Common use of Claims for Indemnification Clause in Contracts

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder, the party seeking indemnification (the "Indemnified Party") shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.3 of this Agreement in which case the Indemnified Party may settle or compromise such claim without the prior consent of the Indemnifying Party. If the Indemnified Party fails to give prompt notice of any claim and such failure prejudices the Indemnifying Party's position or its ability to defend the claim, the Indemnifying Party's liability to the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to the failure to give such notice in a timely manner.

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

Claims for Indemnification. Whenever any claim shall arise for A Person entitled to indemnification hereunder, the party seeking indemnification under this Section 10.1 (the "an “Indemnified Party"”) shall promptly notify give prompt written notification to the party Party from whom indemnification is sought (the "“Indemnifying Party"”) of the commencement of any action, suit or proceeding relating to a Third Party claim andfor which indemnification may be sought or, when knownif earlier, upon the facts constituting the basis for such claim. In the event assertion of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third partyThird Party (it being understood and agreed, however, that the failure by an Indemnified Party to give notice to of a Third Party claim as provided in this Section 10.1(c) shall not relieve the Indemnifying Party shall specify, if knownof its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give notice). Within [**] days after delivery of such notification, the amount or an estimate Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the amount defense of such action, suit, proceeding or claim with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party does not assume control of such defense, the Indemnified Party shall control such defense. The Party not controlling such defense may participate therein at its own expense. The Party controlling such defense shall keep the other Party advised of the liability arising therefromstatus of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall not settle agree to any settlement of such action, suit, proceeding or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, unless suit shall have been instituted against it and consent the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.3 of this Agreement in which case the Indemnified unreasonably withhold, condition or delay. The Indemnifying Party may settle or compromise such claim shall not agree, without the prior written consent of the Indemnifying Indemnified Party. If the Indemnified Party fails to give prompt notice of any claim and such failure prejudices the Indemnifying Party's position or its ability to defend the claim, the Indemnifying Party's liability to which consent the Indemnified Party shall be reduced by not unreasonably withhold, condition or delay, to any settlement of such action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the amount, if any, demonstrated to be directly attributable to Indemnified Party from all liability with respect thereto or that imposes any liability or obligation on the failure to give such notice in a timely mannerIndemnified Party.

Claims for Indemnification. Whenever any claim (a "CLAIM") shall arise for indemnification hereunderunder this ARTICLE 7, the party seeking indemnification (the "Indemnified Party") Indemnitee suffering a Loss shall promptly notify the party from whom indemnification is sought Seller Indemnitors or the Buyer Indemnitors (the "Indemnifying PartyINDEMNIFYING PARTY") of the claim Claim and, when known, the facts constituting the basis for the Claim; provided, however, that no delay on the part of any Indemnitee in notifying the Indemnifying Party will relieve any Indemnifying Party from any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such claimdelay. In the event of any such claim for indemnification hereunder Claim resulting from or in connection with any claim or legal proceedings by a third partyparty (a "THIRD PARTY CLAIM"), the notice to the an Indemnifying Party shall must specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not No Indemnitee may settle or compromise any claim by a third party for which it is entitled to seeking indemnification hereunder without the prior written consent of the an Indemnifying Party, Party (which shall not be unreasonably withheld), unless suit shall have been instituted against it and the an Indemnifying Party shall has not have taken control of the defense of such suit after notification thereof claim as provided in Section 9.3 of SECTION 7.4, after due notification thereof pursuant to this Agreement SECTION 7.3, in which case the Indemnified Party Indemnitee may settle or compromise such claim without the prior consent of the Indemnifying Party. If the Indemnified Party fails to give prompt notice of any claim and such failure prejudices the an Indemnifying Party's position or its ability to defend the claim, the Indemnifying Party's liability to the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to the failure to give such notice in a timely mannerconsent.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunderunder this section, the indemnified party seeking indemnification (hereinafter sometimes referred to as the "Indemnified Party") shall promptly notify the party from against whom indemnification is sought (hereinafter sometimes referred to as the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder under this Agreement resulting from or in connection with any claim or legal proceedings by a third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for in respect of which it is entitled to indemnification hereunder under this Agreement without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheldwithheld or delayed; provided, unless however, that if action or suit shall have been instituted against it the Indemnified Party and the Indemnifying Party shall not have taken control of such action or suit after notification thereof as provided in this Section 9.3 of this Agreement in which case after notification thereof, the Indemnified Party may shall have the right to settle or compromise such claim without the prior consent of after giving notice to the Indemnifying Party. If the Indemnified Party fails to give prompt notice of any claim and such failure prejudices the Indemnifying Party's position or its ability to defend the claim, the Indemnifying Party's liability to the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to the failure to give such notice as provided in a timely mannerthis Section.

