Common use of Claims for Indemnity Clause in Contracts

Claims for Indemnity. Whenever a claim for Damages shall arise for which one party (“Indemnitee”) shall be entitled to indemnification hereunder, Indemnitee shall notify the other party(s) (“Indemnitor”) in writing within thirty (30) days of the first receipt of notice of such claim, and in any event within such shorter period as may be necessary for Indemnitor to take appropriate action to resist such claim; provided that the failure to give notice as herein provided shall not relieve Indemnitor of its obligation to indemnify Indemnitee except to the extent that Indemnitor shall have been prejudiced in its ability to defend such claim. Notwithstanding anything in this Agreement to the contrary, written notice of any Indemnitee’s claim for indemnification for breach of representations and warranties must be given within the survival period for such representations and warranties set forth in Section 9.1, and any indemnity claim for breaches of representations and warranties which has not been noticed in writing by such date shall be time-barred, irrespective of whether such claim was known or unknown by such date to the party seeking indemnification. Each notice shall specify all facts known to Indemnitee giving rise to such indemnity rights and shall estimate the amount of the liability arising therefrom. If Indemnitee is duly notified of a dispute, the parties shall attempt to settle and compromise the same, or if unable to do so within thirty (30) days (or such longer period as they may agree) of Indemnitor’s delivery of notice of a dispute, either party may seek judicial resolution of the dispute. Any rights of indemnification established by reason of such settlement, compromise or arbitration shall promptly thereafter be paid and satisfied by Indemnitor.

Claims for Indemnity. Whenever a (a) A claim for Damages indemnity shall arise be made by the claiming party at any time prior to the applicable Claim Limitation Anniversary by the giving of written notice thereof to the other party or, in the case of Seller, to Parent. Such written notice shall set forth in reasonable detail the basis upon which such claim for indemnity is made. In the event that any bona fide claim is made within such period, the indemnity relating to such claim shall survive until such claim is resolved. No claim for indemnity may be made at any time at or after the first anniversary of the Effective Time (excluding claims for indemnity with respect to (1) the representations and warranties contained in Section 6.3 or Section 7.3, which may be made until the sixth anniversary of the Effective Time, (2) the representations and warranties contained in Section 6.14, which may be made at any time up to the date ending thirty (30) days after the applicable statutes of limitations with respect thereto and (3) Section 5.1(c), Section 5.1(d), or Section 5.2(c), which may be made at any time after the Effective Time) and no indemnity shall be available thereafter in accordance with the provisions of this Article V. The applicable claim limitation period, as provided in the preceding sentence, is hereby referred to as the "CLAIM LIMITATION ANNIVERSARY." (b) In the event that any Person or entity not a party hereto shall make any demand or claim or file or threaten to file any lawsuit, which demand, claim or lawsuit could result in any Loss to a party hereto of the kind for which one such party (“Indemnitee”) shall be is entitled to indemnification hereunderpursuant to Section 5.1 or 5.2, Indemnitee such indemnified party shall notify the other party(s) (“Indemnitor”) in writing indemnifying party of such demand, claim or lawsuit within thirty (30) days of the first receipt of notice Business Days of such demand, claim, and in filing or threat; provided, however, that any event within such shorter period as may be necessary for Indemnitor failure by the indemnified party to take appropriate action to resist such claim; provided that so notify the failure to give notice as herein provided indemnifying party shall not relieve Indemnitor of the indemnifying party from its obligation to indemnify Indemnitee obligations hereunder, except to the extent that Indemnitor shall have been the indemnifying party is actually prejudiced in its ability by such failure to defend such claim. Notwithstanding anything in this Agreement to the contrary, written notice of any Indemnitee’s claim for indemnification for breach of representations and warranties must be given within the survival period for such representations and warranties set forth in Section 9.1, and any indemnity claim for breaches of representations and warranties which has not been noticed in writing by such date shall be time-barred, irrespective of whether such claim was known or unknown by such date to the party seeking indemnificationnotice. Each notice shall specify all facts known to Indemnitee giving rise to such indemnity rights and shall estimate the amount of the liability arising therefrom. If Indemnitee is duly notified of a dispute, the parties shall attempt to settle and compromise the same, or if unable to do so within thirty (30) days (or such longer period as they may agree) of Indemnitor’s delivery Following receipt of notice of a disputedemand, either claim or lawsuit, and unless counsel to the indemnified party may seek judicial resolution shall have determined in good faith that the assumption of such defense by the indemnifying party would be inappropriate due to a conflict or potential conflict of interest or the availability of defenses not available to the indemnifying party, the indemnifying party shall have the option, at its cost and expense, to assume the defense of such matter and to retain counsel (not reasonably objected to by the indemnified party) to defend any such demand, claim or lawsuit, and the indemnifying party shall not be liable to the indemnified party for any fees of other counsel or any other expenses (except as expressly provided to the contrary herein) with respect to the defense of such claim or litigation, other than reasonable fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof. The indemnified party shall have the option of joining the defense of such demand, claim or lawsuit (which shall be at the cost and expense of the dispute. Any rights indemnified party unless (1) counsel to the indemnified party determines in good faith that joint representation would be inappropriate due to a conflict or potential conflict of indemnification established by reason interest or the availability of defenses not available to the indemnifying party or (2) the indemnifying party fails to assume the defense of such settlementdemand, compromise claim or arbitration lawsuit within a reasonable period of time following written notice thereof) with counsel not reasonably objected to by the indemnifying party and counsel for each party shall, to the extent consistent with its professional responsibilities, cooperate with the other party and any counsel designated by that party. In effecting the settlement of any such demand, claim or lawsuit, the indemnifying party, or the indemnified party, as the case may be, shall promptly thereafter act in good faith, shall consult with the other party and shall enter into only such settlement as the other party shall consent to, such consent not to be paid and satisfied by Indemnitorunreasonably withheld or delayed. An indemnifying party shall not be liable for any settlement not made in accordance with the preceding sentence.

Claims for Indemnity. Whenever For purposes of this Article 11, a party making a claim for Damages indemnity under this Agreement is hereinafter referred to as an “Indemnified Party” and the party against whom such claim is asserted is hereinafter referred to as the “Indemnifying Party.” All claims by any Indemnified Party under this Agreement shall arise be asserted and resolved in accordance with the following provisions. If any claim or demand for which one party (“Indemnitee”) an Indemnifying Party would be liable to an Indemnified Party is asserted against or sought to be collected from such Indemnified Party by such third party, said Indemnified Party shall be entitled to indemnification hereunder, Indemnitee shall with reasonable promptness notify the other party(s) (“Indemnitor”) in writing within thirty (30) days the Indemnifying Party of such claim or demand stating with reasonable specificity the circumstances of the first Indemnified Party’s claim for indemnification; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party. After receipt of notice by the Indemnifying Party of such claimnotice, then upon reasonable notice from the Indemnifying Party to the Indemnified Party, or upon the request of the Indemnified Party, the Indemnifying Party shall defend, manage and conduct any proceedings, negotiations or communications involving any claimant whose claim is the subject of the Indemnified Party’s notice to the Indemnifying Party as set forth above, and in any event within shall take all actions necessary, including but not limited to the posting of such shorter period bond or other security as may be necessary for Indemnitor required by any governmental agency, so as to take appropriate enable the claim to be defended against or resolved without expense or other action by the Indemnified Party. Upon request of the Indemnifying Party, the Indemnified Party shall, to resist such claim; provided that the failure to give notice as herein provided shall not relieve Indemnitor of its obligation to indemnify Indemnitee except extent it may legally do so and to the extent that Indemnitor shall have been prejudiced it is compensated in its ability advance by the Indemnifying Party for any costs and expenses thereby incurred, (i) take such action as the Indemnifying Party may reasonably request in connection with such action, (ii) allow the Indemnifying Party to defend dispute such claim. Notwithstanding anything action in this Agreement the name of the Indemnified Party and to conduct a defense to such action on behalf of the Indemnified Party, and (iii) render to the contrary, written notice of any Indemnitee’s claim for indemnification for breach of representations Indemnifying Party all such assistance as the Indemnifying Party may reasonably request in connection with such dispute and warranties must be given within the survival period for such representations and warranties set forth in Section 9.1, and any indemnity claim for breaches of representations and warranties which has not been noticed in writing by such date shall be time-barred, irrespective of whether such claim was known or unknown by such date to the party seeking indemnification. Each notice shall specify all facts known to Indemnitee giving rise to such indemnity rights and shall estimate the amount of the liability arising therefrom. If Indemnitee is duly notified of a dispute, the parties shall attempt to settle and compromise the same, or if unable to do so within thirty (30) days (or such longer period as they may agree) of Indemnitor’s delivery of notice of a dispute, either party may seek judicial resolution of the dispute. Any rights of indemnification established by reason of such settlement, compromise or arbitration shall promptly thereafter be paid and satisfied by Indemnitordefense.

Claims for Indemnity. Whenever a claim for Damages shall arise for which one party (“Indemnitee”) shall be entitled to indemnification hereunder, Indemnitee shall notify the other party(s) (“Indemnitor”) in writing within thirty (30) days of the first receipt of notice of such claim, and in any event within such shorter period as may be necessary for Indemnitor to take appropriate action to resist such claim; provided that the failure to give notice as herein provided shall not relieve Indemnitor of its obligation to indemnify Indemnitee except to the extent that Indemnitor shall have been prejudiced in its ability to defend such claim. Notwithstanding anything in this Agreement to the contrary, written notice of any Indemnitee’s claim for indemnification for breach of representations and warranties must be given within the survival period for such representations and warranties set forth in Section 9.16.1, and any indemnity claim for breaches of representations and warranties which has not been noticed in writing by such date shall be time-barred, irrespective of whether such claim was known or unknown by such date to the party seeking indemnification. Each notice shall specify all facts known to Indemnitee giving rise to such indemnity rights and shall estimate the amount of the liability arising therefrom. If Indemnitee is duly notified of a dispute, the parties shall attempt to settle and compromise the same, or if unable to do so within thirty (30) days (or such longer period as they may agree) of Indemnitor’s delivery of notice of a dispute, either party may seek judicial resolution of such dispute shall be settled by mediation or binding arbitration in the disputemanner set forth in Section 10.13. Any rights of indemnification established by reason of such settlement, compromise or arbitration shall promptly thereafter be paid and satisfied by Indemnitor.

