Common use of Procedure for Indemnification Clause in Contracts

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 7.1 or 7.2 hereof of notice of the commencement of any action or assertion of any claim, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is materially prejudiced thereby. If any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel 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 shall not be liable to such indemnified party under such Section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action:

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 7.1 or 7.2 hereof Indemnified Party of notice of the assertion of a claim or the commencement of a proceeding by a third-party with respect to any action or assertion matter referred to in Section 7.01 which could be the subject of any claiman indemnification claim against the Seller hereunder, such indemnified party shall, if a claim in respect Indemnified Party shall give written notice thereof is to be made against an indemnifying party under such Section, give notice to the indemnifying party Seller and thereafter shall keep the Seller reasonably informed with respect thereto; provided, however, that failure of an Indemnified Party to give the commencement or assertion thereof, but the failure so to notify the indemnifying party Seller written notice as provided herein shall not relieve it the Seller of any liability that it may have to any indemnified party its obligations hereunder except to the extent the indemnifying party demonstrates that the defense Seller (x) incurs any incremental costs directly related to the delay in failing to provide such notice within a reasonable period of time or (y) is otherwise materially and adversely prejudiced by such action is materially prejudiced therebyfailure. If any such action proceeding (including any litigation, arbitration or similar proceeding) shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereofany Indemnified Party, the indemnifying party Seller shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof at the Seller’s expense with counsel chosen by the Seller and reasonably satisfactory to such indemnified party andIndemnified Party; provided, after notice from the indemnifying party however, that any Indemnified Party may at its own expense retain separate counsel to participate in such indemnified party of its election so to assume the defense thereof, the indemnifying party defense. The Seller shall not be liable to such indemnified party under such Section this Article VII for any fees of other counsel or any other expenses, amount paid in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense settlement of such an action:claims or proceedings without the consent of the Seller unless such consent is unreasonably withheld.

Procedure for Indemnification. Promptly (a) An Indemnified Party seeking indemnification hereunder, within the relevant limitation period provided for in Section 7.1 above, shall give written notice (the “Claim Notice”) of any Indemnification Claim (i) in the case of an Indemnification Claim against Buyer, to Buyer and (ii) in the case of an Indemnification Claim against Shareholder, to Shareholder, reasonably promptly, but in any event (A) prior to expiration of the Survival Period and (B) if such Indemnification Claim relates to the assertion against an Indemnified Party of any Claim by a third party (a “Third Party Claim”), within fifteen (15) days after receipt by an indemnified party under Section 7.1 or 7.2 hereof the Indemnified Party of written notice of the commencement of any action or assertion of any claima legal process relating to such Third Party Claim; provided, such indemnified party shallhowever, if a claim in respect thereof is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement or assertion thereof, but that the failure or delay to so to notify the indemnifying party Indemnifying Party shall not relieve it the Indemnifying Party of any obligation or liability that it the Indemnifying Party may have to any indemnified party except the Indemnified Party, unless, and then only to the extent that, the indemnifying party Indemnifying Party demonstrates that the defense of Indemnifying Party’s ability to defend or resolve such action Indemnification Claim is materially prejudiced thereby. If any Any such action Claim Notice shall describe in reasonable detail the facts and circumstances on which the asserted Indemnification Claim is based and specify the amount of such Indemnification Claim if then ascertainable. Any Claim Notice relating to a Third Party Claim shall be brought against an indemnified party and it shall give notice to the indemnifying party accompanied by copies of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof all relevant documentation with counsel satisfactory respect to such indemnified party andThird Party Claim, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofincluding any summons, the indemnifying party shall not be liable to such indemnified party under such Section for complaint or other pleading which may have been served, any fees of other counsel written demand or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action:document or instrument.