Claims for Indemnification. Whenever any claim The representations, warranties, covenants and agreements in this Agreement shall arise for indemnification hereunder, survive the party seeking indemnification (the "Indemnified Party") shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the notice Closing Date subject to the Indemnifying Party limitations set forth herein and shall specify, if known, not be affected by any investigation made by the amount or an estimate of parties hereto prior to the amount of the liability arising therefromdate hereof. The Indemnified Party shall not settle give either Indemnifying Party a written notice (“Notice of Claim”) within sixty (60) days of the discovery of any loss, liability, claim or compromise any claim by a third party for expense in respect of which it is entitled the right to indemnification hereunder without the prior written consent of the Indemnifying Partycontained in this Section 9 may be claimed; provided, which shall not be unreasonably withheldhowever, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.3 of this Agreement in which case the Indemnified Party may settle or compromise such claim without the prior consent of the Indemnifying Party. If the Indemnified Party fails to give prompt notice of any claim and such failure prejudices the Indemnifying Party's position or its ability to defend the claim, the Indemnifying Party's liability to the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to that the failure to give such notice within such sixty (60) day period shall not result in the waiver or loss of any right to bring such claim hereunder after such period unless, and only to the extent that, the Indemnifying Party is actually prejudiced by such failure. In the event a timely mannerclaim is pending or threatened or the Indemnified Party has a reasonable belief as to the validity of the basis for such claim, the Indemnified Party may give written notice (a “Notice of Possible Claim”) of such claim to the Indemnifying Party, regardless of whether a loss has arisen from such claim. Any Notice of Claim or Notice of Possible Claim shall set forth the representations, warranties, covenants and agreements with respect to which the claim is made, the specific facts giving rise to an alleged basis for the claim and the amount of liability asserted or anticipated to be asserted by reason of the claim.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunderunder this Article VII, even if no payment is then due on account thereof, the party seeking indemnification (the "“Indemnified Party"”) shall promptly notify provide written notice (the “Notice”) to the party from against whom indemnification is sought (the "“Indemnifying Party"”) of the claim claim. In the event of any Third Party Claim, the Indemnified Party shall provide the Notice within 30 days after the Indemnified Party has actual knowledge of its existence and, when known, the facts constituting the basis for such claimclaim in reasonable detail, but the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such Third Party Claim is materially prejudiced by the Indemnified Party’s failure to give such Notice. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third partyThird-Party Claim, the notice to the Indemnifying Party Notice shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed, unless suit shall have been instituted against it the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in accordance with Section 9.3 of this Agreement in which case the Indemnified Party may settle or compromise such claim without the prior consent of the Indemnifying Party. If the Indemnified Party fails to give prompt notice of any claim and such failure prejudices the Indemnifying Party's position or its ability to defend the claim, the Indemnifying Party's liability to the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to the failure to give such notice in a timely manner7.4 below.

Claims for Indemnification. Whenever (a) In the event that any Indemnified Party has a claim shall arise for indemnification hereunder, the party seeking indemnification (the "Indemnified Party") shall promptly notify the party against any Person from whom indemnification is sought (the "an “Indemnifying Party"”) pursuant to Section 9.1 hereof, which does not involve a claim being sought to be collected by a third party, the Indemnified Party shall provide written notice of such claim (a “Claim Notice”) to the Stockholders’ Representative (or the particular Indemnifying Party in the event that recovery is being sought directly from such Indemnifying Party). The Claim Notice shall set forth the amount, if known, or, if not known, an estimate of the claim and, when known, maximum amount of claimed Damages (which estimate shall not be conclusive of the facts constituting final amount of such Damages) and a reasonable description of the basis for such claim. In If the event of any such claim for indemnification hereunder resulting from Stockholders’ Representative (or in connection with any claim or legal proceedings by a third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which shall if applicable) does not be unreasonably withheld, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.3 of this Agreement in which case notify the Indemnified Party may settle within thirty (30) days from receipt of the Claim Notice that Stockholders’ Representative (or compromise such claim without the prior consent of the Indemnifying Party. If the Indemnified Party fails to give prompt notice of any claim and , if applicable) disputes such failure prejudices claim, or its (or the Indemnifying Party's position or its ability to defend the claim, the Indemnifying Party's Parties’) liability to the Indemnified Party for such claim, the amount of such claim as set forth in the Claim Notice shall be reduced conclusively deemed a liability of the Indemnifying Parties hereunder. In case an objection is made in writing by the amountStockholders’ Representative (or the Indemnifying Party, if anyapplicable) in accordance with this Section 9.2(a) (an “Objection Notice”), demonstrated the Indemnified Party shall have thirty (30) days to be directly attributable to the failure to give such notice respond in a timely mannerwritten statement to such Objection Notice.