Claims for Indemnity. Whenever (a) Except as otherwise provided in , a claim for Damages indemnity under or of this Agreement may be made by the claiming party at any time prior to one year after the Effective Time by the giving of written notice thereof to the other party. In the event that any such claim is made within the prescribed period, the indemnity relating to such claim shall arise survive until such claim is resolved. Claims not made within such period shall cease and no indemnity shall be made therefor. (b) Promptly after receipt by either party of notice of the assertion of any claim or the commencement of any action, suit or proceeding with respect to which a claim for which one indemnification will be made under this Agreement, such party (the “IndemniteeIndemnified Party”) shall give written notice thereof to the other party (the “Indemnitor”) and will thereafter keep the Indemnitor reasonably informed with respect thereto, provided that failure of the Indemnified Party to give the Indemnitor prompt notice as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent, if any, it shall have been materially prejudiced thereby. In case any such action, suit or proceeding is brought against an Indemnified Party, the Indemnitor shall be entitled to indemnification hereunderparticipate in (and, Indemnitee in its discretion, to assume) the defense thereof with counsel reasonably satisfactory to the Indemnified Party, provided, however, that the Indemnified Party shall notify be entitled to participate in any such action, suit or proceeding with counsel of its own choice at the other party(s) (“Indemnitor”) in writing within thirty (30) days expense of the first receipt Indemnitor if, in the good faith judgment of notice the Indemnified Party’s counsel, representation by the Indemnitor’s counsel may present a conflict of interest or that there may be defenses available to the Indemnified Party which are different from or in addition to those available to the Indemnitor. The Indemnitor will not settle any claim, action, suit or proceeding which would give rise to the Indemnitor’s liability under its indemnity unless such settlement includes as an unconditional term thereof the giving by the claimant or plaintiff of a release of the Indemnified Party, in form and substance satisfactory to the Indemnified Party and its counsel, from all liability with respect to such claim, action, suit or proceeding. If the Indemnitor assumes the defense of any claim, action, suit or proceeding as provided in this , the Indemnified Party shall be permitted to join in the defense thereof with counsel of its own selection and in at its own expense. If the Indemnitor shall not assume the defense of any event within such shorter period as claim, action, suit or proceeding, the Indemnified Party may be necessary for Indemnitor to take appropriate action to resist defend against such claim; , action, suit or proceeding in such manner as it may deem appropriate, provided that the failure to give notice as herein provided an Indemnified Party shall not relieve Indemnitor of its obligation to indemnify Indemnitee except settle any claim, action, suit or proceeding which would give rise to the extent that Indemnitor shall have been prejudiced in Indemnitor’s liability under its ability to defend such claim. Notwithstanding anything in this Agreement to indemnity without the contrary, prior written notice of any Indemnitee’s claim for indemnification for breach of representations and warranties must be given within the survival period for such representations and warranties set forth in Section 9.1, and any indemnity claim for breaches of representations and warranties which has not been noticed in writing by such date shall be time-barred, irrespective of whether such claim was known or unknown by such date to the party seeking indemnification. Each notice shall specify all facts known to Indemnitee giving rise to such indemnity rights and shall estimate the amount consent of the liability arising therefrom. If Indemnitee is duly notified of a dispute, the parties shall attempt to settle and compromise the same, or if unable to do so within thirty (30) days (or such longer period as they may agree) of Indemnitor’s delivery of notice of a dispute, either party may seek judicial resolution of the dispute. Any rights of indemnification established by reason of such settlement, compromise or arbitration shall promptly thereafter be paid and satisfied by Indemnitor.

Claims for Indemnity. (a) Whenever a claim for Damages shall arise for which one party (“Indemnitee”) shall be entitled to indemnification hereunder, Indemnitee shall notify the other party(s) party or parties (each, an “Indemnitor”) in writing within thirty (30) days of the first receipt of notice of such claim, and in any event within such shorter period as may be necessary for Indemnitor to take appropriate action to resist such claim; provided that the failure to give notice as herein provided shall not relieve Indemnitor of its obligation to indemnify Indemnitee except to the extent that Indemnitor shall have been materially prejudiced in its ability to defend such claim. Notwithstanding anything in this Agreement to the contrary, written notice of any Indemnitee’s claim for indemnification for breach of representations and warranties must be given within the survival period for such representations and warranties set forth in Section 9.1, and any indemnity claim for breaches of representations and warranties which has not been noticed in writing by such date shall be time-barred, irrespective of whether such claim was known or unknown by such date to the party seeking indemnification. Each Such notice shall specify all material facts known to Indemnitee giving rise to such indemnity rights and shall estimate the amount of the liability arising therefrom. If The right of Indemnitee is duly notified of a disputeto indemnification and the estimated amount thereof, the parties as set forth in this notice, shall attempt be deemed agreed to settle and compromise the sameby Indemnitor unless, or if unable to do so within thirty (30) days (or such longer period as they may agree) of Indemnitor’s delivery of notice of a dispute, either party may seek judicial resolution of after the dispute. Any rights of indemnification established by reason mailing of such settlementnotice, compromise Indemnitor shall notify Indemnitee in writing that it disputes the right of Indemnitee to indemnification, or arbitration shall promptly thereafter be paid and satisfied by Indemnitorthat Indemnitor elects to defend such claim in the manner provided in Section 9.4(b) below.

Claims for Indemnity. Whenever a claim for Damages shall arise for which one party the (the “IndemniteeIndemnified Party”) shall be entitled to indemnification hereunder, Indemnitee the Indemnified Party shall notify the other party(sparty hereto (the “Indemnifying Party”) (“Indemnitor”in cases where the Indemnifying Party is the Equity Recipients, by notice to the Stockholders’ Representatives, with a copy to the Escrow Agent) in writing (an “Indemnification Notice”) describing the claim and the basis therefor; provided, however, that the failure to provide an Indemnification Notice shall not affect the right of the Indemnified Party to indemnification hereunder except to the extent that such failure prejudices the ability of the Indemnifying Party to defend any claim. The right of the Indemnified Party to indemnification, as set forth in the Indemnification Notice, shall be deemed agreed to by the Indemnifying Party unless, within thirty (30) days after the mailing of such notice, the Indemnifying Party shall notify the Indemnified Party (and the Escrow Agent if the Indemnifying Party is the Equity Recipients) in writing (an “Objection Notice”) that it disputes the right of the first receipt of notice of such claim, and in any event within such shorter period as may be necessary for Indemnitor Indemnified Party to take appropriate action to resist such claim; provided that the failure to give notice as herein provided shall not relieve Indemnitor of its obligation to indemnify Indemnitee except to the extent that Indemnitor shall have been prejudiced in its ability to defend such claim. Notwithstanding anything in this Agreement to the contrary, written notice of any Indemnitee’s claim for indemnification for breach of representations and warranties must be given within the survival period for such representations and warranties set forth in Section 9.1, and any indemnity claim for breaches of representations and warranties which has not been noticed in writing by such date shall be time-barred, irrespective of whether such claim was known or unknown by such date to the party seeking indemnification. Each notice shall specify all facts known to Indemnitee giving rise to such indemnity rights and shall estimate If the amount of the liability arising therefrom. If Indemnitee is duly notified of a disputeIndemnified Party receives an Objection Notice, the parties Parties shall attempt to settle and compromise the same. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute within 30 days following the Indemnified Party’s receipt of the Objection Notice from the Indemnifying Party, then either the Indemnified Party or if unable the Indemnifying Party may, by written notice to do so the other, demand arbitration of the matter unless the amount of the Damages is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both the Indemnified Party and Indemnifying Party agree to arbitration; and in such event the matter shall be settled by arbitration conducted by a single arbitrator. The Indemnified Party and Indemnifying Party shall jointly select an arbitrator within thirty (30) 30 days (or such longer period as they may agree) of Indemnitor’s after the delivery of such written notice of to arbitrate. If the Indemnified Party and Indemnifying Party fail to agree upon an arbitrator within such 30 days, the parties shall each select one arbitrator, and the two arbitrators so selected shall select a dispute, either party may seek judicial resolution third arbitrator. The decision of the dispute. Any rights arbitrator so selected as to the validity and amount of indemnification established by reason of such settlementany claim for Damages shall be binding and conclusive upon the parties to this Agreement, compromise or arbitration and the arbitrator shall promptly thereafter be paid and satisfied by Indemnitordeliver a copy of its written decision to the Escrow Agent following such decision.

Claims for Indemnity. Whenever (a) Except as otherwise provided in this Article IV, a claim for Damages shall arise for which one party (“Indemnitee”) shall be entitled to indemnification hereunder, Indemnitee shall notify the other party(s) (“Indemnitor”) in writing within thirty (30) days indemnity under Sections 4.1 or 4.2 of the first receipt of notice of such claim, and in any event within such shorter period as this Agreement may be necessary for Indemnitor made by the claiming party at any time prior to take appropriate action to resist such claim; provided that (i) two years after the failure to give notice as herein provided shall not relieve Indemnitor Effective Time in the case of its obligation to indemnify Indemnitee except to the extent that Indemnitor shall have been prejudiced in its ability to defend such claim. Notwithstanding anything in this Agreement to the contrary, written notice of any Indemnitee’s claim for indemnification for a breach of representations and warranties must be given contained in Section 5.12 (Environmental Laws), and (ii) as to all other claims, eighteen months after the Effective Time, in each case, by the giving of written notice thereof to the other party. In the event that any such claim is made within the survival prescribed period, the indemnity relating to such claim shall survive until such claim is resolved. Claims not made within such period for such representations shall cease and warranties set forth in Section 9.1, and any no indemnity claim for breaches of representations and warranties which has not been noticed in writing by such date shall be time-barred, irrespective of whether such claim was known or unknown made therefor. (b) Promptly after receipt by such date to the either party seeking indemnification. Each notice shall specify all facts known to Indemnitee giving rise to such indemnity rights and shall estimate the amount of the liability arising therefrom. If Indemnitee is duly notified of a dispute, the parties shall attempt to settle and compromise the same, or if unable to do so within thirty (30) days (or such longer period as they may agree) of Indemnitor’s delivery of notice of the assertion of any claim or the commencement of any action, suit or proceeding with respect to which a disputeclaim for indemnification will be made under this Agreement, either such party may seek judicial resolution (the "Indemnified Party") shall give written notice thereof to the other party (the "Indemnitor"), and will thereafter keep the Indemnitor reasonably informed with respect thereto, provided that failure of the disputeIndemnified Party to give the Indemnitor prompt notice as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent, if any, it shall have been materially prejudiced thereby. Any rights In case any such action, suit or proceeding, is brought against an Indemnified Party, the Indemnitor shall be entitled to participate in (and, in its discretion, to assume) the defense thereof with counsel reasonably satisfactory to the Indemnified Party, provided, however, that the Indemnified Party shall be entitled to participate in, any such action, suit or proceeding with counsel of indemnification established its own choice at the expense of the Indemnitor if, in the good faith judgment of the Indemnified Party's counsel, representation by reason the Indemnitor's counsel may present a conflict of interest or that there may be defenses available to the Indemnified Party which are different from or in addition to those available to the Indemnitor. The Indemnitor will not settle any claim, action, suit or proceeding which would give rise to the Indemnitor's liability under its indemnity unless (i) such settlementsettlement includes as an unconditional term thereof the giving by the claimant or plaintiff of a release of the Indemnified Party, compromise in form and substance satisfactory to the Indemnified Party and its counsel, from all liability with respect to such claim, action, suit or arbitration proceeding; and (ii) proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. If the Indemnitor assumes the defense of any claim, action, suit or proceeding as provided in this Section 4.3, the Indemnified Party shall promptly thereafter be paid permitted to join in the defense thereof with counsel of its own selection and satisfied by at its own expense. If the Indemnitor shall not assume the defense of any claim, action, suit or proceeding, the Indemnified Party may defend against such claim, action, suit or proceeding in such manner as it may deem appropriate, provided that an Indemnified Party shall not settle any claim, action, suit or proceeding which would give rise to the Indemnitor's liability under its indemnity without the prior written consent of the Indemnitor.