Procedure for Indemnification. Promptly after receipt (a) If a Purchaser Indemnified Party or a Sellers Indemnified Person (such Person being referred to as the "Indemnitee") shall receive notice or otherwise learn of the assertion by an indemnified a Person who is not a party under Section 7.1 to this Agreement of any claim or 7.2 hereof of notice of the commencement by any such Person of any action or assertion (a "Claim") with respect to which the other party (the "Indemnifying Party") may be obligated to provide indemnification, such Indemnitee shall give such Indemnifying Party written notice thereof promptly after becoming aware of such Claim; provided, that the failure of any claim, such indemnified party shall, if a claim in respect thereof is Indemnitee to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement or assertion thereof, but the failure so to notify the indemnifying party as provided in this Section 7.3 shall not relieve it the applicable Indemnifying Party of any liability that it may have to any indemnified party its obligations under this Article VII, except to the extent the indemnifying party demonstrates that such Indemnifying Party is prejudiced by such failure to give notice; provided, further, that the defense applicable Indemnifying Party shall have no obligations under this Article VII unless such written notice is received by the Indemnifying Party within the survival periods set forth in Section 7.1. Such notice shall describe the Claim in reasonable detail, and shall indicate the amount (estimated if necessary) of the Loss that has been or may be sustained by or is claimed against such action is materially prejudiced therebyIndemnitee. If any such action Such notice shall be brought against an indemnified party and it shall give notice a condition precedent to the indemnifying party any liability of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel 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 shall not be liable to such indemnified party under such Section any Indemnifying Party for any fees of other counsel or any other expenses, Claim under the provisions for indemnification contained in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action:this Agreement.

Procedure for Indemnification. Promptly after receipt In the event that either party ----------------------------- shall incur or suffer any Losses in respect of which indemnification may be sought by an such party pursuant to the provisions of this Article, the indemnified party under Section 7.1 shall assert a claim for indemnification by written notice (a "Notice") to ------ the Parent, or 7.2 hereof the Surviving Corporation and the Shareholder Representative, as the case may be, briefly stating the nature and basis of notice such claim. In the case of Losses arising by reason of any third-party claim, the Notice shall be given within 25 days of the commencement of any action filing or other written assertion of any claim, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement or assertion thereofParent, but the failure so of Parent to notify give the indemnifying party Notice within such time period shall not relieve it the Company and the Principal Shareholders of any liability that it the Company and the Principal Shareholders may have to any indemnified party Parent except to the extent the indemnifying party demonstrates that the defense of such action is materially Company and the Principal Shareholders are actually prejudiced thereby. If ; provided, however, that any such action notice shall be brought against an given no later than the date of the expiration of the applicable indemnification obligation of the Company and the Principal Shareholders as set forth in Section 7.3(c) above. The indemnified party shall provide the other party on request all information and it documentation reasonably necessary to support and verify any Losses which the indemnified party believes give rise to a claim for indemnification hereunder and shall give notice reasonable access to all books, records and personnel in the indemnifying possession or under the control of that party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel satisfactory to which would have bearing on 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 shall not be liable to such indemnified party under such Section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action:claim.

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 7.1 or 7.2 9.1or 9.2 hereof of notice of the commencement of any action or assertion of any claim, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is materially prejudiced thereby. If any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel 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 shall not be liable to such indemnified party under such Section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action:

Procedure for Indemnification. Promptly after receipt by an Upon receiving notice of any claim for liability under this provision, the indemnified party under Section 7.1 or 7.2 hereof of notice of the commencement of any action or assertion of any claim, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement or assertion thereof, but the failure so to shall promptly notify the indemnifying party in writing; provided, however, that failure to give notice shall not relieve it of any liability that it may have to any indemnified party limit or otherwise reduce the indemnity provided for in this Agreement except to the extent that the indemnifying party demonstrates that the defense of such action is materially prejudiced thereby. If any such action shall be brought against an The indemnifying party may, in its sole discretion, assume and conduct the legal defense of the indemnified party in, and it shall give notice to the settlement of, any suit that could result in claims under this provision; provided, however, that the indemnifying party will not, in defense of any such lawsuit, except with the consent of the commencement indemnified party, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, the indemnifying party shall be entitled to participate therein and, giving by the claimant or plaintiff to the extent that it shall wish, to assume the defense thereof with counsel satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense a release from all liability in respect thereof, the indemnifying party shall not be liable to such indemnified party under such Section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an the indemnifying party assumes the defense and settlement of a suit, the indemnified party may elect to participate in, but not control, such defense and settlement through counsel of its choosing and at its own expense. The indemnification obligations under this Section 15 with respect to any suit are contingent upon the indemnified party’s reasonable cooperation with the indemnifying party, as reasonably requested by the indemnifying party, in the defense and settlement of such an action:suit.