Claims for Indemnification. (a) Whenever any claim shall arise for -------------------------- indemnification hereunderunder paragraph 9 or 10 hereof, the indemnified party seeking indemnification (the "Indemnified Party") shall promptly notify the indemnifying party from whom indemnification is sought (the "Indemnifying Party") in writing of the claim and, when known, the facts constituting the basis for such claimclaim (an "Indemnification Claim Notice"). In ----------------------------- the event of any such claim for indemnification hereunder resulting from or in connection with any claim of or legal proceedings by a third partyparty (any such claim or legal proceeding being referred to herein as a "Proceeding"), the notice to the Indemnifying Party Indemnification Claim Notice shall specify, if known, the amount or an estimate of the an amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise In the event the indemnifying party intends to contest its obligation to indemnify the indemnified party against any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.3 of this Agreement in which case the Indemnified Party may settle or compromise such claim without the prior consent of the Indemnifying Party. If the Indemnified Party fails to give prompt notice of any claim and such failure prejudices the Indemnifying Party's position or its ability to defend the claim, the Indemnifying Party's liability indemnifying party shall deliver to the Indemnified Party indemnified party, within thirty (30) days of the date of the Indemnification Claim Notice, a written notice (the "Contest Notice") stating that the indemnifying party -------------- intends to contest the claims set forth in the Indemnification Claim Notice. Any such contest shall be reduced by resolved in the amount, if any, demonstrated to be directly attributable to the failure to give such notice manner specified in a timely mannerparagraph 17 below.

Claims for Indemnification. Whenever any claim shall arise for ______________ indemnification hereunder, the party seeking entitled to indemnification (the "Indemnified Partyindemnified party") shall )____________ promptly notify the other party from whom indemnification is sought or parties (the "Indemnifying Partyindemnifying party") of the claim and, when and __________________ known, the facts constituting the basis for such claim. In the event of any such claim for claims _________________ indemnification hereunder resulting from or in connection with any claim or legal proceedings by _________ a third party, notice shall be delivered by indemnified party within ten (10) business days _______ receipt of any such claim (provided that failure to provide timely notice shall not _____ indemnified party's rights hereunder so long as such failure does not materially ____________ indemnifying party's ability to defend such claim) and the notice to the Indemnifying Party shall indemnifying party _______ specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party therefrom ____ the indemnified party shall not settle or compromise any claim by a third party for which it is entitled _______ to indemnification hereunder hereunder, without the prior written consent of the Indemnifying Party, which indemnifying party ____ shall not be unreasonably withheld, withheld unless suit shall have been instituted against it and the Indemnifying Party ________ indemnifying party shall not have taken control of such suit after notification thereof as provided in Section 9.3 8.4 of this Agreement in which case Agreement. Neither the Indemnified Party may indemnified party nor the indemnifying party shall settle or compromise such claim without the prior consent of the Indemnifying Party. If the Indemnified Party fails to give prompt notice of any claim and by a third party for which indemnification is available __________ if the terms of such failure prejudices settlement or compromise admits the Indemnifying Party's position or liability with respect to such claims ______ other party hereto unless the other party, in its ability sole discretion, consents to defend the claim, the Indemnifying Party's liability to the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to the failure to give such notice in a timely mannersettlement compromise.

Claims for Indemnification. Whenever any claim shall arise for -------------------------- indemnification hereunderhereunder with respect to a liability or obligation owed or asserted to be owed to a third party, the party seeking indemnification (the "Indemnified Party") shall promptly notify (in accordance with Section 8.6) the party from whom indemnification is sought (the "Indemnifying Party") (in the case of the Seller after its liquidation, Buyer shall notify Blue Rock and the Stockholder Representative), of the claim and, when known, the facts constituting the basis for such claim; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to seeking indemnification hereunder without the prior written consent of the Indemnifying Party, Party (which shall not be unreasonably withheld), unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of the defense of such suit after notification thereof claim as provided in Section 9.3 6.7 of this Agreement Agreement, after notification thereof pursuant to this Section 6.6, in which case the Indemnified Party may settle or compromise such claim without the prior consent of the Indemnifying Party. If the Indemnified Party fails to give prompt notice of any claim and such failure prejudices the Indemnifying Party's position or its ability to defend the claim, the Indemnifying Party's liability to the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to the failure to give such notice in a timely mannerconsent.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder, the party seeking indemnification (the "Indemnified Party") ), shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim; provided, however, that no delay on the part of the Indemnified Party notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure; provided, further, however, that no claim for indemnification may be asserted by an Indemnified Party unless notice of the claim shall have been delivered on or before the date which is 2 years and 30 days after the Closing Date. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for from which it is entitled to seeking indemnification hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of the defense of such suit after notification thereof claim as provided in Section 9.3 6.4 of this Agreement in which case the Indemnified Party may settle or compromise such claim without the prior consent of the Indemnifying Party. If the Indemnified Party fails Agreement, after notification thereof pursuant to give prompt notice of any claim and such failure prejudices the Indemnifying Party's position or its ability to defend the claim, the Indemnifying Party's liability to the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to the failure to give such notice in a timely mannerthis Section 6.3.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunderunder this Section 10, Nichols or the party Welkin Sharxxxxxxxs, as the case may be, seeking indemnification (the "Indemnified Party") ), shall promptly notify (the "Claim Notice") the party from for whom indemnification is sought hereunder (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the event such Claim Notice is sent by Nichols, Nichols shall delixxx x xopx xx xxch Claim Notice to the Escrow Agent. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third thirty party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Partyconsent, which shall not be unreasonably withheldwithheld or delayed, unless of the Indemnifying Party; provided, however, that if suit shall have been instituted against it the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.3 of this Agreement in which case herein, the Indemnified Party may shall have the right to settle or compromise such claim without upon giving notice to the prior consent of Indemnifying Party as provided in Section 10.4. In the event that the Welkin Shareholders constitute the Indemnifying Party. If the Indemnified Party fails to give prompt notice of any claim , all notices and such failure prejudices the Indemnifying Party's position consents shall be given to, or its ability to defend the claimby, the Indemnifying Party's liability Representative, who shall have the power and authority to bind all of the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to the failure to give such notice in a timely mannerWelkin Shareholders.

