join in the defense, settlement, adjustment or continue its own defense compromise of any such Third-Party Claim, and to employ counsel to assist the indemnifying party Indemnifying Parties in connection with the handling of such claim, at the sole expense of the Indemnifying Parties, and no such claim shall be liable for any settled, adjusted or compromised, or the defense thereof terminated, without the prior consent of the Indemnifying Parties unless and until the Indemnifying Parties shall have failed, after the lapse of a reasonable expenses therefor (period of time, but in no event will bear the expenses for more than one firm 30 days after written notice to it of counsel for all Indemnified Parties the Third-Party Claim, to join in each jurisdiction who shallthe defense, with respect to Seller settlement, adjustment or compromise of the same. Indemnified Parties, be approved 's failure to give timely notice or to promptly furnish the Representative with any relevant data and documents in connection with any Third-Party Claim shall not constitute a defense (in part or in whole) to any claim for indemnification by the majority of the participating Holders in the registration in respect of which such indemnification is sought)Indemnifying Parties, the indemnifying party will be entitled to participate in except and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified only to the extent that it such failure shall result in any material prejudice to the Indemnifying Parties. If so desired by any Indemnifying Parties, such parties may wishelect, with counsel reasonably satisfactory to at such Indemnified Partyparties' sole expense, and after notice from the indemnifying party to such Indemnified Party of its election so to assume control of the defense thereofdefense, settlement, adjustment or compromise of any Third-Party Claim, insofar as such claim relates to the indemnifying party will not be liable to liability of the Indemnifying Parties, provided that such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation and Indemnifying Parties shall have no liability for any settlement made by the Indemnified Party without obtain the consent of Parent before entering into any settlement, adjustment or compromise of such claim, or ceasing to defend against such claim. In connection with any Third-Party Claim, the indemnifying indemnified party, or the Indemnifying Parties if they have assumed the defense of such consent not to be unreasonably withheld. No indemnifying party will settle any action or proceeding or consent claim pursuant to the entry of any judgment without preceding sentence, shall diligently pursue the prior written consent of the Indemnified Party, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such Indemnified Party from all liability in respect defense of such action or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Third-Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying partyClaim.

Notification of Claims. Promptly after receipt by a Person entitled Subject to indemnification pursuant to the provisions of Section 2.8 11.4 below, in the event of the occurrence of an event which the Parent asserts constitutes an Indemnity Claim, Parent shall provide the Representative (an “Indemnified Party”on behalf of the indemnifying parties) hereunder of with prompt written notice of such event and shall otherwise promptly make available to the commencement Representative all relevant information which is material to the claim and which is in the possession of the indemnified party. If such event involves the claim of any action or proceeding with respect to which third party (a claim for indemnification may be made pursuant to this Section 2.8"Third-Party Claim"), such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided that the failure of the Indemnified Party to give notice Representative as provided herein shall not relieve the indemnifying party of its obligations under this Section 2.8, except to the extent that the indemnifying party is prejudiced in any material respect by such failure to give notice. In case any such action or proceeding is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Party shall have the right to assume elect to join in the defense, settlement, adjustment or continue its own defense compromise of any such Third-Party Claim, and, if he so elects, to control such defense, settlement, adjustment or compromise, and the to employ counsel to assist such indemnifying party shall be liable for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect to Seller Indemnified Parties, be approved by the majority of the participating Holders in the registration in respect of which such indemnification is sought), the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs handling of investigation and such claim, at the sole expense of the indemnifying party, to be paid from amounts held in escrow by the Escrow Agent in accordance with the terms of the Escrow Agreement. Unless the Representative elects to assume such defense, settlement, adjustment or compromise, Parent shall have no liability for the right to settle any settlement made by such Third-Party Claim; provided, however, that Parent may not effect the Indemnified settlement, adjustment or compromise of any such Third-Party Claim without the consent of the indemnifying partyRepresentative, such which consent shall not to be unreasonably withheld. No indemnifying party will settle In the event that the Representative has consented to any action such settlement, adjustment or proceeding compromise, the Representative shall have no power or consent authority to object to the entry amount of any judgment claim by Parent against the escrow for indemnity with respect to such settlement, adjustment or compromise, provided such amount is not in excess of the amount actually paid by Parent with respect to such Third Party Claim. The Representative shall have the right to settle, adjust, or compromise any Third-Party Claim, the defense of which is controlled by the Representative, using amounts held in escrow; provided, however, that, unless the settlement, adjustment or compromise involves no more than the payment of an amount that is less than the amount of funds then remaining in the escrow and provides for the unconditional release of Parent, the Company and their respective affiliates, the Representative may not effect the settlement, adjustment, compromise or satisfaction of any such Third-Party Claim without the prior written consent of the Indemnified PartyParent, unless which consent shall not be unreasonably withheld. Parent's failure to give timely notice or to promptly furnish the Representative with any relevant data and documents in connection with any Third-Party Claim shall not constitute a defense (in part or in whole) to any claim for indemnification by such settlement or judgment (i) includes as an unconditional term thereof party, except and only to the giving by the claimant or plaintiff of a release extent that such failure shall result in any prejudice to such Indemnified Party from all liability in respect of such action or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying party. In connection with any Third-Party Claim, the indemnified party, or the indemnifying party if it has assumed the defense of such claim pursuant to the preceding sentence, shall diligently pursue the defense of such Third-Party Claim.