Claims for Indemnity. Whenever a (a) A claim for Damages indemnity shall arise be made by the claiming party at any time prior to the applicable Claim Limitation Anniversary by the giving of written notice thereof to the other party. Such written notice shall set forth in reasonable detail the basis upon which such claim for indemnity is made. In the event that any bona fide claim is made within such period, the indemnity relating to such claim shall survive until such claim is resolved. No claim for indemnity may be made at any time at or after the 18-month anniversary of the Effective Time (excluding claims for indemnity with respect to (i) the representations and warranties contained in Section 6.3, which may be made for a period of five (5) years after the Effective Time, (ii) the representations and warranties contained in Section 6.14, which may be made at any time up to the date ending thirty (30) days after the applicable statutes of limitations with respect thereto and (iii) Excluded Liabilities, which may be made at any time after the Effective Time) and no indemnity shall be available therefor in accordance with the provisions of this Article V. The applicable claim limitation period, as provided in the preceding sentence, is hereby referred to as the "Claim Limitation Anniversary." (b) In the event that any Person or entity not a party to this Agreement shall make any demand or claim or file or threaten to file any lawsuit, which demand, claim or lawsuit may result in any Loss to a party hereto of the kind for which one such party (“Indemnitee”) shall be is entitled to indemnification hereunderpursuant to Section 5.1 or Section 5.2 hereof, Indemnitee such indemnified party shall notify the other party(s) (“Indemnitor”) in writing indemnifying party of such demand, claim or lawsuit within thirty (30) days of the first receipt of notice Business Days of such demand, claim, and in filing or threat; provided, however, that any event within such shorter period as may be necessary for Indemnitor failure by the indemnified party to take appropriate action to resist such claim; provided that so notify the failure to give notice as herein provided indemnifying party shall not relieve Indemnitor of the indemnifying party from its obligation to indemnify Indemnitee obligations hereunder, except to the extent that Indemnitor shall have been the indemnified party is actually prejudiced in its ability to defend such claim. Notwithstanding anything in this Agreement to the contrary, written notice of any Indemnitee’s claim for indemnification for breach of representations and warranties must be given within the survival period for such representations and warranties set forth in Section 9.1, and any indemnity claim for breaches of representations and warranties which has not been noticed in writing by such date shall be time-barred, irrespective of whether failure to give such claim was known or unknown by such date to the party seeking indemnificationnotice. Each notice shall specify all facts known to Indemnitee giving rise to such indemnity rights and shall estimate the amount of the liability arising therefrom. If Indemnitee is duly notified of a dispute, the parties shall attempt to settle and compromise the same, or if unable to do so within thirty (30) days (or such longer period as they may agree) of Indemnitor’s delivery Following receipt of notice of a disputedemand, either claim or lawsuit, and unless counsel to the indemnified party may seek judicial resolution shall have determined in good faith that the assumption of such defense by the indemnifying party would be inappropriate due to a conflict or potential conflict of interest or the availability of defenses not available to the indemnifying party, the indemnifying party shall have the option, at its cost and expense, to assume the defense of such matter and to retain counsel (not reasonably objected to by the indemnified party) to defend any such demand, claim or lawsuit, and the indemnifying party shall not be liable to the indemnified party for any fees of other counsel or any other expenses (except as expressly provided to the contrary herein) with respect to the defense of such claim or litigation, other than reasonable fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof. The indemnified party shall have the option of joining the defense of such demand, claim or lawsuit (which shall be at the cost and expense of the dispute. Any rights indemnified party unless (i) counsel to the indemnified party determines in good faith that joint representation would be inappropriate due to a conflict or potential conflict of indemnification established by reason interest or the availability of defenses not available to the indemnifying party or (ii) the indemnifying party fails to assume the defense of such settlementdemand, compromise claim or arbitration lawsuit within a reasonable period of time following written notice thereof) with counsel not reasonably object to by the indemnifying party and counsel for each party shall, to the extent consistent with its professional responsibilities, cooperate with the other party and any counsel designated by that party. In effecting the settlement of any such demand, claim or lawsuit, the indemnifying party, or the indemnified party, as the case may be, shall promptly thereafter act in good faith, shall consult with the other party and shall enter into only such settlement as the other party shall consent, such consent not to be paid and satisfied by Indemnitorunreasonably withheld or delayed. An indemnifying party shall not be liable for any settlement not made in accordance with the preceding sentence.

Claims for Indemnity. Whenever (a) A claim for indemnity under Sections 4.1 or 4.2 of this Agreement may be made by the claiming party at any time prior to (i) two years after the Effective Time in case of a claim under Section 4.1(a)(ii) and (ii) one year after the Effective Time for all other items by the giving of written notice thereof to the other party, provided that there shall be no limitation on the time when Seller may submit a claim for Damages indemnification relating to the Real Property Leases and on Purchaser's obligation to indemnify Seller for any such claim pursuant to Section 4.2. In the event that any such claim is made within the prescribed period, the indemnity relating to such claim shall arise survive until such claim is resolved. Claims not made within such period shall cease and no indemnity shall be made therefor. (b) Promptly after receipt by either party of notice of the assertion of any claim or the commencement of any action, suit or proceeding with respect to which a claim for which one indemnification will be made under this Agreement, such party (“Indemnitee”the "Indemnified Party") shall give written notice thereof to the other party (the "Indemnitor") and will thereafter keep the Indemnitor reasonably informed with respect thereto, provided that failure of the Indemnified Party to give the Indemnitor prompt notice as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent, if any, it shall have been materially prejudiced thereby. In case any such action, suit or proceeding is brought against an Indemnified Party, the Indemnitor shall be entitled to indemnification hereunderparticipate in (and, Indemnitee in its discretion, to assume) the defense thereof with counsel reasonably satisfactory to the Indemnified Party, provided, however, that the Indemnified Party shall notify be entitled to participate in any such action, suit or proceeding with counsel of its own choice at the other party(s) (“Indemnitor”) in writing within thirty (30) days expense of the first receipt Indemnitor if, in the good faith judgment of notice the Indemnified Party's counsel, representation by the Indemnitor's counsel may present a conflict of interest or that there may be defenses available to the Indemnified Party which are different from or in addition to those available to the Indemnitor. The Indemnitor will not settle any claim, action, suit or proceeding which would give rise to the Indemnitor's liability under its indemnity unless such settlement includes as an unconditional term thereof the giving by the claimant or plaintiff of a release of the Indemnified Party, in form and substance satisfactory to the Indemnified Party and its counsel, from all liability with respect to such claim, action, suit or proceeding. If the Indemnitor assumes the defense of any claim, action, suit or proceeding as provided in this Section 4.1, the Indemnified Party shall be permitted to join in the defense thereof with counsel of its own selection and in at its own expense. If the Indemnitor shall not assume the defense of any event within such shorter period as claim, action, suit or proceeding, the Indemnified Party may be necessary for Indemnitor to take appropriate action to resist defend against such claim; , action, suit or proceeding in such manner as it may deem appropriate, provided that the failure to give notice as herein provided an Indemnified Party shall not relieve Indemnitor of its obligation to indemnify Indemnitee except settle any claim, action, suit or proceeding which would give rise to the extent that Indemnitor shall have been prejudiced in Indemnitor's liability under its ability to defend such claim. Notwithstanding anything in this Agreement to indemnity without the contrary, prior written notice of any Indemnitee’s claim for indemnification for breach of representations and warranties must be given within the survival period for such representations and warranties set forth in Section 9.1, and any indemnity claim for breaches of representations and warranties which has not been noticed in writing by such date shall be time-barred, irrespective of whether such claim was known or unknown by such date to the party seeking indemnification. Each notice shall specify all facts known to Indemnitee giving rise to such indemnity rights and shall estimate the amount consent of the liability arising therefrom. If Indemnitee is duly notified of a disputeIndemnitor, the parties which consent shall attempt to settle and compromise the same, or if unable to do so within thirty (30) days (or such longer period as they may agree) of Indemnitor’s delivery of notice of a dispute, either party may seek judicial resolution of the dispute. Any rights of indemnification established by reason of such settlement, compromise or arbitration shall promptly thereafter not be paid and satisfied by Indemnitorunreasonably withheld.