Procedure for Indemnification. Promptly after receipt In the event that either party ----------------------------- shall incur or suffer any Losses in respect of which indemnification may be sought by an such party pursuant to the provisions of this Article, the indemnified party under Section 7.1 shall assert a claim for indemnification by written notice (a "Notice") to the Parent, or 7.2 hereof the Surviving Corporation and the Shareholder Representative, as the case may be, briefly stating the nature and basis of notice such claim. In the case of Losses arising by reason of any third-party claim, the Notice shall be given within 25 days of the commencement of any action filing or other written assertion of any claim, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement or assertion thereofParent, but the failure so of Parent to notify give the indemnifying party Notice within such time period shall not relieve it the Company and the Principal Shareholders of any liability that it the Company and the Principal Shareholders may have to any indemnified party Parent except to the extent the indemnifying party demonstrates that the defense of such action is materially Company and the Principal Shareholders are actually prejudiced thereby. If ; provided, however, that any such action notice shall be brought against an given no later than the date of the expiration of the applicable indemnification obligation of the Company and the Principal Shareholders as set forth in Section 7.3(c) above. The indemnified party shall provide the other party on request all information and it documentation reasonably necessary to support and verify any Losses which the indemnified party believes give rise to a claim for indemnification hereunder and shall give notice reasonable access to all books, records and personnel in the indemnifying possession or under the control of that party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel satisfactory to which would have bearing on 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 shall not be liable to such indemnified party under such Section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action:claim.

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 7.1 or 7.2 hereof Indemnified Party of notice of the assertion of a claim or the commencement of a proceeding by a third-party with respect to any action or assertion matter referred to in Section 7.01 which could be the subject of any claiman indemnification claim against the Seller hereunder, such indemnified party shall, if a claim in respect Indemnified Party shall give written notice thereof is to be made against an indemnifying party under such Section, give notice to the indemnifying party Seller and thereafter shall keep the Seller reasonably informed with respect thereto; provided, however, that failure of an Indemnified Party to give the commencement or assertion thereof, but the failure so to notify the indemnifying party Seller written notice as provided herein shall not relieve it the Seller of any liability that it may have to any indemnified party its obligations hereunder except to the extent the indemnifying party demonstrates that the defense Seller (x) incurs any incremental costs directly related to the delay in failing to provide such notice within a reasonable period of time or (y) is otherwise materially and adversely prejudiced by such action is materially prejudiced therebyfailure. If any such action proceeding (including any litigation, arbitration or similar proceeding) shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereofany Indemnified Party, the indemnifying party Seller shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof at the Seller's expense with counsel chosen by the Seller and reasonably satisfactory to such indemnified party andIndemnified Party; provided, after notice from the indemnifying party however, that any Indemnified Party may at its own expense retain separate counsel to participate in such indemnified party of its election so to assume the defense thereof, the indemnifying party defense. The Seller shall not be liable to such indemnified party under such Section this Article VII for any fees of other counsel or any other expenses, amount paid in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense settlement of such an action:claims or proceedings without the consent of the Seller unless such consent is unreasonably withheld.

Procedure for Indemnification. Promptly after receipt by an indemnified party (a) If any person who or which is entitled to seek indemnification under Section 7.1 13.2 or 7.2 hereof of 13.3 (an "Indemnified Party") receives notice of the assertion or commencement of any action or assertion of any claim, demand, action, suit or proceeding made or brought by any person who or which is not a party to this Agreement (a "Third Party Claim") against such indemnified party shallIndemnified Party with respect to which the person against whom or which such indemnification is being sought (an "Indemnifying Party") is obligated to provide indemnification under this Agreement, the Indemnified Party shall give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 30 days after receipt of such written notice of such Third Party Claim. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all available material written evidence thereof and shall indicate the estimated amount, if a claim in respect thereof is reasonably practicable, of the Damages that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to be made against an indemnifying party under such Sectionparticipate in, give or, by giving written notice to the indemnifying party of the commencement or assertion thereofIndemnified Party, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that assume, the defense of any Third Party Claim at such action is materially prejudiced thereby. If any Indemnifying Party's own expense and by such action shall be brought against an indemnified party and it shall give notice Indemnifying Party's own counsel (reasonably satisfactory to the indemnifying party of Indemnified Party), and the commencement thereof, the indemnifying party Indemnified Party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel satisfactory to cooperate in good faith in 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 shall not be liable to such indemnified party under such Section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action:defense.