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

Claims for Indemnification. Whenever The representations, warranties, covenants and agreements in this Agreement shall survive the Closing subject to the limitations set forth herein and shall not be affected by any claim shall arise for indemnification hereunder, investigation made by the parties hereto prior to the date hereof or the Effective Time. The party seeking indemnification (the "Indemnified PartyINDEMNIFIED PARTY") or their representative, as the case may be, shall promptly notify give the party from whom indemnification is sought (the "Indemnifying PartyINDEMNIFYING PARTY") a written notice ("NOTICE OF CLAIM") within sixty (60) calendar days of the claim and, when known, the facts constituting the basis for such claim. In the event discovery of any such claim for indemnification hereunder resulting from or in connection with any loss, liability, claim or legal proceedings by a third party, expense in respect of which the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled right to indemnification hereunder without the prior written consent of the Indemnifying Partycontained in this Article 10 may be claimed; provided, which shall not be unreasonably withheldhowever, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.3 of this Agreement in which case the Indemnified Party may settle or compromise such claim without the prior consent of the Indemnifying Party. If the Indemnified Party fails to give prompt notice of any claim and such failure prejudices the Indemnifying Party's position or its ability to defend the claim, the Indemnifying Party's liability to the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to that the failure to give such notice within such sixty (60) calendar day period shall not result in the waiver or loss of any right to bring such claim hereunder after such period unless, and only to the extent that, the Indemnifying Party is actually prejudiced by such failure. In the event a timely manner.claim is pending or threatened or the Indemnified Party has a reasonable belief as to the validity of the basis for such claim, the Indemnified Party may give written notice (a "NOTICE OF POSSIBLE CLAIM") of such claim to the Indemnifying Party, regardless of whether a loss has arisen from such claim. After the Effective Time, all "general contingency" claims under Notices of Claim shall be resolved before the date of the first audit of financial statements containing combined operations for those items that would be expected to be encountered in the audit process and before the first anniversary of the Effective Time for other items. If the Effective Time fails to

Claims for Indemnification. Whenever any (i) If a claim shall arise for Losses (a “Claim”) is made by a Party entitled to indemnification hereunderhereunder (the “Indemnified Party”) against the Party obligated to provide indemnification for such Claim hereunder (the “Indemnifying Party”), the party seeking indemnification Indemnified Party will give written notice (the "Indemnified Party"a “Claim Notice”) shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the notice to the Indemnifying Party and the Escrow Agent as soon as practicable after the Indemnified Party becomes aware of any fact, condition or event which may give rise to Losses for which indemnification may be sought under this Section 8.2. The Claim Notice shall specify, if known, the amount or an estimate of contain (A) a description and the amount of any Losses incurred or reasonably expected to be incurred by the liability arising therefrom. The Indemnified Party, (B) a statement that the Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent under Section 8.2(a) or Section 8.2(b), as applicable, for such Losses and a reasonable explanation of the Indemnifying Partybasis therefor, which shall not be unreasonably withheld, unless suit shall have been instituted against it and (C) a demand for payment in the amount of such Losses. The failure of any Indemnified Party to give a timely Claim Notice to the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.3 of under this Agreement in which case will not affect its rights to indemnification under this Agreement, except to the extent that the Indemnifying Party demonstrates actual damage caused by such failure. If the Seller or the Buyer, as applicable, fails to notify the Indemnified Party may settle or compromise within sixty (60) days following receipt of a Claim Notice from such claim without the prior consent of the Indemnifying Party. If the Indemnified Party fails to give prompt notice of any claim and such failure prejudices that it disputes the Indemnifying Party's position or its ability to defend the claimClaim therein, the Indemnifying Party's Claim set forth in the Claim Notice shall be conclusively deemed a liability to be indemnified under this Section 8.2, and the Indemnified Party shall be reduced by indemnified for the amount, if any, demonstrated to be directly attributable to amount of the failure to give Losses stated in such notice in a timely mannerClaim Notice on demand.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder, the party Party seeking indemnification (the "Indemnified Party") shall promptly notify the party Party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such delay. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to seeking indemnification hereunder without the prior written consent of the Indemnifying Party, Party (which shall not be unreasonably withheld), unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of the defense of such suit claim or is not permitted to control the defense of such claim under Section 6.4 of this Agreement, after notification thereof as provided in pursuant to this Section 9.3 of this Agreement 6.3, in which case the Indemnified Party may settle or compromise such claim without the prior consent of the Indemnifying Party. If the Indemnified Party fails to give prompt notice of any claim and such failure prejudices the Indemnifying Party's position or its ability to defend the claim, the Indemnifying Party's liability to the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to the failure to give such notice in a timely mannerconsent.