Notification of Claims. Promptly after receipt by a Person entitled to indemnification pursuant to Section 2.8 (an “Indemnified Party”) hereunder of written notice In the event of the commencement occurrence of an event which any action or proceeding with respect to which party asserts constitutes a claim for which indemnification may be made pursuant to this Section 2.8sought hereunder, such Indemnified Party willparty shall provide the indemnifying party with prompt notice of such event and shall make available to the identifying party information material to the claim which is in the possession of the indemnified party. If such event involves the claim of any third party, if a claim the indemnifying party shall have the right to elect to join in respect thereof is the defense, settlement, adjustment or compromise of any such third-party claim, and to be made against an employ counsel to assist such indemnifying party in connection with the handling of such claim, at the sole expense of the indemnifying party, give and no such claim shall be settled, adjusted or compromised, or the defense thereof terminated, without the prior consent of the indemnifying party unless and until the indemnifying party shall have failed, after the lapse of a reasonable period of time, but in no event more than 30 days after written notice to the latter it of the commencement of such action third-party claim, to join in the defense, settlement, adjustment or proceeding; provided that the failure compromise of the Indemnified Party same. An indemnified party's failure to give timely notice as provided herein in connection with any third-party claim shall not relieve the indemnifying constitute a defense (in part or in whole) to any claim for indemnification by such party of its obligations under this Section 2.8, except and only to the extent that the indemnifying party is actually materially prejudiced in any material respect by such failure to give noticedelay. In case any If so desired by the indemnifying party, such action or proceeding is brought against an Indemnified Partyparty may elect, unless in at such Indemnified Party’s reasonable judgmentparty's sole expense, based upon advice of counsel, a conflict of interest between such indemnified and indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Party shall have the right to assume or continue its own defense and the indemnifying party shall be liable for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect to Seller Indemnified Parties, be approved by the majority control of the participating Holders in the registration in respect defense, settlement, adjustment or compromise of which any third-party claim, insofar as such indemnification is sought), the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified claim relates to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation and shall have no liability for any settlement made by the Indemnified Party without the consent of the indemnifying party, provided that such consent not to be unreasonably withheld. No indemnifying party will settle any action or proceeding or consent to shall obtain the entry of any judgment without the prior written consent of the Indemnified Partyindemnified party before entering into any settlement, unless such settlement adjustment or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such Indemnified Party from all liability in respect compromise of such action claim, or proceeding ceasing to defend against such claim, and (ii) does not involve provided, further, that the imposition of equitable remedies or indemnified party shall have the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Partyright at its own expense, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying party.to be

Notification of Claims. Promptly after receipt by a Person entitled Subject to indemnification pursuant to the provisions of Section 2.8 (an “Indemnified Party”) hereunder of written notice ---------------------- 12.5, in the event of the commencement occurrence of an event which any action Party asserts constitutes a APF Indemnity Claim or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 2.8Stockholder Indemnity Claim, as applicable, such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided that the failure of the Indemnified Party to give notice as provided herein shall not relieve provide the indemnifying party with prompt notice of its obligations under this Section 2.8, except such event and shall otherwise make available to the extent that the indemnifying party all relevant information which is prejudiced material to the claim and which is in the possession of the indemnified party. If such event involves the claim of any material respect by such failure to give notice. In case any such action or proceeding is brought against an Indemnified Partythird party (a "Third-Party Claim"), unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and the indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Party party shall have the right to assume elect to join in the defense, settlement, adjustment, or continue its own defense compromise of any such Third-Party Claim, and the to employ counsel to assist such indemnifying party shall be liable for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect to Seller Indemnified Parties, be approved by the majority of the participating Holders in the registration in respect of which such indemnification is sought), the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs handling of investigation and shall have no liability for any settlement made by such claim, at the Indemnified Party without the consent sole expense of the indemnifying party, and no such consent not to claim shall be unreasonably withheld. No indemnifying party will settle any action settled, adjusted or proceeding compromised, or consent to the entry of any judgment defense thereof terminated, without the prior written consent of the Indemnified Partyindemnifying party unless and until the indemnifying party shall have failed, after the lapse of a reasonable period of time, but in no event more than 30 