Procedure for Indemnification. Promptly (a) The party which is entitled to be indemnified hereunder (the "Indemnified Party") shall promptly give written notice hereunder to the party required to indemnify (the "Indemnifying Party") after receipt by an indemnified party under Section 7.1 or 7.2 hereof of obtaining notice of any claim as to which recovery may be sought against the commencement Indemnifying Party because of any action the indemnity in Section 8.2 or assertion of any claim, such indemnified party shallSection 8.3 hereof and, if such indemnity shall arise from the claim of a claim in respect thereof is to be made against an indemnifying party under such Sectionthird party, give notice to shall permit the indemnifying party of the commencement or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is materially prejudiced thereby. If any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, Indemnifying Party to assume the defense thereof with counsel satisfactory of any such claim and any litigation resulting from such claim. Notwithstanding the foregoing, the right to indemnification hereunder shall not be affected by any failure of an Indemnified Party to give such indemnified party andnotice, after or delay by an Indemnified Party in giving such notice from unless, and then only to the indemnifying party extent that, the rights and remedies of the Indemnifying Party shall have been materially prejudiced as a result of the failure to give, or delay in giving, such indemnified party notice. Failure by an Indemnifying Party to notify an Indemnified Party of its election so to assume defend any such claim or action by a third party within thirty (30) days after notice thereof shall have been given to the defense thereof, Indemnifying Party shall be deemed a waiver by the indemnifying party shall not be liable Indemnifying Party of its right to defend such indemnified party under such Section for any fees of other counsel claim or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action:.

Procedure for Indemnification. Promptly If any party seeks indemnification pursuant to Sections 11.1 or 11.2 it shall notify the party required to provide indemnification hereunder of any claim made or action commenced against the party to be indemnified, within a reasonable time after receipt by an such party shall have been notified of the Claim or shall have been served with the summons or other first legal process giving information as to the nature and basis of the Claim. The indemnifying party shall assume the defense of such Claim or action, employ counsel of its choice and bear all expenses relating to such defense. The indemnified party under Section 7.1 shall have the right to participate in the defense of such claim or 7.2 hereof action and to employ separate counsel, but the fees and expenses of notice such counsel shall be at the expense of the commencement indemnified party unless (a) the engagement thereof shall have been specifically authorized by the indemnifying party or (b) the indemnifying party shall fail to assume the defense and engage counsel. Notwithstanding anything to the contrary in the foregoing, the indemnified party, upon written notice to the indemnifying party, may at its expense assume the defense of such claim or action, and employ counsel of its choice. The parties shall each cooperate in the defense of any such claim and shall make available to each other records and other materials required for use in such defense. In no event shall the indemnifying party be liable for any settlement of any action or assertion claim made without its written consent. Xxxxxxx Xxxxxxxxxx shall act on behalf of any claim, such indemnified party shall, Pivot if a claim in indemnification is sought pursuant to Section 11.1 above with respect thereof is to be made against an indemnifying party under such Section, give notice to the indemnifying party act of the commencement or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is materially prejudiced thereby. If any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel 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 shall not be liable to such indemnified party under such Section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action:Pivot.