Claims for Indemnification. Whenever any claim shall arise for -------------------------- indemnification hereunderunder this Section 10, the party Buyer or the Company or RM, as the case may be, seeking indemnification (the "Indemnified Party"), shall as promptly as practicable after the Indemnified Party becomes aware of the material facts that form the basis of such claim (and in any event within 5 business days after the Indemnified Party becomes aware of any tax claim or receives written notice that a legal claim has been filed, which tax claim or legal claim could give rise to indemnification hereunder) shall promptly notify the party from whom required to provide indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Partyconsent, which shall not be unreasonably withheldwithheld or delayed, unless of the Indemnifying Party; provided, however, that if suit shall have been -------- ------- instituted against it the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.3 Subsection 10.4 of this Agreement in which case Agreement, the Indemnified Party may shall have the right to settle or compromise such claim without the prior consent of upon giving notice to the Indemnifying Party. If the Indemnified Party fails to give prompt notice of any claim and such failure prejudices the Indemnifying Party's position or its ability to defend the claim, the Indemnifying Party's liability to the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to the failure to give such notice as provided in a timely mannerSubsection 10.4.

Claims for Indemnification. Whenever Except as provided in Section 7.4(d), whenever any claim shall arise for indemnification hereunder, the party Party seeking indemnification (the "Indemnified Party") shall promptly notify the other party from whom indemnification is sought (the "Indemnifying Party") of the claim andclaim, and when known, the facts constituting the basis for such claim; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder, so long as such delay is not prejudicial to the Indemnifying Party. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Except as otherwise provided in Section 7.4(d), the Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to seeking indemnification hereunder without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of the defense of such suit after notification thereof claim as provided in Section 9.3 of 7.4, after notification thereof pursuant to this Agreement Section 7.3, in which case the Indemnified Party may settle or compromise such claim without the prior consent of the Indemnifying Party. If the Indemnified Party fails to give prompt notice of any claim and such failure prejudices the Indemnifying Party's position or its ability to defend the claim, the Indemnifying Party's liability to the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to the failure to give such notice in a timely mannerconsent.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunderunder this Article 7, Seller or the party Purchaser, as the case may be, seeking indemnification (the "Indemnified Party") ), shall promptly notify in writing the party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claimclaim (an "Indemnification Claim Notice"). In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the notice to the Indemnifying Party Indemnification Claim Notice shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, unless provided, however, that if suit shall have been instituted against it the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.3 7.4 of this Agreement in which case Agreement, the Indemnified Party may shall have the right to settle or compromise such claim without the prior consent of upon giving reasonable and timely notice to the Indemnifying Party, as provided in Section 7.4. If the Indemnified Party fails to give prompt notice of In connection with any claim and such failure prejudices the Indemnifying Party's position or its ability to defend the claimfor indemnification hereunder, the Indemnifying Party's liability to the Indemnified Party shall be reduced by the amount, if any, demonstrated in order to be directly attributable effective, such Indemnification Claim Notice must be given (i) in the cases of claims arising under Sections 7.1(a) and 7.2(a), within the survival period for each of such representations and warranties as set forth in Section 6.1 hereof; (ii) in the case of claims arising under Sections 7.1(b), 7.1(c), 7.1(g), 7.2(b) and 7.2(c), within two (2) years after the Closing Date (or such later date which is (x) not more than sixty (60) days following expiration of the period for performance of the covenants or obligations specified on Exhibit 7.3 hereto or (y) not more than four (4) years after the Closing Date for any claims arising from covenants or obligations which are not set forth on Exhibit 7.3 hereto but as to which the failure to give period of performance exceeds two (2) years; and (iii) in the case of claims arising under Section 7.1(d), 7.1(e), 7.1(f), 7.2(d) and 7.2(e), within the applicable statue of limitations for such notice in a timely mannerclaims.