days after written notice to it of the Third-Party Claim, to join in the defense, settlement, adjustment, or compromise of the same. An indemnified party's failure to give timely notice or to furnish the indemnifying party with any relevant data and documents in connection with any Third-Party Claim shall not constitute a defense (in part or in whole) to any claim for indemnification by such party, except and only to the extent that such failure shall result in any material prejudice to the indemnifying party. Any indemnifying party may elect, at such party's sole expense, to assume control of the defense, settlement, adjustment, or compromise of any Third-Party Claim, with counsel reasonably acceptable to the indemnified parties, insofar as such claim relates to the liability of the indemnifying party, provided that such indemnifying party shall obtain the consent of all indemnified parties before entering into any settlement, adjustment, or compromise of such claims, or ceasing to defend against such claims, unless such settlement or judgment (i) includes as is a cash settlement and contains an unconditional term thereof release of the giving by the claimant or plaintiff of a release to such Indemnified Party indemnified party from all liability in existing and future claims with respect to the matter being contested. In connection with any Third-Party Claim, the indemnified party, or the indemnifying party if it has assumed the defense of such action or proceeding and (ii) does not involve claim pursuant to the imposition preceding sentence, shall diligently pursue the defense of equitable remedies or the imposition of any obligations on such Indemnified Third-Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying partyClaim.

Notification of Claims. Promptly after receipt by a Person entitled Subject to indemnification pursuant to Section 2.8 (an “Indemnified Party”) hereunder the provisions of written notice Sections 7.4, ---------------------- 7.5 and 7.6, in the event of the commencement occurrence of an event which any action party asserts constitutes an AXENT Indemnity Claim or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 2.8an Equityholder Indemnity Claim, as applicable, such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided that the failure of the Indemnified Party to give notice as provided herein party shall not relieve provide the indemnifying party with prompt notice of its obligations under this Section 2.8, except such event and shall otherwise make available to the extent that the indemnifying party all relevant information which is prejudiced material to the claim and which is in the possession of the indemnified party. An Equityholder Indemnity Claim to be brought hereunder must be asserted by at least 50% in interest of the Equityholders as measured in terms of the aggregate number of shares received by all Equityholders. If such event involves the claim of any material respect by such failure to give notice. In case any such action or proceeding is brought against an Indemnified Partythird party (a "Third-Party Claim"), unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and the indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Party party shall have the right to assume elect to ------------------- join in the defense, settlement, adjustment or continue its own defense compromise of any such Third- Party Claim, and the to employ counsel to assist such indemnifying party shall be liable for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect to Seller Indemnified Parties, be approved by the majority of the participating Holders in the registration in respect of which such indemnification is sought), the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs handling of investigation and shall have no liability for any settlement made by such claim, at the Indemnified Party without the consent sole expense of the indemnifying party, and no such consent not to claim shall be unreasonably withheld. No indemnifying party will settle any action settled, adjusted or proceeding compromised, or consent to the entry of any judgment defense thereof terminated, without the prior written consent of the Indemnified Party, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such Indemnified Party from all liability in respect of such action or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying party unless and until the indemnifying party shall have failed, after the lapse of a reasonable period of time, but in no event more than fifteen (15) days after written notice to it of the Third-Party Claim, to join in the defense, settlement, adjustment or compromise of the same. Subject to Section 7.4, an indemnified party's failure to give timely notice or to furnish the indemnifying party with any relevant data and documents in connection with any Third-Party Claim shall not constitute a defense (in part or in whole) to any claim for indemnification by such party, except and only to the extent that such failure shall result in any material prejudice to the indemnifying party. If so desired by any indemnifying party, such party may elect, at such party's sole expense, to assume control of the defense, settlement, adjustment or compromise of any Third-Party Claim, with counsel reasonably acceptable to the indemnified parties, insofar as such claim relates to the liability of the indemnifying party, provided that such indemnifying party shall obtain the consent of all indemnified parties before entering into any settlement, adjustment or compromise of such claims, or ceasing to defend against such claims, if as a result thereof, or pursuant thereto, there would be imposed on an indemnified party any material liability or obligation not covered by the indemnity obligations of the indemnifying parties under this Agreement (including, without limitation, any injunctive relief or other remedy). In connection with any Third-Party Claim, the indemnified party, or the indemnifying party if it has assumed the defense of such claim pursuant to the preceding sentence, shall diligently pursue the defense of such Third-Party Claim.