Procedure for Indemnification. Promptly (i) In the event a party intends to seek indemnification pursuant to the provisions of Sections 11.a. or 11.b. hereof (the "Indemnified Party"), the Indemnified Party shall promptly give notice hereunder to the other party (the "Indemnifying Party") after receipt by an indemnified party under Section 7.1 or 7.2 hereof of obtaining notice of any claim or the commencement service of a summons or other initial legal process in any action or assertion of any claim, such indemnified party shall, if a claim in respect thereof is instituted against the Indemnified Party as to which recovery may be made sought against an indemnifying party under such Section, give notice to the indemnifying party Indemnifying Party because of the commencement indemnification provided for in Section 11.a. or assertion thereof, 11.b. hereof (but the failure so of the Indemnified Party to notify the indemnifying party give prompt notice shall not relieve it the Indemnifying Party of any liability that it may have to any indemnified party except to the extent of actual prejudice to the indemnifying party demonstrates Indemnifying Party resulting therefrom). If, such indemnity shall arise from the claim of a third party, the Indemnified Party shall permit the Indemnifying Party to assume the defense, with counsel reasonably satisfactory to the Indemnified Party, of any such claim and any litigation resulting from such claim at the sole expense of the Indemnifying Party; provided, however, that the Indemnified Party shall not be required to permit such an assumption of the defense of such action is materially prejudiced therebyany claim or litigation which may reasonably be expected to result in immediate non- monetary damages or relief. If any such action shall be brought against an indemnified party and it shall give notice Failure by the Indemnifying Party to notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party Indemnified Party of its election so to assume defend any such claim or action by a third party within twelve (12) days after notice thereof shall have been given to the defense thereof, Indemnifying Party shall be deemed a waiver by the indemnifying party shall not be liable Indemnifying Party of its right to defend such indemnified party under such Section for any fees of other counsel claim or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action:.

Procedure for Indemnification. Promptly after receipt by an indemnified Each party entitled to ----------------------------- indemnification under Section 7.1 or 7.2 hereof of notice of 9 (the commencement of any action or assertion of any claim, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is materially prejudiced thereby. If any such action shall be brought against an indemnified party and it "Indemnified Party") shall give notice to the indemnifying party required to provide indemnification (the "Indemnifying Party") promptly after such indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, Indemnifying Party to assume the defense thereof with counsel satisfactory to of any 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 shall not be liable to such indemnified party under such Section for any fees of other counsel claim or any other expenseslitigation resulting, in each case subsequently incurred by such indemnified party in connection with provided that counsel for the defense thereofIndemnifying Party, other than reasonable costs of investigation. If an indemnifying party assumes who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 9 except to the extent such failure to give notice has resulted in an action:adverse change in the obligations of the Indemnifying Party hereunder. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 7.1 6(a) or 7.2 hereof 6(b) of notice of the commencement of any action or assertion of any claimaction, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement or assertion thereof, but the . The failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except with respect to the extent the indemnifying party demonstrates that the defense of such action is materially prejudiced therebyaction. If In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from party. If the indemnifying party to such indemnified party of its election so elects to assume the defense of such action, the indemnified party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof, . If the indemnifying party shall elects not be liable to such indemnified party under such Section for any fees of other counsel assume (or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes fails to assume) the defense of such an action:, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party.

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 7.1 9.2 or 7.2 hereof 9.3 of notice of the commencement of any action or assertion of any claimaction, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement or assertion thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is materially prejudiced thereby. If In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from party. If the indemnifying party to such indemnified party of its election so elects to assume the defense of such action, the indemnified party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof, . If the indemnifying party shall elects not be liable to such indemnified party under such Section for any fees of other counsel assume (or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes fails to assume) the defense of such an action:,

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 7.1 or 7.2 hereof of Upon receiving notice of any claim for liability under this provision, the commencement of any action or assertion of any claim, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement or assertion thereof, but the failure so to Party shall promptly notify the indemnifying party Party in writing; provided, however, that failure to give notice shall not relieve it of any liability that it may have to any indemnified party limit or otherwise reduce the indemnity obligations in this Agreement except to the extent that the indemnifying party demonstrates that the defense of such action Party is materially prejudiced thereby. If The indemnifying Party may, in its sole discretion, assume and conduct the legal defense of the indemnified Party in, and the settlement of, any suit that could result in claims under this provision; provided, however, that the indemnifying Party will not, in defense of any such action shall be brought against an lawsuit, except with the consent of the indemnified party and it shall give notice Party, consent to the indemnifying party entry of the commencement any judgment or enter into any settlement which does not include, as an unconditional term thereof, the indemnifying party shall be entitled to participate therein and, giving by the claimant or plaintiff to the extent that it shall wish, to assume the defense thereof with counsel satisfactory to such indemnified party and, after notice Party of a release from all liability in respect thereof. If the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party Party assumes the defense and settlement of a suit, the indemnified Party may elect to participate in, but not control, such defense and settlement through counsel of its choosing and at its own expense. The indemnification obligations under this Section 14 with respect to any suit are contingent upon the indemnified Party's reasonable cooperation with the indemnifying Party, as reasonably requested by the indemnifying Party, in the defense and settlement of such an action:suit.