Claims for Indemnity. Whenever a (a) A claim for Damages indemnity shall arise be made by the claiming Party by the giving of written notice thereof to the other Party. Such written notice shall set forth in reasonable detail the basis upon which such claim for indemnity is made. (b) In the event that any person or entity not a Party hereto (including the Receiver and the Corporation) shall make any demand or claim or file or threaten to file any lawsuit, which demand, claim or lawsuit could result in any Loss to a Party hereto of the kind for which one party (“Indemnitee”) shall be such Party is entitled to indemnification hereunderpursuant to Section 4.1 or Section 4.2 of this Agreement, Indemnitee such indemnified Party shall notify the other party(s) (“Indemnitor”) indemnifying Party of such demand, claim or lawsuit in writing within thirty fifteen (3015) days of the first receipt of notice of such demand, claim, and filing or threat specifying in reasonable detail the source of the Loss or potential Loss; provided, however, that any event within such shorter period as may be necessary for Indemnitor failure by the indemnified Party to take appropriate action to resist such claim; provided that so notify the failure to give notice as herein provided indemnifying Party shall not relieve Indemnitor of the indemnifying Party from its obligation to indemnify Indemnitee obligations hereunder, except to the extent that Indemnitor the indemnifying Party is actually and materially prejudiced by such failure to be given such notice. Following receipt of notice of a demand, claim or lawsuit, the indemnifying Party shall have been prejudiced in the option, at its ability cost and expense, to assume the defense of such matter and to retain counsel (not reasonably objected to by the indemnified Party) to defend any such claimdemand, claim or lawsuit, and the indemnifying Party shall not be liable to the indemnified Party for any fees of other counsel or any other expenses (except as expressly provided to the contrary herein) with respect to the defense of such claim or litigation, other than reasonable fees and expenses of counsel employed by the indemnified Party for any period during which the indemnifying Party has not assumed the defense thereof. If the indemnifying Party elects to defend, compromise or settle such demand, claim or lawsuit, the indemnified Party shall cooperate in the defense against, or compromise or settlement of, such demand, claim or lawsuit, including making available to the indemnifying Party any personnel or any books, records or other documents within its control that are reasonably necessary or appropriate for such defense. The indemnified Party shall have the option of participating in (but not controlling) the defense of such demand, claim or lawsuit with counsel reasonably acceptable to the indemnifying Party (which shall be at the cost and expense of the indemnified Party unless (1) counsel to the indemnified Party reasonably determines, based on the advice of counsel, that joint representation would be inappropriate due to a conflict of interest or the availability of material defenses not available to the indemnifying Party or (2) the indemnifying Party fails to assume the defense of such demand, claim or lawsuit within a reasonable period of time following written notice thereof), and counsel for each Party shall, to the extent consistent with its professional responsibilities, cooperate with the other Party and any counsel designated by that Party. In effecting the settlement of any such demand, claim or lawsuit, the indemnifying Party or the indemnified Party, as the case may be, shall act in good faith and shall enter into only such settlement as the other Party shall consent to, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that an indemnifying Party may enter into a settlement without the consent of an indemnified Party so long as such settlement contains an unconditional release of such indemnified Party from all liabilities arising out of such demand, claim or lawsuit and does not include any admission of fault by the indemnified Party. An indemnifying Party shall not be liable for any settlement not made in accordance with the preceding sentence. Notwithstanding anything in this Agreement contained herein to the contrary, written notice of any Indemnitee’s claim for indemnification for breach of representations and warranties must be given within if the survival period for such representations and warranties set forth in Section 9.1, and any indemnity claim for breaches of representations and warranties which has not been noticed in writing by such date shall be time-barred, irrespective of whether such claim was known or unknown by such date indemnifying Party disputes its potential liability to the party seeking indemnification. Each notice shall specify all facts known to Indemnitee giving rise to indemnified Party under Section 4.3 of this Agreement and if such indemnity rights and shall estimate the amount dispute is resolved in favor of the liability arising therefrom. If Indemnitee is duly notified of a disputeindemnifying Party, then the parties indemnified Party shall attempt not be required to settle bear the costs and compromise the same, or if unable to do so within thirty (30) days (or such longer period as they may agree) of Indemnitor’s delivery of notice of a dispute, either party may seek judicial resolution expenses of the dispute. Any rights indemnified Party’s defense pursuant to Section 4.3 of indemnification established by reason of such settlement, compromise or arbitration shall promptly thereafter be paid and satisfied by Indemnitorthis Agreement.

Claims for Indemnity. Whenever a claim for Damages shall arise for which one party (“Indemnitee”) an Indemnified Party shall be entitled to indemnification hereunderhereunder other than a third party claim addressed by Section 11.2(e), Indemnitee such Indemnified Party shall notify the other party(s) (“Indemnitor”) Indemnifying Party in writing within thirty (30) 15 days of the first receipt of notice of such claim, and in any event within such shorter period as may be necessary for Indemnitor the Indemnifying Party to take appropriate action to resist such claim; provided that the failure to give notice as herein provided shall not relieve Indemnitor of its obligation to indemnify Indemnitee except to the extent that Indemnitor shall have been prejudiced in its ability to defend such claim. Notwithstanding anything in this Agreement to the contrary, written notice of any Indemnitee’s claim for indemnification for breach of representations and warranties must be given within the survival period for such representations and warranties set forth in Section 9.1, and any indemnity claim for breaches of representations and warranties which has not been noticed in writing by such date shall be time-barred, irrespective of whether such claim was known or unknown by such date to the party seeking indemnification. Each Such notice shall specify all in reasonable detail the facts and circumstances known to Indemnitee giving rise the Indemnified Party regarding the claim and shall explain in reasonable detail the basis on which the Indemnified Party claims a right to such indemnity rights and indemnity, including citation to relevant sections of this Agreement, and, if estimable, shall estimate the amount of the liability arising therefrom. The failure to provide such notice shall not result in a waiver of any right to indemnification hereunder except to the extent, and only to the extent, the Indemnifying Party is able to demonstrate it was prejudiced by such failure. If Indemnitee is the Indemnifying Party shall be duly notified of a disputesuch indemnity claim, the parties shall attempt to settle and compromise the same, or if unable to do so within thirty (30) 30 days (or such longer period as they may agree) of Indemnitorthe Indemnified Party’s delivery of notice of a disputeindemnity claim, either party the parties may seek judicial resolution of the disputepursue such legal proceedings as may be lawfully available to them. Any rights of indemnification established by reason of such settlement, compromise settlement or arbitration proceedings shall promptly thereafter be paid and satisfied by Indemnitorthe Indemnifying Party promptly after such date that the indemnified amount is finally determined.

Claims for Indemnity. Whenever a claim for Damages shall arise for which one party (“Indemnitee”) an Indemnified Party shall be entitled to indemnification hereunderhereunder other than a third party claim addressed by Section 10.2(d), Indemnitee such Indemnified Party shall notify the other party(s) (“Indemnitor”) Indemnifying Party in writing within thirty (30) days of the first receipt of notice of such claim, and in any event within such shorter period as may be necessary for Indemnitor the Indemnifying Party to take appropriate action to resist such claim; provided that the failure to give notice as herein provided shall not relieve Indemnitor of its obligation to indemnify Indemnitee except to the extent that Indemnitor shall have been prejudiced in its ability to defend such claim. Notwithstanding anything in this Agreement to the contrary, written notice of any Indemnitee’s claim for indemnification for breach of representations and warranties must be given within the survival period for such representations and warranties set forth in Section 9.1, and any indemnity claim for breaches of representations and warranties which has not been noticed in writing by such date shall be time-barred, irrespective of whether such claim was known or unknown by such date to the party seeking indemnification. Each Such notice shall specify all in reasonable detail the facts and circumstances known to Indemnitee giving rise the Indemnified Party regarding the claim and shall explain in reasonable detail the basis on which the Indemnified Party claims a right to such indemnity rights and indemnity, including citation to relevant sections of Agreement for Exchange of Stock this Agreement, and, if estimable, shall estimate the amount of the liability arising therefrom. The failure to provide such notice shall not result in a waiver of any right to indemnification hereunder except to the extent, and only to the extent, the Indemnifying Party is able to demonstrate it was prejudiced by such failure. If Indemnitee is the Indemnifying Party shall be duly notified of a disputesuch indemnity claim, the parties shall attempt to settle and compromise the same, or if unable to do so within thirty (30) days (or such longer period as they may agree) of Indemnitorthe Indemnified Party’s delivery of notice of a disputeindemnity claim, either party the parties may seek judicial resolution of the disputepursue such legal proceedings as may be lawfully available to them. Any rights of indemnification established by reason of such settlement, compromise settlement or arbitration proceedings shall promptly thereafter be paid and satisfied by Indemnitorthe Indemnifying Party promptly after such date that the indemnified amount is finally determined.

Claims for Indemnity. Whenever a (a) A claim for Damages indemnity shall arise be made by the claiming party at any time by the giving of written notice thereof to the other party; provided, however, that any claim for indemnity pursuant to Sections 5.1(b) or 5.2(b) must be made within the applicable period set forth in Section 12.3. In the event that any claim is made within such period, the indemnity relating to such claim shall survive until such claim is resolved. (b) In the event that any Person or entity not a party to this Agreement shall, in writing, make any demand or claim or file or threaten to file any lawsuit, which demand, claim or lawsuit may result in any Loss to an indemnified party of the kind for which one such indemnified party (“Indemnitee”) shall be is entitled to indemnification hereunderpursuant to Section 5.1 or Section 5.2 hereof, Indemnitee including, without limitation, any claim by a third party which, if true, would constitute a breach of a representation or warranty by the indemnifying party, such indemnified party shall notify the other party(s) (“Indemnitor”) in writing within thirty (30) days of the first receipt of notice indemnifying party of such demand, claim or lawsuit within 15 Business Days of obtaining knowledge of such demand, claim, and in filing or threat; provided, however, that any event within such shorter period as may be necessary for Indemnitor failure by the indemnified party to take appropriate action to resist such claim; provided that so notify the failure to give notice as herein provided indemnifying party shall not relieve Indemnitor of the indemnifying party from its obligation to indemnify Indemnitee obligations hereunder, except to the extent that Indemnitor the indemnifying party is actually prejudiced by such failure to give such notice. Following receipt of notice of a demand, claim or lawsuit, and unless counsel to the indemnified party shall have been prejudiced determined in good faith that the assumption of such defense by the indemnifying party would be inappropriate due to a conflict or potential conflict of interest or the availability of defenses not available to the indemnifying party, the indemnifying party shall have the option, at its ability cost and expense, to assume the defense of such matter and to retain counsel (not reasonably objected to by the indemnified party) to defend any such demand, claim or lawsuit, and the indemnifying party shall not be liable to the indemnified party for any fees of other counsel or any other expenses (except as expressly provided to the contrary herein) with respect to the defense of such claim or litigation, other than reasonable fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof; provided, however, that indemnifying party shall not have the right to assume such defense of any claim by a third party which involves an amount (as reasonably determined in good faith by the indemnified party) that, when taken together with the aggregate amount of all claims for Losses pending under this Article V (as reasonably determined in good faith by the indemnified party), is in excess of the cap on the indemnifying party’s obligations pursuant to Section 5.4(b). The indemnifying party’s option to assume the defense of such claim may be exercised by an irrevocable written acknowledgment by the indemnifying party to the indemnified party, within 30 days following notice of such claim from the indemnified party (or earlier, if the indemnified party reasonably requires an earlier determination), that it is undertaking and will prosecute the defense of the claim under such indemnity agreements (at the sole cost and expense of the indemnifying party) and confirming that the claim is one with respect to which the indemnifying party is obligated to indemnify and that it will be able to pay the full amount of potential liability in connection with such claim. The indemnified party shall have the option of joining the defense of such demand, claim or lawsuit (which shall be at the cost and expense of the indemnified party unless (i) counsel to the indemnified party determines 29 in good faith that joint representation would be inappropriate due to a conflict or potential conflict of interest or the availability of defenses not available to the indemnifying party or (ii) the indemnifying party fails to assume the defense of such demand, claim or lawsuit within the 30-day period provided for herein) with counsel not reasonably objected to by the indemnifying party and counsel for each party shall, to the extent consistent with its professional responsibilities, cooperate with the other party and any counsel designated by that party. In effecting the settlement of any such demand, claim or lawsuit, the indemnifying party, or the indemnified party, as the case may be, shall act in good faith, shall consult with the other party and shall enter into only such settlement, compromise or consent to judgment as the other party shall consent, such consent not to be unreasonably withheld or delayed, provided that such settlement, compromise or consent to entry of any judgment shall include a release from all liability and shall involve only the payment of monetary Losses in respect of such claim. An indemnifying party shall not be liable for any settlement not made in accordance with the preceding sentence. Notwithstanding anything in this Agreement Article V to the contrary, written notice if there is a reasonable probability that a third party claim may materially and adversely affect the indemnified party other than as a result of any Indemnitee’s claim for indemnification for breach of representations money damages or other money payments, the indemnified party shall have the right, at the cost and warranties must be given within the survival period for such representations and warranties set forth in Section 9.1, and any indemnity claim for breaches of representations and warranties which has not been noticed in writing by such date shall be time-barred, irrespective of whether such claim was known or unknown by such date to the party seeking indemnification. Each notice shall specify all facts known to Indemnitee giving rise to such indemnity rights and shall estimate the amount expense of the liability arising therefrom. If Indemnitee is duly notified of a disputeindemnifying party, to control the parties shall attempt to settle and compromise the same, or if unable to do so within thirty (30) days (or such longer period as they may agree) of Indemnitor’s delivery of notice of a dispute, either party may seek judicial resolution of the dispute. Any rights of indemnification established by reason of such settlementdefense, compromise or arbitration shall promptly thereafter be paid and satisfied by Indemnitorsettlement of the claim.