Notification of Claims. Promptly after receipt by a Person entitled Subject to indemnification pursuant to the provisions of Section 2.8 (an “Indemnified Party”) hereunder of written notice 9(e), in the event of the commencement occurrence of an event which any action party asserts constitutes a Snydxx Xxxemnity Claim or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 2.8Stockholder Indemnity Claim, as applicable, such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided that the failure of the Indemnified Party to give notice as provided herein party shall not relieve provide the indemnifying party with prompt notice of its obligations under this Section 2.8, except such event and shall otherwise make available to the extent that the indemnifying party all relevant information which is prejudiced material to the claim and which is in the possession of the indemnified party. If such event involves the claim of any material respect by such failure to give notice. In case any such action or proceeding is brought against an Indemnified Partythird party (a "Third-Party Claim"), unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and the indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Party party shall have the right to assume elect to join in the defense, settlement, adjustment or continue its own defense compromise of any such Third-Party Claim, and the to employ counsel to assist such indemnifying party shall be liable for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect to Seller Indemnified Parties, be approved by the majority of the participating Holders in the registration in respect of which such indemnification is sought), the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs handling of investigation and shall have no liability for any settlement made by such claim, at the Indemnified Party without the consent sole expense of the indemnifying party, and no such consent not to claim shall be unreasonably withheld. No indemnifying party will settle any action settled, adjusted or proceeding compromised, or consent to the entry of any judgment defense thereof terminated, without the prior written consent of the Indemnified Party, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such Indemnified Party from all liability in respect of such action or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying party unless and until the indemnifying party shall have failed, after the lapse of a reasonable period of time, but in no event more than 30 days after written notice to it of the Third-Party Claim, to join in the defense, settlement, adjustment or compromise of the same. An indemnified party.'s failure to give timely notice or to furnish the indemnifying party with any relevant data and documents in connection with any Third-Party Claim shall not constitute a defense (in part or in whole) to any claim for indemnification by such party, except and only to the extent that such failure shall result in any material prejudice to the indemnifying party. If so desired by any indemnifying party, such party may elect, at such party's sole expense, to assume control of the defense, settlement, adjustment or compromise of any Third-Party Claim, with counsel reasonably acceptable to the indemnified parties, insofar as such claim relates to the liability of the indemnifying party, provided that such indemnifying party shall obtain the consent of all indemnified parties before entering into any settlement, adjustment or compromise of such claims, or ceasing to defend against such claims, if as a result thereof, or pursuant thereto, there would be imposed on an indemnified party any material liability or obligation not covered by the indemnity obligations of the indemnifying parties under this Agreement (including, without limitation, any injunctive relief or other

Notification of Claims. Promptly after receipt by a Person entitled to indemnification pursuant to Section 2.8 (an As used herein, the term “Indemnified Party”) hereunder of written notice of the commencement of any action or proceeding with respect to which Claim” means a claim for indemnification by any Buyer Indemnified Party or any Seller Indemnified Party, as the case may be, in respect of any pending or threatened claim, demand or circumstance that any Buyer Indemnified Party or any Seller Indemnified Party, as the case may be, has determined has given or would reasonably be made expected to give rise to a right of indemnification under this Article XII (such Person making a Claim, an “Indemnitee”). An Indemnitee shall give notice of a Claim under this Agreement for indemnification of any Buyer Indemnified Party or Seller Indemnified Party, as applicable, pursuant to this Section 2.8written notice of such Claim executed by an officer of Buyer or Seller, as applicable, and describing, in reasonable detail, the facts, circumstances or events giving rise to such Indemnified Party will, if a claim Claim and the alleged Losses in respect thereof is and, if known, the amount of such alleged Losses (a “Notice of Claim”), and delivered to be made against an indemnifying Seller or Buyer, as applicable (such receiving party, give written notice the “Indemnitor”), promptly after such Indemnitee becomes aware of the existence of any potential Claim by such Indemnitee, but in any event before expiration of the applicable Survival Date (if any), arising out of or resulting from: (a) any item indemnified pursuant to the latter terms of Section 12.02 or Section 12.03, or (b) any pending or threatened assertion against any Indemnitee of a claim, demand, suit, action, arbitration, investigation, inquiry or proceeding brought by any Person who is not a party to this Agreement (or an Affiliate thereof) against any Indemnitee (in each such case, a “Third Party Claim”). So long as such Notice of Claim is given on or prior to the commencement applicable Survival Date (if any), no delay on the part of such action an Indemnitee in giving the Indemnitor a Notice of Claim shall limit or proceeding; provided that reduce the failure of the Indemnified Party Indemnitee’s right to give notice as provided herein shall not indemnity hereunder, nor relieve the indemnifying party Indemnitor from any of its obligations under this Section 2.8Article XII, except unless (and then only to the extent that that) the indemnifying party Indemnitor is prejudiced in any material respect by such failure to give notice. In case any such action or proceeding is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Party shall have the right to assume or continue its own defense and the indemnifying party shall be liable for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect to Seller Indemnified Parties, be approved by the majority of the participating Holders in the registration in respect of which such indemnification is sought), the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation and shall have no liability for any settlement made by the Indemnified Party without the consent of the indemnifying party, such consent not to be unreasonably withheld. No indemnifying party will settle any action or proceeding or consent to the entry of any judgment without the prior written consent of the Indemnified Party, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such Indemnified Party from all liability in respect of such action or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying partythereby.