Claims for Indemnification. Whenever any claim shall arise for -------------------------- indemnification hereunder, the party Party seeking indemnification (the "Indemnified Party") shall promptly notify the party Party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim; provided, however, that no delay on the part of the -------- ------- Indemnified Party in notifying the Indemnifying Party and, if applicable, the Escrow Agent shall relieve the Indemnifying Party from any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such delay. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the notice to the Indemnifying Party and, if applicable, the Escrow Agent shall specify, if known, the claimed amount or an estimate of the amount of the liability arising therefrom. The Subject to Section 9.4(d) below, the Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to seeking indemnification hereunder without the prior written consent of the Indemnifying Party, Party (which shall not be unreasonably withheld), unless suit shall have been instituted against it and the Indemnifying Party shall has not have taken control of the defense of such suit after notification thereof claim as provided in Section 9.3 9.4 of this Agreement Agreement, after notification thereof pursuant to this Section 9.3, in which case the Indemnified Party may settle or compromise such claim without the prior consent of the Indemnifying Party. If the Indemnified Party fails to give prompt notice of any claim and such failure prejudices the Indemnifying Party's position or its ability to defend the claim, the Indemnifying Party's liability to the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to the failure to give such notice in a timely manner.consent. (more)

Claims for Indemnification. Whenever any claim shall arise for -------------------------- indemnification hereunderunder this Section 8, the party Buyer or the Seller, as the case may be, seeking indemnification (the "Indemnified Party"), shall as promptly as practicable after the Indemnified Party becomes aware of the material facts that form the basis of such claim (and in any event within 5 business days after the Indemnified Party becomes aware of any tax claim or receives written notice that a legal claim has been filed, which tax claim or legal claim could give rise to indemnification hereunder) shall promptly notify the party from whom required to provide indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Partyconsent, which shall not be unreasonably withheldwithheld or delayed, unless of the Indemnifying Party; provided, however, -------- ------- that if suit shall have been instituted against it the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.3 Subsection 8.4 of this Agreement in which case Agreement, the Indemnified Party may shall have the right to settle or compromise such claim without the prior consent of upon giving notice to the Indemnifying Party. If the Indemnified Party fails to give prompt notice of any claim and such failure prejudices the Indemnifying Party's position or its ability to defend the claim, the Indemnifying Party's liability to the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to the failure to give such notice as provided in a timely mannerSubsection 8.4.

Claims for Indemnification. Whenever Except as provided in Section 7.4(d), whenever any claim shall arise for indemnification hereunder, the party Party seeking indemnification (the "Indemnified Party") shall promptly notify the other party from whom indemnification is sought (the "Indemnifying Party") of the claim andclaim, and when known, the facts constituting the basis for such 44 49 claim; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder, so long as such delay is not prejudicial to the Indemnifying Party. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Except as otherwise provided in Section 7.4(d), the Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to seeking indemnification hereunder without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of the defense of such suit after notification thereof claim as provided in Section 9.3 of 7.4, after notification thereof pursuant to this Agreement Section 7.3, in which case the Indemnified Party may settle or compromise such claim without the prior consent of the Indemnifying Party. If the Indemnified Party fails to give prompt notice of any claim and such failure prejudices the Indemnifying Party's position or its ability to defend the claim, the Indemnifying Party's liability to the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to the failure to give such notice in a timely mannerconsent.

Claims for Indemnification. Whenever any claim shall arise for (a) A Party entitled to indemnification hereunder, the party seeking indemnification under this Article VI (the an "Indemnified Party") shall promptly notify give prompt written notification (a "Claim Notice") to the party from whom indemnification is sought (the "Indemnifying Party") of the claim andclaim, and when known, the facts constituting the basis for and the amount of such claimclaim (the "Claimed Amount"). In the event of any such claim for indemnification hereunder resulting from or in connection with any claim claim, action, suit or legal proceedings by proceeding relating to a third party, the notice to the Indemnifying Party Claim Notice shall be delivered within twenty (20) days after receipt of such third party's claim and shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. If the Indemnified Party is seeking to enforce such claim pursuant to the Escrow Agreement, the Indemnified Party shall deliver a copy of the Claim Notice to the Escrow Agent. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Partyconsent, which shall not be unreasonably withheldwithheld or delayed, unless of the Indemnifying Party (in the case of the Stockholders, such consent shall be provided by in the Stockholders' Representative); provided, however, that if suit shall have been instituted against it the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.3 6.3(b) of this Agreement in which case Agreement, the Indemnified Party may shall have the right to settle or compromise such claim without the prior consent of upon giving notice to the Indemnifying Party. If the Indemnified Party fails to give prompt notice of any claim and such failure prejudices the Indemnifying Party's position or its ability to defend the claim, the Indemnifying Party's liability to the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to the failure to give such notice as provided in a timely mannerSection 6.3(b).