Claims for Indemnity. Whenever a (a) A claim for Damages indemnity shall arise be made by the claiming party at any time by the giving of written notice thereof to the other party; provided, however, that any claim for indemnity pursuant to Sections 5.1(b) or 5.2(b) must be made within the applicable period set forth in Section 12.3. In the event that any claim is made within such period, the indemnity relating to such claim shall survive until such claim is resolved. (b) In the event that any Person or entity not a party to this Agreement shall, in writing, make any demand or claim or file or threaten to file any lawsuit, which demand, claim or lawsuit may result in any Loss to an indemnified party of the kind for which one such indemnified party (“Indemnitee”) shall be is entitled to indemnification hereunderpursuant to Section 5.1 or Section 5.2 hereof, Indemnitee including, without limitation, any claim by a third party which, if true, would constitute a breach of a representation or warranty by the indemnifying party, such indemnified party shall notify the other party(s) (“Indemnitor”) in writing within thirty (30) days of the first receipt of notice indemnifying party of such demand, claim or lawsuit within 15 Business Days of obtaining knowledge of such demand, claim, and in filing or threat; provided, however, that any event within such shorter period as may be necessary for Indemnitor failure by the indemnified party to take appropriate action to resist such claim; provided that so notify the failure to give notice as herein provided indemnifying party shall not relieve Indemnitor of the indemnifying party from its obligation to indemnify Indemnitee obligations hereunder, except to the extent that Indemnitor the indemnifying party is actually prejudiced by such failure to give such notice. Following receipt of notice of a demand, claim or lawsuit, and unless counsel to the indemnified party shall have been prejudiced determined in good faith that the assumption of such defense by the indemnifying party would be inappropriate due to a conflict or potential conflict of interest or the availability of defenses not available to the indemnifying party, the indemnifying party shall have the option, at its ability cost and expense, to assume the defense of such matter and to retain counsel (not reasonably objected to by the indemnified party) to defend any such demand, claim or lawsuit, and the indemnifying party shall not be liable to the indemnified party for any fees of other counsel or any other expenses (except as expressly provided to the contrary herein) with respect to the defense of such claim or litigation, other than reasonable fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof; provided, however, that indemnifying party shall not have the right to assume such defense of any claim by a third party which involves an amount (as reasonably determined in good faith by the indemnified party) that, when taken together with the aggregate amount of all claims for Losses pending under this Article V (as reasonably determined in good faith by the indemnified party), is in excess of the cap on the indemnifying party’s obligations pursuant to Section 5.4(b). The indemnifying party’s option to assume the defense of such claim may be exercised by an irrevocable written acknowledgment by the indemnifying party to the indemnified party, within 30 days following notice of such claim from the indemnified party (or earlier, if the indemnified party reasonably requires an earlier determination), that it is undertaking and will prosecute the defense of the claim under such indemnity agreements (at the sole cost and expense of the indemnifying party) and confirming that the claim is one with respect to which the indemnifying party is obligated to indemnify and that it will be able to pay the full amount of potential liability in connection with such claim. The indemnified party shall have the option of joining the defense of such demand, claim or lawsuit (which shall be at the cost and expense of the indemnified party unless (i) counsel to the indemnified party determines in good faith that joint representation would be inappropriate due to a conflict or potential conflict of interest or the availability of defenses not available to the indemnifying party or (ii) the indemnifying party fails to assume the defense of such demand, claim or lawsuit within the 30-day period provided for herein) with counsel not reasonably objected to by the indemnifying party and counsel for each party shall, to the extent consistent with its professional responsibilities, cooperate with the other party and any counsel designated by that party. In effecting the settlement of any such demand, claim or lawsuit, the indemnifying party, or the indemnified party, as the case may be, shall act in good faith, shall consult with the other party and shall enter into only such settlement, compromise or consent to judgment as the other party shall consent, such consent not to be unreasonably withheld or delayed, provided that such settlement, compromise or consent to entry of any judgment shall include a release from all liability and shall involve only the payment of monetary Losses in respect of such claim. An indemnifying party shall not be liable for any settlement not made in accordance with the preceding sentence. Notwithstanding anything in this Agreement Article V to the contrary, written notice if there is a reasonable probability that a third party claim may materially and adversely affect the indemnified party other than as a result of any Indemnitee’s claim for indemnification for breach of representations money damages or other money payments, the indemnified party shall have the right, at the cost and warranties must be given within the survival period for such representations and warranties set forth in Section 9.1, and any indemnity claim for breaches of representations and warranties which has not been noticed in writing by such date shall be time-barred, irrespective of whether such claim was known or unknown by such date to the party seeking indemnification. Each notice shall specify all facts known to Indemnitee giving rise to such indemnity rights and shall estimate the amount expense of the liability arising therefrom. If Indemnitee is duly notified of a disputeindemnifying party, to control the parties shall attempt to settle and compromise the same, or if unable to do so within thirty (30) days (or such longer period as they may agree) of Indemnitor’s delivery of notice of a dispute, either party may seek judicial resolution of the dispute. Any rights of indemnification established by reason of such settlementdefense, compromise or arbitration shall promptly thereafter be paid and satisfied by Indemnitorsettlement of the claim.

Claims for Indemnity. Whenever (a) Except as otherwise provided in Sectin 4.3(b), a claim for Damages indemnity under Section 4.1 or Section 4.2 of this Agreement may be made by the claiming party at any time prior to one year after the Effective Time by the giving of written notice thereof to the other party. In the event that any such claim is made within the prescribed period, the indemnity relating to such claim shall arise survive until such claim is resolved. Claims not made within such period shall cease and no indemnity shall be made therefor. (b) Promptly after receipt by either party of notice of the assertion of any claim or the commencement of any action, suit or proceeding with respect to which a claim for which one indemnification will be made under this Agreement, such party (“Indemnitee”the "Indemnified Party") shall give written notice thereof to the other party (the "Indemnitor") and will thereafter keep the Indemnitor reasonably informed with respect thereto, provided that failure of the Indemnified Party to give the Indemnitor prompt notice as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent, if any, it shall have been materially prejudiced thereby. In case any such action, suit or proceeding is brought against an Indemnified Party, the Indemnitor shall be entitled to indemnification hereunderparticipate in (and, Indemnitee in its discretion, to assume) the defense thereof with counsel reasonably satisfactory to the Indemnified Party, provided, however, that the Indemnified Party shall notify be entitled to participate in any such action, suit or proceeding with counsel of its own choice at the other party(s) (“Indemnitor”) in writing within thirty (30) days expense of the first receipt Indemnitor if, in the good faith judgment of notice the Indemnified Party's counsel, representation by the Indemnitor's counsel may present a conflict of interest or that there may be defenses available to the Indemnified Party which are different from or in addition to those available to the Indemnitor. The Indemnitor will not settle any claim, action, suit or proceeding which would give rise to the Indemnitor's liability under its indemnity unless such settlement includes as an unconditional term thereof the giving by the claimant or plaintiff of a release of the Indemnified Party, in form and substance satisfactory to the Indemnified Party and its counsel, from all liability with respect to such claim, action, suit or proceeding. If the Indemnitor assumes the defense of any claim, action, suit or proceeding as provided in this Section 4.3, the Indemnified Party shall be permitted to join in the defense thereof with counsel of its own selection and in at its own expense. If the Indemnitor shall not assume the defense of any event within such shorter period as claim, action, suit or proceeding, the Indemnified Party may be necessary for Indemnitor to take appropriate action to resist defend against such claim; , action, suit or proceeding in such manner as it may deem appropriate, provided that the failure to give notice as herein provided an Indemnified Party shall not relieve Indemnitor of its obligation to indemnify Indemnitee except settle any claim, action, suit or proceeding which would give rise to the extent that Indemnitor shall have been prejudiced in Indemnitor's liability under its ability to defend such claim. Notwithstanding anything in this Agreement to indemnity without the contrary, prior written notice of any Indemnitee’s claim for indemnification for breach of representations and warranties must be given within the survival period for such representations and warranties set forth in Section 9.1, and any indemnity claim for breaches of representations and warranties which has not been noticed in writing by such date shall be time-barred, irrespective of whether such claim was known or unknown by such date to the party seeking indemnification. Each notice shall specify all facts known to Indemnitee giving rise to such indemnity rights and shall estimate the amount consent of the liability arising therefrom. If Indemnitee is duly notified of a dispute, the parties shall attempt to settle and compromise the same, or if unable to do so within thirty (30) days (or such longer period as they may agree) of Indemnitor’s delivery of notice of a dispute, either party may seek judicial resolution of the dispute. Any rights of indemnification established by reason of such settlement, compromise or arbitration shall promptly thereafter be paid and satisfied by Indemnitor.