Notification of Claims. Promptly after receipt by a Person entitled to indemnification pursuant to Section 2.8 If any Purchaser Indemnified Party or Seller Indemnified Party (each, an “Indemnified Party”) hereunder of written notice of asserts that a Party has become obligated to the commencement of any action or proceeding with respect to which a claim for indemnification may be made Indemnified Party pursuant to this Section 2.8Agreement other than pursuant to ARTICLE IX (as so obligated, such Indemnified an “Indemnifying Party”), or if any Claim is begun, made or instituted as a result of which the Indemnifying Party will, if a claim in respect thereof is may become obligated to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided that the failure of the Indemnified Party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 2.8hereunder, except to the extent that the indemnifying party is prejudiced then in any material respect by such failure to give notice. In case any such action or proceeding is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and indemnifying parties may exist in respect of such action or proceeding (in which case each instance the Indemnified Party shall have notify the right to assume or continue its own defense Indemnifying Party promptly and shall cooperate with the indemnifying party shall be liable for any reasonable expenses therefor (but in no event will bear Indemnifying Party, at the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shallIndemnifying Party’s expense, with respect to Seller Indemnified Parties, be approved by the majority of the participating Holders in the registration in respect of which such indemnification is sought), the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to necessary for the resolution of such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume Claim or in the defense thereofof such Claim, including making available any information, documents and things in the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation and shall have no liability for any settlement made by the Indemnified Party without the consent of the indemnifying party, such consent not to be unreasonably withheld. No indemnifying party will settle any action or proceeding or consent to the entry of any judgment without the prior written consent possession of the Indemnified Party. Notwithstanding the foregoing notice requirement, unless such settlement the right to indemnification hereunder shall not be affected by any failure to give, or judgment (i) includes as an unconditional term thereof delay in giving, notice, unless, and only to the giving by extent that, the claimant or plaintiff rights and remedies of a release to such Indemnified the Indemnifying Party from all liability in respect of such action or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than shall have been prejudiced as a result of the imposition of financial obligations for which such failure or delay. Any assertion by an Indemnified Party will be indemnified hereunder. An that an Indemnifying Party is liable to the Indemnified Party may not settle any action for indemnification pursuant to Section 8.1 or proceeding or Section 8.2 above must be delivered to the entry of any judgment without Indemnifying Party prior to the prior written consent expiration date (if applicable) of the indemnifying partyrepresentation, warranty, covenant, agreement or obligation giving rise to such indemnification obligation, as provided in Section 10.1.

Notification of Claims. Promptly after receipt by a Person entitled Subject to indemnification pursuant to the provisions of Section 2.8 (an “Indemnified Party”) hereunder of written notice 9.4 below, in the event of the commencement occurrence of an event which any action party asserts constitutes an ISC Indemnity Claim or proceeding with respect to which an PSH Indemnity Claim or a claim for indemnification may be made pursuant to this Section 2.8Penske Indemnity Claim, such Indemnified Party willas applicable, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided that the failure of the Indemnified Party to give notice as provided herein indemnified party shall not relieve provide the indemnifying party with prompt notice of its obligations under this Section 2.8, except such event and shall otherwise make available to the extent that the indemnifying party all relevant information which is prejudiced material to the claim and which is in the possession of the indemnified party. If such event involves the claim of any material respect by such failure to give notice. In case any such action or proceeding is brought against an Indemnified Partythird party (a "Third Party Claim"), unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and the indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Party party shall have the right to assume elect to join in the defense, settlement, adjustment or continue its own defense compromise of any such Third-Party Claim, and the to employ counsel to assist such indemnifying party shall be liable for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect to Seller Indemnified Parties, be approved by the majority of the participating Holders in the registration in respect of which such indemnification is sought), the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs handling of investigation and shall have no liability for any settlement made by such claim, at the Indemnified Party without the consent sole expense of the indemnifying party, and no such consent not to claim shall be unreasonably withheld. No indemnifying party will settle any action settled, adjusted or proceeding compromised, or consent to the entry of any judgment defense thereof terminated, without the prior written consent of the Indemnified Party, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such Indemnified Party from all liability in respect of such action or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying party unless and until the indemnifying party shall have failed, after the lapse of a reasonable period of time, but in no event more than 30 days after written notice to it of the Third-Party Claim, to join in the defense, settlement, adjustment or compromise of the same. An indemnified party's failure to give timely notice or to furnish the indemnifying party with any relevant data and documents in connection with any Third-Party Claim shall not constitute a defense (in part or in whole) to any claim for indemnification by such party, except and only to the extent that such failure shall result in any material prejudice to the indemnifying party. If so desired by any indemnifying party, such party may elect, at such party's sole expense, to assume control of the defense, settlement, adjustment or compromise of any Third-Party Claim, insofar as such claim relates to the liability of the indemnifying party, provided that such indemnifying party shall obtain the consent of all indemnified parties before entering into any settlement, adjustment or compromise of such claim, or ceasing to defend against such claim, if as a result thereof, or pursuant thereto, there would be imposed on an indemnified party any liability or obligation not covered by the indemnity obligations of the indemnifying parties under this Agreement (including, without limitation, any injunctive relief or other remedy).