Claims for Indemnification. Whenever any claim shall arise (a) All claims for indemnification hereunder, made under this Article 4 resulting from a third-party claim against an Indemnified Party (as defined below) shall be made in accordance with the party seeking following procedures. A Person entitled to indemnification under this Article 4 (the "an “Indemnified Party"”) shall promptly notify give prompt written notification to the party Person from whom indemnification is sought (the "“Indemnifying Party"”) of the commencement of any action, suit, or proceeding relating to a third-party claim andfor which indemnification may be sought or, when knownif earlier, upon the facts constituting the basis for such claim. In the event potential assertion of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled (collectively, an “Action”). Within thirty (30) days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to indemnification hereunder the Indemnified Party, assume control of the defense of the Action with counsel selected by the Indemnifying Party. If the Indemnifying Party does not assume control of such defense, the Indemnified Party shall control such defense. The Party not controlling such defense of an Action may participate in such Action at its own expense. The Party MEMBERSHIP INTEREST PURCHASE AGREEMENT 19 controlling such defense shall keep the other Party advised of the status of such Action, and the defense thereof and shall consider recommendations made by the other Party with respect thereto. Neither the Indemnifying Party nor the Indemnified Party, as the case may be, shall agree to any settlement of such Action without the prior written consent of the Indemnifying other Party, which consent shall not be unreasonably withheld, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.3 of this Agreement in which case the Indemnified Party may settle withheld or compromise such claim without the prior consent of the Indemnifying Party. If the Indemnified Party fails to give prompt notice of any claim and such failure prejudices the Indemnifying Party's position or its ability to defend the claim, the Indemnifying Party's liability to the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to the failure to give such notice in a timely mannerdelayed.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunderunder this Article VI, the party seeking indemnification (the "“Indemnified Party") ”), shall promptly notify the party from whom indemnification is sought in writing (the "“Indemnifying Party"”) of the claim within fourteen (14) days of the receipt of written notice of any such claim and, when known, the facts constituting the basis for such claimclaim (an “Indemnification Claim Notice”). In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the notice to the Indemnifying Party Indemnification Claim Notice shall specify, if known, the amount or an estimate of the amount of the liability arising therefromtherefrom and shall append all legal papers, notices and other documents received in connection therewith. The delivery of the Indemnification Claim Notice by the Indemnified Party to the Indemnifying Party within such fourteen-day period shall not be a condition precedent to any liability of the Indemnifying Party under this Agreement, unless such Indemnifying Party has otherwise been prejudiced by the lack of or delay in delivering such Indemnification Claim Notice. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheldwithheld or delayed if the settlement or judgment includes an unconditional release to the Indemnified Party from all liability with respect to such claim, unless provided, however, that if suit shall have been instituted against it the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.3 of this Agreement in which case 6.5 hereof, the Indemnified Party may shall have the right to settle or compromise such claim without the prior consent of upon giving reasonable and timely notice to the Indemnifying Party. If the Indemnified Party fails to give prompt notice of any claim and such failure prejudices the Indemnifying Party's position or its ability to defend the claim, the Indemnifying Party's liability to the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to the failure to give such notice as provided in a timely mannerSection 6.5.