Claims for Indemnity. (a) Whenever a claim for Damages shall arise for which one party (“"Indemnitee”") shall be entitled to indemnification hereunder, Indemnitee shall notify the other party(s) party or parties (“each, an "Indemnitor”") in writing within thirty (30) days of the first receipt of notice of such claim, and in any event within such shorter period as may be necessary for Indemnitor to take appropriate action to resist such claim; provided that the failure to give notice as herein provided shall not relieve Indemnitor of its obligation to indemnify Indemnitee except to the extent that Indemnitor shall have been materially prejudiced in its ability to defend such claim. Notwithstanding anything in this Agreement to the contrary, written notice of any Indemnitee’s claim for indemnification for breach of representations and warranties must be given within the survival period for such representations and warranties set forth in Section 9.1, and any indemnity claim for breaches of representations and warranties which has not been noticed in writing by such date shall be time-barred, irrespective of whether such claim was known or unknown by such date to the party seeking indemnification. Each Such notice shall specify all material facts known to Indemnitee giving rise to such indemnity rights and shall estimate the amount of the liability arising therefrom. If The right of Indemnitee is duly notified of a disputeto indemnification and the estimated amount thereof, the parties as set forth in this notice, shall attempt be deemed agreed to settle and compromise the sameby Indemnitor unless, or if unable to do so within thirty (30) days (or such longer period as they may agree) of Indemnitor’s delivery of notice of a dispute, either party may seek judicial resolution of after the dispute. Any rights of indemnification established by reason mailing of such settlementnotice, compromise Indemnitor shall notify Indemnitee in writing that it disputes the right of Indemnitee to indemnification, or arbitration shall promptly thereafter be paid and satisfied by Indemnitorthat Indemnitor elects to defend such claim in the manner provided in Section 8.4(b).

Claims for Indemnity. Whenever a claim for Damages shall arise for which one any party (“Indemnitee”) shall be entitled to indemnification hereunder, Indemnitee the indemnified party shall notify the other party(s) (“Indemnitor”) indemnifying party in writing within thirty (30) days of the indemnified party's first receipt of notice of of, or the indemnified party's knowledge of, such claim, and in any event within such shorter period as may be necessary for Indemnitor the indemnifying party or parties to take appropriate action to resist such claim; provided PROVIDED HOWEVER, that if notice is given after thirty (30) days and the failure to give late notice as herein provided does not in any way prejudice the rights of the other party hereto then this indemnity shall not relieve Indemnitor of its obligation to indemnify Indemnitee except to the extent that Indemnitor shall have been prejudiced in its ability to defend such claimnevertheless be enforceable. Notwithstanding anything in this Agreement to the contrary, written notice of any Indemnitee’s claim for indemnification for breach of representations and warranties must be given within the survival period for such representations and warranties set forth in Section 9.1, and any indemnity claim for breaches of representations and warranties which has not been noticed in writing by such date shall be time-barred, irrespective of whether such claim was known or unknown by such date to the party seeking indemnification. Each Such notice shall specify all facts known to Indemnitee the indemnified party giving rise to such indemnity rights and shall estimate (to extent reasonably possible) the amount of the liability arising therefrom. If Indemnitee is duly notified of a dispute, During the parties shall attempt to settle and compromise the same, or if unable to do so within thirty (30) days (or such longer day period as they may agree) from and after the giving of Indemnitor’s delivery of any notice of a disputeunder this Section 10.2, either party may seek judicial resolution the relevant parties shall in good faith attempt to settle and/or compromise the subject matter of the dispute. Any subject claim, and in the event that the relevant parties are unable to effect any such settlement or compromise within such thirty (30) day period, then such dispute (unless same relates to a third party claim) shall be promptly submitted by the relevant parties to arbitration held in Rhode Island in accordance with the rules of the Rhode Island American Arbitration Association then obtaining, the results of which shall be binding upon all relevant parties, and any rights of indemnification thereby established by reason of such settlement, compromise or arbitration shall promptly thereafter be paid and or satisfied by Indemnitorthe indemnifying parties in accordance with any pertinent provisions of this Agreement. To the extent required, judgment upon any arbitration award hereunder may be entered in any court having jurisdiction. In the event that any arbitration shall be required hereunder, the parties hereby agree that the same shall be conducted in good faith and with all reasonable diligence.

Claims for Indemnity. Whenever a (a) A claim for Damages indemnity shall arise be made by the claiming Party by the giving of written notice thereof to the other Party. Such written notice shall set forth in reasonable detail the basis upon which such claim for indemnity is made. (b) In the event that any person or entity not a Party hereto (including the Receiver and the Corporation) shall make any demand or claim or file or threaten to file any lawsuit, which demand, claim or lawsuit could result in any Loss to a Party hereto of the kind for which one party (“Indemnitee”) shall be such Party is entitled to indemnification hereunderpursuant to Section 4.1 or Section 4.2 of this Agreement, Indemnitee such indemnified Party shall notify the other party(s) (“Indemnitor”) indemnifying Party of such demand, claim or lawsuit in writing within thirty fifteen (3015) days of the first receipt of notice of such demand, claim, and filing or threat specifying in reasonable detail the source of the Loss or potential Loss; provided, however, that any event within such shorter period as may be necessary for Indemnitor failure by the indemnified Party to take appropriate action to resist such claim; provided that so notify the failure to give notice as herein provided indemnifying Party shall not relieve Indemnitor of the indemnifying Party from its obligation to indemnify Indemnitee obligations hereunder, except to the extent that Indemnitor shall have been the indemnifying Party is actually and materially prejudiced in its ability by such failure to defend such claim. Notwithstanding anything in this Agreement to the contrary, written notice of any Indemnitee’s claim for indemnification for breach of representations and warranties must be given within the survival period for such representations and warranties set forth in Section 9.1, and any indemnity claim for breaches of representations and warranties which has not been noticed in writing by such date shall be time-barred, irrespective of whether such claim was known or unknown by such date to the party seeking indemnificationnotice. Each notice shall specify all facts known to Indemnitee giving rise to such indemnity rights and shall estimate the amount of the liability arising therefrom. If Indemnitee is duly notified of a dispute, the parties shall attempt to settle and compromise the same, or if unable to do so within thirty (30) days (or such longer period as they may agree) of Indemnitor’s delivery Following receipt of notice of a disputedemand, either party may seek judicial resolution of claim or lawsuit, the dispute. Any rights of indemnification established by reason indemnifying Party shall have the option, at its cost and expense, to assume the defense of such settlementmatter and to retain counsel (not reasonably objected to by the indemnified Party) to defend any such demand, claim or lawsuit, and the indemnifying Party shall not be liable to the indemnified Party for any fees of other counsel or any other expenses (except as expressly provided to the contrary herein) with respect to the defense of such claim or litigation, other than reasonable fees and expenses of counsel employed by the indemnified Party for any period during which the indemnifying Party has not assumed the defense thereof. If the indemnifying Party elects to defend, compromise or arbitration settle such demand, claim or lawsuit, the indemnified Party shall promptly thereafter cooperate in the defense against, or compromise or settlement of, such demand, claim or lawsuit, including making available to the indemnifying Party any personnel or any books, records or other documents within its control that are reasonably necessary or appropriate for such defense. The indemnified Party shall have the option of participating in (but not controlling) the defense of such demand, claim or lawsuit with counsel reasonably acceptable to the indemnifying Party (which shall be paid at the cost and satisfied expense of the indemnified Party unless (1) counsel to the indemnified Party reasonably determines, based on the advice of counsel, that joint representation would be inappropriate due to a conflict of interest or the availability of material defenses not available to the indemnifying Party or (2) the indemnifying Party fails to assume the defense of such demand, claim or lawsuit within a reasonable period of time following written notice thereof), and counsel for each Party shall, to the extent consistent with its professional responsibilities, cooperate with the other Party and any counsel designated by Indemnitorthat Party. In effecting the settlement of any such demand, claim or lawsuit, the indemnifying Party or the indemnified Party, as the case may be, shall act in good faith and shall enter into only such settlement as the other Party shall consent to, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that an indemnifying Party may enter into a settlement without the consent of an indemnified Party so long as such settlement contains an unconditional release of such indemnified Party from all liabilities arising out of such demand, claim or lawsuit and does not include any admission of fault by the indemnified Party. An indemnifying Party shall not be liable for any settlement not made in accordance with the preceding sentence.

Claims for Indemnity. Whenever a claim for Damages shall arise for which one party (“Indemnitee”the "Indemnified Party") shall be entitled to indemnification hereunder, Indemnitee the Indemnified Party shall notify the other party(s) party hereto (“Indemnitor”the "Indemnifying Party") in writing within thirty (30) 30 days of the first receipt of notice of such claim, and in any event within such shorter period as may be necessary for Indemnitor the Indemnifying Party to take appropriate action to resist such claim; provided that the failure to give notice as herein provided shall not relieve Indemnitor of its obligation to indemnify Indemnitee except to the extent that Indemnitor shall have been prejudiced in its ability to defend such claim. Notwithstanding anything in this Agreement to the contrary, written notice of any Indemnitee’s claim for indemnification for breach of representations and warranties must be given within the survival period for such representations and warranties set forth in Section 9.1, and any indemnity claim for breaches of representations and warranties which has not been noticed in writing by such date shall be time-barred, irrespective of whether such claim was known or unknown by such date to the party seeking indemnification. Each Such notice shall specify all facts known to Indemnitee the Indemnified Party giving rise to such indemnity rights and shall estimate the amount of the liability arising therefrom. The right of the Indemnified Party to indemnification and the estimated amount thereof, as set forth in this notice, shall be deemed agreed to by the Indemnifying Party unless, within 30 days after the mailing of such notice, the Indemnifying Party shall notify the Indemnified Party in writing that it disputes the right of the Indemnified Party to indemnification. If Indemnitee is the Indemnified Party shall be duly notified of a such dispute, the parties shall attempt to settle and compromise the same, or if unable to do so within thirty (30) 20 days (or such longer period as they may agree) of Indemnitor’s the Indemnifying Party's delivery of notice of a dispute, either party may seek judicial resolution such dispute shall be settled by binding arbitration before a single arbitrator in the County of Hamixxxx, Xxate of Ohio, in proceedings conducted by the dispute. Any American Arbitration Association and pursuant to such organization's rules for commercial disputes, and any rights of indemnification established by reason of such settlement, compromise or arbitration shall promptly thereafter be paid and satisfied by Indemnitorthe Indemnifying Party.