Procedure for Indemnification. Promptly Each party indemnified under paragraph (a) or (b) of this Section 1.7 (the “Indemnified Party”) shall, promptly after receipt by an indemnified party under Section 7.1 or 7.2 hereof of notice of any claim or the commencement of any action or assertion of any claim, against such indemnified party shall, if a claim Indemnified Party in respect thereof is of which indemnity may be sought, notify the party required to be made against an indemnifying party under such Section, give notice to provide indemnification (the indemnifying party “Indemnifying Party”) in writing of the claim or the commencement or assertion thereof; provided, but that the failure so of the Indemnified Party to notify the indemnifying party Indemnifying Party shall not relieve it of the Indemnifying Party from any liability that it may have to any indemnified party except to an Indemnified Party on account of the extent indemnity agreement contained in paragraph (a) or (b) of this Section 1.7, unless the indemnifying party demonstrates that the defense of such action is Indemnifying Party was materially prejudiced therebyby that failure, and in no event shall relieve the Indemnifying Party from any other liability it may have to that Indemnified Party. If any such claim or action shall be brought against an indemnified party and Indemnified Party, it shall give notice to notify the indemnifying party of Indemnifying Party thereof and the commencement thereof, the indemnifying party Indemnifying Party shall be entitled to participate therein therein, and, to the extent that it shall wishwishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party and, after the Indemnified Party. After notice from the indemnifying party Indemnifying Party to such indemnified party the Indemnified Party of its election so to assume the defense thereofof any claim or action, the indemnifying party Indemnifying Party shall not be liable (except to such indemnified party under such Section for any fees of other counsel or any other expensesthe extent the proviso to this sentence is applicable, in each case subsequently incurred by such indemnified party in connection with which event it will be so liable) to the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action:Indemnified Party under this

Procedure for Indemnification. Promptly after receipt by an (a) When seeking indemnification pursuant to Section 26.3, the applicable indemnified party under Section 7.1 (an “Indemnified Party”) shall give prompt written Notice together with a copy of such claim, process or 7.2 hereof of notice other legal pleading, or a reasonably detailed description of the commencement of any action or assertion of any claimClaim, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the assertion of any claim, or the commencement of any action, suit or assertion thereofproceeding, but or the failure so to notify existence of any Claim, in respect of which indemnity is sought hereunder and shall give the indemnifying party such information with respect thereto as the indemnifying party may reasonably request, but no failure to give such notice shall not relieve it the indemnifying party of any liability that it may have to any indemnified party hereunder (except to the extent the indemnifying party demonstrates that the defense of such action is materially prejudiced suffers prejudice or damages thereby). If any such action shall be brought against an indemnified party Any Indemnified Party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall in all other respects use commercially reasonable efforts to cooperate with each other to mitigate the cost of any Claim or Indemnifiable Loss and to settle the same promptly in a mutually satisfactory manner. The payment of any indemnity due to an Indemnified Party pursuant to Section 26.3 will be entitled to participate therein and, to due and payable thirty (30) days after the extent date that it shall wish, to assume the defense thereof with counsel satisfactory to such indemnified indemnifying party and, after receives notice from the indemnifying party to such indemnified party Indemnified Party of its election so to assume the defense thereof, amount of the indemnifying party shall not be liable to such indemnified party under such Section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with underlying claim and the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action:underlying claim is resolved.