Notification of Claims. Promptly after receipt by a Person entitled to A party seeking indemnification pursuant to Section 2.8 under this Article 5 (an “Indemnified Party”"indemnified party") hereunder shall, promptly after the receipt of written notice of the assertion of any claim or commencement of any action action, suit, arbitration, inquiry, proceeding or proceeding with investigation by or before any governmental authority (an "action") (but in no event later then 10 days prior to the date any response or answer is due in any proceeding) in respect to of which a claim for indemnification indemnity may be made sought from a party against whom an indemnity obligation is asserted pursuant to this Section 2.8, such Indemnified Party will, if a claim in respect thereof is to be made against Article 5 (an "indemnifying party") on account of the indemnity agreement contained above, give written notice to notify the latter indemnifying party in writing of the receipt of such claim or the commencement of such action. The omission of an indemnified party so to notify an indemnifying party of any such claim or action or proceeding; provided that the failure of the Indemnified Party to give notice as provided herein shall not relieve the indemnifying party from any liability in respect of its obligations under this Section 2.8such claim or action which it may have to the indemnified party (except, except however, that the Indemnifying party shall be relieved of liability to the extent that the failure so to notify (a) shall have caused prejudice to the defense of such claim or action or (b) shall have increased the costs or liability of the indemnifying party is prejudiced reason of the inability or failure of the indemnifying party (because of the lack of prompt notice from the indemnified party) to be involved in any material respect by investigations or negotiations regarding any such failure claim or action), nor shall it relieve the indemnifying party from any other liability which it may have to give noticethe indemnified party. In case any such claim shall be asserted or action or proceeding is brought commenced against an Indemnified Partyindemnified party and shall notify the indemnifying party thereof, unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Party shall have the right to assume or continue its own defense and the indemnifying party shall be liable for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect to Seller Indemnified Parties, be approved by the majority of the participating Holders in the registration in respect of which such indemnification is sought), the indemnifying party will be entitled to participate in and the negotiation or administration thereof and, to the extent it may wish, to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such the Indemnified Partyparty, and and, after notice from the indemnifying Indemnifying party to such the Indemnified Party party of its election so to assume the defense thereof, which notice shall be given within 30 days of its receipt of such notice from such indemnified party, the indemnifying Indemnified party will shall not be liable to such Indemnified Party the indemnified party hereunder for any legal or other expenses subsequently incurred by the latter indemnified party in connection with the defense thereof other than reasonable costs of investigation and shall have no liability for investigation. If an Indemnifying party does not wish to assume the defense, conduct or settlement of any settlement made by claim or Action, the Indemnified Party party shall not settle such claim or action without the consent of the indemnifying party, such consent not to be unreasonably withheld. No indemnifying party will settle any action or proceeding or consent to the entry of any judgment without the prior written consent of the Indemnified PartyIndemnifying party, unless such settlement which consent shall not be unreasonably withheld or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such Indemnified Party from all liability in respect of such action or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying partydelayed.