Claims for Indemnity. Whenever a claim for Damages shall arise for which one party (“Indemnitee”) an Indemnified Party shall be entitled to indemnification hereunderhereunder other than a third party claim addressed by Section 11.2(e), Indemnitee such Indemnified Party shall notify the other party(s) (“Indemnitor”) Indemnifying Party in writing within thirty fifteen (3015) days of the first receipt of notice of such claim, and in any event within such shorter period as may be necessary for Indemnitor the Indemnifying Party to take appropriate action to resist such claim; provided that the failure to give notice as herein provided shall not relieve Indemnitor of its obligation to indemnify Indemnitee except to the extent that Indemnitor shall have been prejudiced in its ability to defend such claim. Notwithstanding anything in this Agreement to the contrary, written notice of any Indemnitee’s claim for indemnification for breach of representations and warranties must be given within the survival period for such representations and warranties set forth in Section 9.1, and any indemnity claim for breaches of representations and warranties which has not been noticed in writing by such date shall be time-barred, irrespective of whether such claim was known or unknown by such date to the party seeking indemnification. Each Such notice shall specify all in reasonable detail the facts and circumstances known to Indemnitee giving rise the Indemnified Party regarding the claim and shall explain in reasonable detail the basis on which the Indemnified Party claims a right to such indemnity rights and indemnity, including citation to relevant sections of this Agreement, and, if estimable, shall estimate the amount of the liability arising therefrom. The failure to provide such notice shall not result in a waiver of any right to indemnification hereunder except to the extent, and only to the extent, the Indemnifying Party is able to demonstrate it was prejudiced by such failure. If Indemnitee is the Indemnifying Party shall be duly notified of a disputesuch indemnity claim, the parties shall attempt to settle and compromise the same, or if unable to do so within thirty (30) days (or such longer period as they may agree) of Indemnitorthe Indemnified Party’s delivery of notice of a disputeindemnity claim, either party the parties may seek judicial resolution of the disputepursue such legal proceedings as may be lawfully available to them. Any rights of indemnification established by reason of such settlement, compromise settlement or arbitration proceedings shall promptly thereafter be paid and satisfied by Indemnitorthe Indemnifying Party promptly after such date that the indemnified amount is finally determined.

Claims for Indemnity. Whenever a claim for Damages shall arise for which one party (“Indemnitee”"Indemnified Party") shall be entitled to indemnification hereunderunder this Article VI, Indemnitee the Indemnified Party shall notify the other party(s) party (“Indemnitor”"Indemnifying Party") in writing within thirty ten (3010) days of the first receipt of notice of such claim, and in any event event, if practicable, within such shorter period as may be necessary for Indemnitor the Indemnifying Party to take appropriate action to resist respond to such claim; provided provided, however, that the failure of the Indemnified Party to give provide notice as herein provided stated above shall not relieve Indemnitor be prejudicial to the rights of its obligation to indemnify Indemnitee except the Indemnified Party hereunder only to the extent that Indemnitor shall have been prejudiced in its ability to defend such claim. Notwithstanding anything in this Agreement it is prejudicial to the contrary, written notice of any Indemnitee’s claim for indemnification for breach of representations and warranties must be given within the survival period for such representations and warranties set forth in Section 9.1, and any indemnity claim for breaches of representations and warranties which has not been noticed in writing by such date shall be time-barred, irrespective of whether such claim was known or unknown by such date to the party seeking indemnificationIndemnifying Party. Each Such notice shall specify all facts known to Indemnitee the Indemnified Party giving rise to such indemnity rights and shall estimate the amount of the liability arising therefrom. If Indemnitee is duly notified The right of a disputethe Indemnified Party to indemnification as set forth in such notice shall be deemed agreed to by the Indemnifying Party unless, within twenty (20) days after the mailing of such notice (or, if practicable, within such shorter period as may be necessary for the Indemnified Party to take appropriate action to respond to such claim), the parties Indemnifying Party shall notify the Indemnified Party in writing that it disputes the right of the Indemnified Party to indemnification, or that the Indemnifying Party elects to defend such claim in the manner provided in Section 6.3(b). If the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party disputes its obligation to indemnify the Indemnified Party, the Indemnifying Party and the Indemnified Party shall attempt to settle and compromise the samesuch dispute, or if unable to do so within thirty (30) days (or such longer period as they may agree) of Indemnitor’s the Indemnifying Party's delivery of notice of a disputedispute (or, either party if practicable, within such shorter period as may seek judicial resolution of be necessary for the dispute. Any rights of indemnification established Indemnified Party to take appropriate action to respond to such claim), such dispute shall be settled by reason of such settlement, compromise or binding arbitration shall promptly thereafter be paid and satisfied by Indemnitorin accordance with Section 11.9.

Claims for Indemnity. Whenever a (a) A claim for Damages indemnity shall arise be made by the claiming party at any time prior to the applicable Claim Limitation Anniversary by the giving of written notice thereof to the other party. Such written notice shall set forth in reasonable detail the basis upon which such claim for indemnity is made. In the event that any bona fide claim is made within such period, the indemnity relating to such claim shall survive until such claim is resolved. No claim for indemnity may be made at any time at or after the 18-month anniversary of the Effective Time (excluding claims for indemnity with respect to (i) the representations and warranties contained in Section 6.3 of Schedule 6.0, which may be made for a period of five (5) years after the Effective Time, (ii) the representations and warranties contained in Section 6.14 of Schedule 6.0, which may be made at any time up to the date ending thirty (30) days after the applicable statutes of limitations with respect thereto and (iii) Excluded Liabilities, which may be made at any time after the Effective Time, and (iv) clause (e) of Section 5.1, which may be made at any time prior to the expiration of the applicable statutes of limitations) and no indemnity shall be available therefor in accordance with the provisions of this Article V. The applicable claim limitation period, as provided in the preceding sentence, is hereby referred to as the "Claim Limitation Anniversary." (b) If any Person or entity not a party to this Agreement, including any Governmental Authority, shall make any demand or claim or file or make or threaten to file or make any lawsuit or other action or investigation, which demand, claim, lawsuit, action or investigation may result in any Loss to a party hereto of the kind for which one such party (“Indemnitee”) shall be is entitled to indemnification hereunderpursuant to Section 5.1 or Section 5.2 hereof (other than an indemnification claim under clause (e) of Section 5.1), Indemnitee such indemnified party shall notify the other party(s) (“Indemnitor”) in writing indemnifying party of such demand, claim or lawsuit within thirty (30) days of the first receipt of notice Business Days of such demand, claim, and in filing, making or threat; provided, however, that any event within such shorter period as may be necessary for Indemnitor failure by the indemnified party to take appropriate action to resist such claim; provided that so notify the failure to give notice as herein provided indemnifying party shall not relieve Indemnitor of the indemnifying party from its obligation to indemnify Indemnitee obligations hereunder, except to the extent that Indemnitor shall have been the indemnified party is actually prejudiced in its ability to defend such claim. Notwithstanding anything in this Agreement to the contrary, written notice of any Indemnitee’s claim for indemnification for breach of representations and warranties must be given within the survival period for such representations and warranties set forth in Section 9.1, and any indemnity claim for breaches of representations and warranties which has not been noticed in writing by such date shall be time-barred, irrespective of whether failure to give such claim was known or unknown by such date to the party seeking indemnificationnotice. Each notice shall specify all facts known to Indemnitee giving rise to such indemnity rights and shall estimate the amount of the liability arising therefrom. If Indemnitee is duly notified of a dispute, the parties shall attempt to settle and compromise the same, or if unable to do so within thirty (30) days (or such longer period as they may agree) of Indemnitor’s delivery Following receipt of notice of a disputedemand, either claim, lawsuit, action or investigation, the indemnifying party (or its designee) shall have the option, at its cost and expense, to assume the defense of such matter and to retain counsel (not reasonably objected to by the indemnified party) to defend any such demand, claim or lawsuit, and the indemnifying party shall not be liable to the indemnified party for any fees of other counsel or any other expenses (except as expressly provided to the contrary herein) with respect to the defense of such matter, other than reasonable fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party (or its designee) has not assumed the defense thereof. In effecting the settlement of any such matter, the indemnifying party (or its designee), or the indemnified party, as the case may seek judicial resolution be, shall act in good faith, shall consult with the other party and shall enter into only such settlement as the other party shall consent, such consent not to be unreasonably withheld or delayed. An indemnifying party (or its designee) shall not be liable for any settlement not made in accordance with the preceding sentence. Purchaser shall cooperate fully with Seller in connection with the defense by Seller of any such matter, and Purchaser shall provide Seller with access to the properties, books and records and personnel of the dispute. Any rights of indemnification established by reason Banking Operations as Seller may deem appropriate in connection with the defense of such settlementmatter. (c) If any Person or entity not a party to this Agreement, compromise including any Governmental Authority, shall make any demand or arbitration claim or file or make or threaten to file or make any lawsuit, action or investigation, which demand, claim, lawsuit, action or investigation may result in any Loss to Purchaser of the kind for which Purchaser is entitled to indemnification pursuant to clause (e) of Section 5.1 hereof, Purchaser shall promptly thereafter immediately notify Seller of such demand, claim, lawsuit, action or investigation. Following receipt of notice of any such demand, claim, lawsuit, action or investigation, Seller (or its designee) shall have the option, at its cost and expense, to assume the defense of such matter and to retain counsel (not reasonably objected to by Purchaser) to defend any such matter, and Seller shall not be paid liable to Purchaser for any fees of other counsel or any other expenses with respect to the defense of such matter, other than reasonable fees and satisfied expenses of counsel employed by IndemnitorPurchaser for any period during which Seller (or its designee) has not assumed the defense thereof and reasonable fees and expenses of counsel employed by Purchaser in the defense of indemnifiable matters where the Seller unsuccessfully asserts that Purchaser and not Seller is the responsible party in Seller's defense of such matter. Seller shall have complete control over all matters relating to the defense of such matter, including the right to develop such environmental remediation plan, if any, as Seller may determine is appropriate to address such matter. Purchaser shall cooperate fully with Seller in connection with the defense by Seller of any such matter, and Purchaser shall provide Seller with access to the properties, books and records and personnel of the Banking Operations as Seller may deem appropriate in connection with the defense of such matter. Purchaser shall provide to Seller prompt written notice and copies of any communications received by or to be sent to any consultants, agents or Governmental Authorities in connection with any matters that could result in a claim by Purchaser against Seller under Section 5.1(e). In addition, on and after the date of this Agreement and for such period of time as Seller may determine is reasonably necessary after the Closing Date, Seller shall have the right to conduct, at Seller's cost, any environmental assessments (including Phase II assessments) as Seller may determine to conduct with respect to the Banking Operations or the Real Property. Purchaser shall provide Seller and Seller's representatives with full access to the Banking Operations and the Real Property in order to permit the conduct of such environmental assessments, and Purchaser shall otherwise cooperate in good faith with Seller regarding such environmental assessments and shall use its reasonable best efforts to facilitate such environmental assessments.