Procedure for Indemnification. Promptly (a) Each Indemnified Party under this Section 8 shall, promptly after the receipt by an indemnified party under Section 7.1 or 7.2 hereof of notice of the commencement of any action or assertion of any claim, Claim against such indemnified party shall, if a claim Indemnified Party in respect thereof is to of which indemnity may be made against sought from an indemnifying party Indemnifying Party under this Section 8, notify such Section, give notice to the indemnifying party Indemnifying Party in writing of the commencement or assertion thereof, but the failure . The omission of any Indemnified Party to so to notify the indemnifying party such Indemnifying Party of any such action shall not relieve it of such Indemnifying Party from any liability that which it may have to any indemnified party except such Indemnified Party under this Section 8 unless, and only to the extent the indemnifying party demonstrates that the defense that, such omission results in such Indemnifying Party’s loss of such action is materially prejudiced therebysubstantive or practical rights or defenses. If In case any such action Claim shall be brought against an indemnified party any Indemnified Party, and it shall give notice to the indemnifying party notify such Indemnifying Party of the commencement thereof, the indemnifying party such Indemnifying Party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof at its own expense, with counsel satisfactory to such indemnified party andIndemnified Party in its reasonable judgment; provided, after notice from the indemnifying party however, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such indemnified party of defense at its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action:own expense.

Procedure for Indemnification. Promptly after receipt by an indemnified party party, under Section 7.1 8.9.1 or 7.2 hereof 8.9.2, of notice of the commencement of any action or assertion of any claimaction, such the indemnified party shallshall notify the indemnifying party in writing of the commencement thereof, if a claim in respect thereof is to be made against an indemnifying party under any of these Sections; but the omission of such Section, give notice to shall not relieve the indemnifying party of from liability which it may have to the commencement or assertion thereofindemnified party under this Section 8.9, but except to the failure so to notify extent that the indemnifying party is actually prejudiced by such failure to give notice, and shall not relieve it of the indemnifying party from any liability that which it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such otherwise than under this Section 8.9. In case any action is materially prejudiced thereby. If any such action shall be brought against an the indemnified party and party, it shall give notice to notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein andin, and to the extent that it shall wishchooses, to assume the defense thereof with counsel reasonably satisfactory to such the indemnified party andparty, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section for any fees of legal or other counsel or any other expenses, in each case expenses subsequently incurred by such the indemnified party in connection with the defense thereof; provided, other than reasonable costs of investigation. If an however, that if the indemnifying party assumes fails to take reasonable steps necessary to defend diligently the defense of claim within twenty (20) days after receiving notice from the indemnified party that the indemnified party believes the indemnifying party has failed to take such an action:reasonable steps, or

Procedure for Indemnification. Promptly (a) Each Indemnified Party under this Section 11 shall, promptly after the receipt by an indemnified party under Section 7.1 or 7.2 hereof of notice of the commencement of any action or assertion of any claim, Claim against such indemnified party shall, if a claim Indemnified Party in respect thereof is to of which indemnity may be made against sought from an indemnifying party Indemnifying Party under this Section 11, notify such Section, give notice to the indemnifying party Indemnifying Party in writing of the commencement or assertion thereof, but the failure . The omission of any Indemnified Party to so to notify the indemnifying party such Indemnifying Party of any such action shall not relieve it of such Indemnifying Party from any liability that which it may have to any indemnified party except such Indemnified Party under this Section 11 unless, and only to the extent the indemnifying party demonstrates that the defense that, such omission results in such Indemnifying Party’s loss of such action is materially prejudiced therebysubstantive or practical rights or defenses. If In case any such action Claim shall be brought against an indemnified party any Indemnified Party, and it shall give notice to the indemnifying party notify such Indemnifying Party of the commencement thereof, the indemnifying party such Indemnifying Party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof at its own expense, with counsel satisfactory to such indemnified party andIndemnified Party in its reasonable judgment; provided, after notice from the indemnifying party however, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such indemnified party of defense at its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action:own expense.