Notification of Claims. Promptly after receipt by a Person entitled to A party seeking indemnification pursuant to Section 2.8 under this Article 10 (an “Indemnified Party”"INDEMNIFIED PARTY") hereunder shall, promptly after the receipt of written notice of the assertion of any claim or commencement of any action Action (but in no event later than 10 days prior to the date any response or proceeding with answer is due in any proceeding) in respect to of which a claim for indemnification indemnity may be made sought from a party against whom an indemnity obligation is asserted pursuant to this Section 2.8Article 10 (an "INDEMNIFYING PARTY") on account of the indemnity agreement contained above, notify the Indemnifying Party in writing of the receipt of such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of or the commencement of such action or proceeding; provided that the failure Action. The omission of the an Indemnified Party so to give notice as provided herein notify an Indemnifying Party of any such claim or Action shall not relieve the indemnifying party Indemnifying Party from any liability in respect of its obligations under this Section 2.8such claim or Action which it may have to the Indemnified Party (except, except however, that the Indemnifying Party shall be relieved of liability to the extent that the indemnifying party is prejudiced failure so to notify (a) shall have caused prejudice to the defense of such claim or Action or (b) shall have increased the costs or liability of the Indemnifying Party by reason of the inability or failure of the Indemnifying Party (because of the lack of prompt notice from the Indemnified Party) to be involved in any material respect by investigations or negotiations regarding any such failure claim or Action), nor shall it relieve the Indemnifying Party from any other liability which it may have to give noticethe Indemnified Party. In case any such action claim shall be asserted or proceeding is brought Action commenced against an Indemnified Party, unless in such Indemnified Party’s reasonable judgmentit shall notify the Indemnifying Party thereof, based upon advice of counsel, a conflict of interest between such indemnified and indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Indemnifying Party shall have the right to assume or continue its own defense and the indemnifying party shall be liable for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect to Seller Indemnified Parties, be approved by the majority of the participating Holders in the registration in respect of which such indemnification is sought), the indemnifying party will be entitled to participate in and to the negotiation or administration thereof and, at its election, assume the defense thereof (at its expense)thereof, jointly with any other indemnifying party similarly notified to the extent that it may wishand, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party Indemnifying Party to such the Indemnified Party of its election so to assume the defense thereof, which notice shall be given within 30 days of its receipt of such notice from such Indemnified Party, the indemnifying party will Indemnifying Party shall not be liable to such the Indemnified Party hereunder for any legal or other expenses subsequently incurred by the latter Indemnified Party in connection with the defense thereof other than reasonable costs thereof. If an Indemnifying Party does not wish to assume the defense, conduct or settlement of investigation and shall have no liability for any settlement made by claim or Action, the Indemnified Party shall not settle such claim or Action without the consent of the indemnifying party, such consent not to be unreasonably withheld. No indemnifying party will settle any action or proceeding or consent to the entry of any judgment without the prior written consent of the Indemnified Indemnifying Party, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such Indemnified Party from all liability in respect of such action or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying party.

Notification of Claims. Promptly after receipt by a Person entitled Subject to indemnification pursuant to the provisions of Section 2.8 (an “Indemnified Party”) hereunder of written notice 11.5, in the event of the commencement occurrence of an event which any action party asserts constitutes a Acquisition Sub Indemnity Claim or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 2.8Stockholder Indemnity Claim, as applicable, such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided that the failure of the Indemnified Party to give notice as provided herein party shall not relieve provide the indemnifying party with prompt notice of its obligations under this Section 2.8, except such event and shall otherwise make available to the extent that the indemnifying party all relevant information which is prejudiced material to the claim and which is in the possession of the indemnified party. If such event involves the claim of any material respect by such failure to give notice. In case any such action or proceeding is brought against an Indemnified Partythird party (a "Third-Party Claim"), unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and the indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Party party shall have the right to assume elect to join in the defense, settlement, adjustment or continue its own defense compromise of any such Third- Party Claim, and the to employ counsel to assist such indemnifying party shall be liable for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect to Seller Indemnified Parties, be approved by the majority of the participating Holders in the registration in respect of which such indemnification is sought), the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs handling of investigation and shall have no liability for any settlement made by such claim, at the Indemnified Party without the consent sole expense of the indemnifying party, and no such consent not to claim shall be unreasonably withheld. No indemnifying party will settle any action settled, adjusted or proceeding compromised, or consent to the entry of any judgment defense thereof terminated, without the prior written consent of the Indemnified Party, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such Indemnified Party from all liability in respect of such action or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying party unless and until the indemnifying party shall have failed, after the lapse of a reasonable period of time, but in no event more than 30 days after written notice to it of the Third-Party Claim, to join in the defense, settlement, adjustment or compromise of the same. An indemnified party's failure to give timely notice or to furnish the indemnifying party with any relevant data and documents in connection with any Third-Party Claim shall not constitute a defense (in part or in whole) to any claim for indemnification by such party, except and only to the extent that such failure shall result in any material prejudice to the indemnifying party. If so desired by any indemnifying party, such party may elect, at such party's sole expense, to assume control of the defense, settlement, adjustment or compromise of any Third-Party Claim, with counsel reasonably acceptable to the indemnified parties, insofar as such claim relates to the liability of the indemnifying party, provided that such indemnifying party shall obtain the consent of all indemnified parties before entering into any settlement, adjustment or compromise of such claims, or ceasing to defend against such claims, if as a result thereof, or pursuant thereto, there would be imposed on an indemnified party any material liability or obligation not covered by the indemnity obligations of the indemnifying parties under this Agreement (including, without limitation, any injunctive relief or other remedy) and if the indemnifying party acknowledges to the indemnified party in writing its obligation to indemnify the indemnified party with respect to such claim. In connection with any Third-Party Claim, the indemnified party, or the indemnifying party if it has assumed the defense of such claim pursuant to the preceding sentence, shall diligently pursue the defense of such Third-Party Claim.