Claims for Indemnification. Whenever The representations, warranties, covenants and agreements of the Parties in this Agreement shall survive the Closing, and the representations and warranties of the Parties shall remain in full force and effect until the close of business on August 20, 2001 (the "CLAIMS PERIOD"); provided, however, that the representations and warranties set forth in Sections 3.1, 3.2, 3.3, 3.8, 3.9, 3.10, 3.12(a), 3.13, 3.14, 3.16, 3.17 and 3.32 shall survive until expiration of any claim shall arise applicable statute of limitations (including any extensions thereof) which would preclude assertion of claims for indemnification hereunder, matters existing on or prior to the party date of this Agreement. The Party seeking indemnification (the "Indemnified PartyINDEMNIFIED PARTY") shall promptly notify give the party Party from whom indemnification is sought (the "Indemnifying PartyINDEMNIFYING PARTY") a written notice ("NOTICE OF CLAIM") within sixty (60) days of the claim and, when known, the facts constituting the basis for such claim. In the event discovery of any such claim for indemnification hereunder resulting from or Indemnifiable Damage in connection with any claim or legal proceedings by a third party, respect of which the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled right to indemnification hereunder without the prior written consent of the Indemnifying Partycontained in this Article 8 may be claimed; provided, which shall not be unreasonably withheldhowever, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.3 of this Agreement in which case the Indemnified Party may settle or compromise such claim without the prior consent of the Indemnifying Party. If the Indemnified Party fails to give prompt notice of any claim and such failure prejudices the Indemnifying Party's position or its ability to defend the claim, the Indemnifying Party's liability to the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to that the failure to give such notice within such sixty (60) day period shall not result in a timely mannerthe waiver or loss of any right to bring such claim hereunder after such period unless, and only to the extent that, the Indemnifying Party is actually prejudiced by such failure. Any Notice of Claim delivered to the Company shall also be delivered to the Escrow Agent. Any Notice of Claim shall set forth the representations, warranties, covenants and agreements with respect to which the claim is made, the facts giving rise to an alleged basis for the claim and the amount of liability asserted or anticipated to be asserted by reason of the claim.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunderpursuant to Section 6.3 hereof, the party seeking indemnification (the "Indemnified Party") Party shall promptly (and in no event more than 30 days after the later to occur of incurring the Losses or discovering the facts giving rise to the claim) notify the party from whom indemnification is sought (the "Indemnifying Party") Company of the claim and, when known, the facts constituting the basis for such claim; provided that an Indemnified Party's failure to give such notice shall not affect any rights or remedies of the Indemnified Party hereunder with respect to indemnification for Losses except to the extent that the Company is materially prejudiced thereby. In the event of any such claim for indemnification hereunder pursuant to Section 6.3 hereof resulting from or in connection with any claim or legal proceedings by a third party, the notice to the Indemnifying Party Company shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is they are entitled to indemnification hereunder pursuant to Section 6.3 hereof, without the prior written consent of the Indemnifying Party, Company (which shall not be unreasonably withheld, ) unless suit shall have been instituted against it them and the Indemnifying Party Company shall not have taken control of such suit after notification thereof as provided in this Section 9.3 of this Agreement in which case 6.4; provided, however, that the Indemnified Party may settle is hereby authorized to file any motion, answer or compromise such claim without the prior consent of the Indemnifying Party. If the Indemnified Party fails other pleading that it shall deem necessary or appropriate to give prompt notice of any claim and such failure prejudices the Indemnifying Party's position or protect its ability to defend the claim, the Indemnifying Party's liability to the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to the failure to give such notice in a timely mannerinterests.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunderunder this Article VI, the party Sellers and Shareholders on the one hand or Buyer on the other hand, as the case may be, seeking indemnification (the "“Indemnified Party") ”), shall promptly notify the party from whom indemnification is sought in writing (the "“Indemnifying Party"”) of the claim within fourteen (14) days of the receipt of written notice of any such claim and, when known, the facts constituting the basis for such claimclaim (an “Indemnification Claim Notice”). In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the notice to the Indemnifying Party Indemnification Claim Notice shall specify, if known, the amount or an estimate of the amount of the liability arising therefromtherefrom and shall append all legal papers, notices and other documents received in connection therewith. The delivery of the Indemnification Claim Notice by the Indemnified Party to the Indemnifying Party within such fourteen-day period shall not be a condition precedent to any liability of the Indemnifying Party under this Agreement, unless such Indemnifying Party has otherwise been prejudiced by the lack of or delay in delivering such Indemnification Claim Notice. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheldwithheld or delayed if the settlement or judgment includes an unconditional release to the Indemnified Party from all liability with respect to such claim, unless provided, however, that if suit shall have been instituted against it the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.3 of this Agreement in which case 6.6 hereof, the Indemnified Party may shall have the right to settle or compromise such claim without the prior consent of upon giving reasonable and timely notice to the Indemnifying Party. If the Indemnified Party fails to give prompt notice of any claim and such failure prejudices the Indemnifying Party's position or its ability to defend the claim, the Indemnifying Party's liability to the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to the failure to give such notice as provided in a timely mannerSection 6.6.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunderunder this Section 7, Parent or the party Company, as the case may be, seeking indemnification (the "Indemnified Party") ), shall promptly notify (the "Claim Notice") the party from for whom indemnification is sought hereunder (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the event such Claim Notice is sent by Parent, Parent shall deliver a copy of such Claim Notice to the Escrow Agent and the Stockholders' Representatives. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Partyconsent, which shall not be unreasonably withheldwithheld or delayed, unless of the Indemnifying Party; provided, however, that if suit shall have been instituted against it the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.3 of this Agreement in which case herein, the Indemnified Party may shall have the right to settle or compromise such claim without upon giving notice to the prior consent of Indemnifying Party as provided in Section 7.5. In the event that the Company constitutes the Indemnifying Party. If the Indemnified Party fails to give prompt notice of any claim , all notices and such failure prejudices the Indemnifying Party's position consents shall be given to, or its ability to defend the claimby, the Indemnifying PartyStockholders' Representatives, who shall have the power and authority to bind the Company and all of the Company's liability to the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to the failure to give such notice in a timely mannerstockholders.