Procedure for Indemnification. Promptly after receipt by an indemnified party party, under Section 7.1 5.1 or 7.2 hereof 5.2, of notice of the commencement of any action or assertion of any claimaction, such the indemnified party shallshall notify the indemnifying party in writing of the commencement thereof, if a claim in respect thereof is to be made against an indemnifying party under any of these Sections; but the omission of such Section, give notice to shall not relieve the indemnifying party of from liability which it may have to the commencement or assertion thereofindemnified party under this Section 5, but except to the failure so to notify extent that the indemnifying party is actually prejudiced by such failure to give notice, and shall not relieve it of the indemnifying party from any liability that which it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such otherwise than under this Section 5. In case any action is materially prejudiced thereby. If any such action shall be brought against an the indemnified party and party, it shall give notice to notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein andin, and to the extent that it shall wishchooses, to assume the defense thereof with counsel reasonably satisfactory to such the indemnified party andparty, and after notice from the indemnifying party to such the indemnified party of its election so that it chooses to assume the defense thereofdefense, the indemnifying party shall not be liable to such indemnified party under such Section for any fees of legal or other counsel or any other expenses, in each case expenses subsequently incurred by such the indemnified party in connection with the defense thereof; provided, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action:however, that

Procedure for Indemnification. Promptly after receipt by an indemnified party under Section 7.1 7(a) or 7.2 hereof 7(b) of notice of the commencement of any action or assertion of any claimaction, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement or assertion thereof, but the . The failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except with respect to the extent the indemnifying party demonstrates that the defense of such action is materially prejudiced therebyaction. If In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from party. If the indemnifying party to such indemnified party of its election so elects to assume the defense of such action, the indemnified party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof, . If the indemnifying party shall elects not be liable to such indemnified party under such Section for any fees of other counsel assume (or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes fails to assume) the defense of such an action:, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the indemnifying party.

Procedure for Indemnification. Promptly after receipt by an indemnified party party, under Section 7.1 4.1 or 7.2 hereof 4.2, of notice of the commencement of any action or assertion of any claimaction, such the indemnified party shallshall notify the indemnifying party in writing of the commencement thereof, if a claim in respect thereof is to be made against an indemnifying party under any of these Sections; but the omission of such Section, give notice to shall not relieve the indemnifying party of from liability which it may have to the commencement or assertion thereofindemnified party under this Section 4, but except to the failure so to notify extent that the indemnifying party is actually prejudiced by such failure to give notice, and shall not relieve it of the indemnifying party from any liability that which it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such otherwise than under this Section 4. In case any action is materially prejudiced thereby. If any such action shall be brought against an the indemnified party and party, it shall give notice to notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein andin, and to the extent that it shall wishchooses, to assume the defense thereof with counsel reasonably satisfactory to such the indemnified party andparty, and after notice from the indemnifying party to such the indemnified party of its election so that it chooses to assume the defense thereofdefense, the indemnifying party shall not be liable to such indemnified party under such Section for any fees of legal or other counsel or any other expenses, in each case expenses subsequently incurred by such the indemnified party in connection with the defense thereof; provided, other than reasonable costs of investigation. If an however that if the indemnifying party assumes fails to take reasonable steps necessary to defend diligently the defense of such an action:claim within twenty

Procedure for Indemnification. Promptly after receipt In the event that either party ----------------------------- shall incur or suffer any Losses in respect of which indemnification may be sought by an such party pursuant to the provisions of this Article, the indemnified party under Section 7.1 shall assert a claim for indemnification by written notice (a "Notice") to the Parent, or 7.2 hereof the Surviving Corporation and the Member Representative, as the case may be, briefly stating the nature and basis of notice such claim. In the case of Losses arising by reason of any third-party claim, the Notice shall be given within 25 days of the commencement of any action filing or other written assertion of any claim, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement or assertion thereofParent, but the failure so of Parent to notify give the indemnifying party Notice within such time period shall not relieve it the Company and the Principal Shareholders of any liability that it the Company and the Principal Shareholders may have to any indemnified party Parent except to the extent the indemnifying party demonstrates that the defense of such action is materially Company and the Principal Shareholders are actually prejudiced thereby. If ; provided, however, that any such action notice shall be brought against an given no later than the date of the expiration of the applicable indemnification obligation of the Company and the Principal Shareholders as set forth in Section 7.3(c) above. The indemnified party shall provide the other party on request all information and it documentation reasonably necessary to support and verify any Losses which the indemnified party believes give rise to a claim for indemnification hereunder and shall give notice reasonable access to all books, records and personnel in the indemnifying possession or under the control of that party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel satisfactory to which would have bearing on 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 shall not be liable to such indemnified party under such Section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. If an indemnifying party assumes the defense of such an action:claim.