Notification of Claims. Promptly after receipt by a Person entitled to indemnification pursuant to Section 2.8 4.5 (an “Indemnified Party”) hereunder of written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 2.84.5, such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided that the failure of the Indemnified Party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 2.84.5, except to the extent that the indemnifying party is prejudiced in any material respect by such failure to give notice. In case any such action or proceeding is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment, based upon advice of counsel, a conflict of interest between such indemnified and indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Party shall have the right to assume or continue its own defense and the indemnifying party shall be liable for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect to Seller Indemnified Parties, be approved by the majority of the participating Holders in the registration in respect of which such indemnification is soughtjurisdiction), the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation and shall have no liability for any settlement made by the Indemnified Party without the consent of the indemnifying party, such consent not to be unreasonably withheld. No indemnifying party will settle any action or proceeding or consent to the entry of any judgment without the prior written consent of the Indemnified Party, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such Indemnified Party from all liability in respect of such action or proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying party.

Notification of Claims. Promptly after receipt by (a) If a Person Purchaser Indemnified Party or a Company Equityholder Indemnified Party may be entitled to indemnification pursuant to Section 2.8 be indemnified under this Agreement, the Purchaser, acting on behalf of the Purchaser Indemnified Parties, or the Equityholder Representative, acting on behalf of the Company Equityholder Indemnified Parties (an the Purchaser, acting on behalf of the Purchaser Indemnified Parties, or the Equityholder Representative, acting on behalf of the Company Equityholder Indemnified Parties, the “Indemnified Party”) hereunder of written notice ), shall promptly notify the Equityholder Representative, acting on behalf of the commencement Company Equityholders, or the Purchaser, as applicable (the Equityholder Representative or the Purchaser, the “Indemnifying Party”) in writing of any action actual or proceeding imminent Loss or pending or threatened claim or demand that the Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against a Purchaser Indemnified Party or a Company Equityholder Indemnified Party, such claim being a “Third Party Claim”) prior to the expiration of the representation, warranty, covenant or obligation forming the basis of such Loss or claim or demand, describing in reasonable detail the facts and circumstances with respect to which a the subject matter of such Loss or claim for indemnification may be made pursuant to this Section 2.8, such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice or demand to the latter of extent then known to the commencement of such action or proceedingIndemnified Party; provided provided, however, that the failure of the Indemnified Party to give provide such notice as provided herein shall not relieve release any Company Equityholder or the indemnifying party Purchaser from any of its indemnification obligations under this Section 2.8, 9 except to the extent that such Company Equityholder or the indemnifying party Purchaser, as applicable, is actually and materially prejudiced in any material respect by such failure to give notice. In case any failure, and then such action Company Equityholder or proceeding is brought against an Indemnified Partythe Purchaser, unless in such Indemnified Party’s reasonable judgmentas applicable, based upon advice of counsel, a conflict of interest between such indemnified and indemnifying parties may exist in respect of such action or proceeding (in which case the Indemnified Party shall have the right to assume or continue its own defense and the indemnifying party shall only be liable for any reasonable expenses therefor (but in no event will bear the expenses for more than one firm of counsel for all Indemnified Parties in each jurisdiction who shall, with respect to Seller Indemnified Parties, be approved by the majority of the participating Holders in the registration in respect of which released from such indemnification is sought), the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified obligations to the extent that it may wish, with counsel reasonably satisfactory to was actually and materially prejudiced by such Indemnified Party, and after notice from failure. For the indemnifying party to such Indemnified Party avoidance of its election so to assume the defense thereofdoubt, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation and shall have no liability for any settlement made by the Indemnified Party without the consent Equityholder Representative acting on behalf of the indemnifying party, such consent not to be unreasonably withheld. No indemnifying party will settle any action or proceeding or consent to Company Equityholders as the entry of any judgment without the prior written consent of the Indemnified Party, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such Indemnified Indemnifying Party from all liability in respect of such action or proceeding and (ii) does not involve the imposition have indemnification or payment obligations itself under Section 9.2 or any other provision of equitable remedies this Agreement or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. An Indemnified Party may not settle any action or proceeding or the entry of any judgment without the prior written consent of the indemnifying partyagreements ancillary hereto.