Claims for Indemnity. Whenever a claim for Damages shall arise for which one party (“"Indemnitee”") shall be entitled to indemnification hereunder, Indemnitee shall notify the other party(s) party (“"Indemnitor”") in writing within thirty (30) 30 days of the first receipt of notice of such claim, and in any event within such shorter period as may be necessary for Indemnitor to take appropriate action to resist such claim; provided that the failure to give notice as herein provided shall not relieve Indemnitor of its obligation to indemnify Indemnitee except to the extent that Indemnitor shall have been prejudiced in its ability to defend such claim. Notwithstanding anything in this Agreement to the contrary, written notice of any Indemnitee’s claim for indemnification for breach of representations and warranties must be given within the survival period for such representations and warranties set forth in Section 9.1, and any indemnity claim for breaches of representations and warranties which has not been noticed in writing by such date shall be time-barred, irrespective of whether such claim was known or unknown by such date to the party seeking indemnification. Each Such notice shall specify all facts known to Indemnitee giving rise to such indemnity rights and shall estimate the amount of the liability arising therefrom. The right of Indemnitee to indemnification and the estimated amount thereof, as set forth in this notice, shall be deemed agreed to by Indemnitor unless, within 30 days after the mailing of such notice, Indemnitor shall notify Indemnitee in writing that it disputes the right of Indemnitee to indemnification, or that Indemnitor elects to defend such claim in the manner provided in Section 5.03(d) below. If Indemnitee is shall be duly notified of a such dispute, the parties shall attempt to settle and compromise the same, or if unable to do so within thirty (30) 20 days (or such longer period as they may agree) of Indemnitor’s 's delivery of notice of a dispute, either party may seek judicial resolution such dispute shall be settled by binding arbitration before a single arbitrator in the City and County of Denver, State of Colorado, in proceedings conducted by the dispute. Any American Arbitration Association and pursuant to such organization's rules for commercial disputes, and any rights of indemnification established by reason of such settlement, compromise or arbitration shall promptly thereafter be paid and satisfied by Indemnitor.

Claims for Indemnity. (a) Whenever a claim for Damages shall arise for which one party (“"Indemnitee”") shall be entitled to indemnification hereunder, Indemnitee shall notify the other party(s) party (“"Indemnitor”") in writing within thirty (30) days of the first receipt of notice of such claim, and in any event within such shorter period as may be necessary for Indemnitor to take appropriate action to resist such claim; provided that the failure to give notice as herein provided shall not relieve Indemnitor of its obligation to indemnify Indemnitee except to the extent that Indemnitor shall have been materially prejudiced in its ability to defend such claim. Notwithstanding anything in this Agreement to the contrary, written notice of any Indemnitee’s claim for indemnification for breach of representations and warranties must be given within the survival period for such representations and warranties set forth in Section 9.1, and any indemnity claim for breaches of representations and warranties which has not been noticed in writing by such date shall be time-barred, irrespective of whether such claim was known or unknown by such date to the party seeking indemnification. Each Such notice shall specify all facts known to Indemnitee giving rise to such indemnity rights and shall estimate the amount of the liability arising therefrom. The right of Indemnitee to indemnification and the estimated amount thereof, as set forth in this notice, shall be deemed agreed to by Indemnitor unless, within thirty (30) days after the mailing of such notice, Indemnitor shall notify Indemnitee in writing that it disputes the right of Indemnitee to indemnification, or that Indemnitor elects to defend such claim in the manner provided in Section 10.3(b). If Indemnitee is shall be duly notified of a such dispute, the parties shall attempt to settle and compromise the same, or if unable to do so within thirty twenty (3020) days (or such longer period as they may agree) of Indemnitor’s 's delivery of notice of a dispute, either party may seek judicial resolution of the dispute. Any such dispute shall be settled by binding arbitration as provided in Section 11.4, and any rights of indemnification established by reason of such settlement, compromise or arbitration shall promptly thereafter be paid and satisfied by Indemnitor.

Claims for Indemnity. Whenever (a) Except as otherwise provided in Section 4.1(b), a claim for Damages indemnity under Sections 4.1 or 4.2 of this Agreement relating to a breach of any representation or warranty may be made by the claiming party at any time prior to two (2) years after the Effective Time by the giving of written notice thereof to the other party; provided that, with respect to claims arising from a breach of representation or warranty made in Section 2.8, the notice of claim for indemnification pursuant to Section 2.8 shall arise be given prior to the expiration of the applicable statute of limitations (as extended) for the assertion of the claims for Taxes by the relevant Tax authority. In the event that any such claim is made within the prescribed period, the indemnity relating to such claim shall survive until such claim is resolved. Any such claim relating to a breach of any representation or warranty not made within such period shall cease and no indemnity shall be made therefore. (b) Promptly after receipt by either party of notice of the assertion of any claim or the commencement of any action, suit or proceeding with respect to which one a claim for indemnification will be made under this Agreement, such party (“Indemnitee”the "Indemnified Party") shall give written notice thereof to the other ------------------ party (the "Indemnitor") and will thereafter keep the Indemnitor reasonably ---------- informed with respect thereto, provided that failure of the Indemnified Party to give the Indemnitor prompt notice as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent, if any, it shall have been materially prejudiced thereby. In case any such action, suit or proceeding is brought against an Indemnified Party, the Indemnitor shall be entitled to indemnification hereunderparticipate in (and, Indemnitee in its discretion, to assume) the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, -------- however, that the Indemnified Party shall notify be entitled to participate in any such ------- action, suit or proceeding with counsel of its own choice at the other party(sexpense of the Indemnitor if, in the good faith judgment of the Indemnified Party's counsel, representation by the Indemnitor's counsel may present a conflict of interest or that there may be defenses available to the Indemnified Party which are different from or in addition to those available to the Indemnitor. The Indemnitor will not settle any claim, action, suit or proceeding which would give rise to the Indemnitor's liability under its indemnity unless (x) (“Indemnitor”) the Indemnified Party consents in writing within thirty to such settlement or (30y) days of the first receipt of notice of such claim, action, suit or proceeding consists solely of a demand for monetary damages and such settlement includes as an unconditional term thereof the giving by the claimant or plaintiff of a release of the Indemnified Party, in any event within such shorter period as may be necessary for Indemnitor form and substance reasonably satisfactory to take appropriate action the Indemnified Party, from all liability with respect to resist such claim; , action, suit or proceeding. If the Indemnitor assumes the defense of any claim, action, suit or proceeding as provided in this Section 4.3, the Indemnified Party shall be permitted to join in the defense thereof with counsel of its own selection and at its own expense. If the Indemnitor shall not assume the defense of any claim, action, suit or proceeding, the Indemnified Party may defend against such claim, action, suit or proceeding in such manner as it may deem appropriate, provided that the failure to give notice as herein provided an Indemnified Party shall not relieve Indemnitor of its obligation to indemnify Indemnitee except settle any claim, action, suit or proceeding which would give rise to the extent that Indemnitor shall have been prejudiced in Indemnitor's liability under its ability to defend such claim. Notwithstanding anything in this Agreement to indemnity without the contrary, prior written notice of any Indemnitee’s claim for indemnification for breach of representations and warranties must be given within the survival period for such representations and warranties set forth in Section 9.1, and any indemnity claim for breaches of representations and warranties which has not been noticed in writing by such date shall be time-barred, irrespective of whether such claim was known or unknown by such date to the party seeking indemnification. Each notice shall specify all facts known to Indemnitee giving rise to such indemnity rights and shall estimate the amount consent of the liability arising therefrom. If Indemnitee is duly notified of a disputeIndemnitor which consent shall not be unnecessarily withheld, the parties shall attempt to settle and compromise the same, conditioned or if unable to do so within thirty (30) days (or such longer period as they may agree) of Indemnitor’s delivery of notice of a dispute, either party may seek judicial resolution of the dispute. Any rights of indemnification established by reason of such settlement, compromise or arbitration shall promptly thereafter be paid and satisfied by Indemnitordelayed.

Claims for Indemnity. Whenever a claim for Damages The indemnified party shall arise for which one party (“Indemnitee”) shall be entitled endeavor to indemnification hereunder, Indemnitee shall notify the other party(s) (“Indemnitor”) indemnifying party in writing within thirty (30) business days of the indemnified party’s first receipt of notice of of, or the indemnified party’s obtaining actual knowledge of, such claim, and in any event within such shorter period as may be necessary for Indemnitor the indemnifying party or parties to take appropriate action to resist such claim; provided provided, however, that the failure to give notice notify or delay in notifying the Shareholder Representative or Buyer, as herein provided shall the case may be, will not relieve Indemnitor the indemnifying party of its obligation obligations pursuant to indemnify Indemnitee Section 9.1(a) or (b), except to the extent that Indemnitor shall have been prejudiced in its ability to defend such claim. Notwithstanding anything in this Agreement to the contrary, written notice of any Indemnitee’s claim for indemnification for breach of representations and warranties must be given within the survival period for such representations and warranties set forth in Section 9.1, and any indemnity claim for breaches of representations and warranties which has not been noticed in writing by such date shall be time-barred, irrespective of whether such claim was known or unknown by such date to the party seeking indemnificationis materially prejudiced as a result thereof. Each Such notice shall specify all facts known to Indemnitee the indemnified party giving rise to such indemnity rights and shall estimate (to the extent reasonably possible) the amount of the potential liability arising therefrom. If Indemnitee is the indemnifying party shall be duly notified of a such dispute, the parties shall attempt to settle and compromise the samesame or may submit the same to arbitration in accordance with Section 15.3 below or, or if unable or unwilling to do so within thirty (30) days (or such longer period as they may agree) of Indemnitor’s delivery of notice of a dispute, either party may seek judicial resolution any of the dispute. Any foregoing, such dispute shall be settled by appropriate litigation, and any rights of indemnification established by reason of such settlement, compromise compromise, arbitration or arbitration litigation shall promptly thereafter be paid and satisfied by Indemnitorthose indemnifying parties obligated to make indemnification hereunder. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Claims for Indemnity. Whenever a claim for Damages shall -------------------- arise for which one party (“"Indemnitee”") shall be entitled to indemnification ---------- hereunder, Indemnitee shall notify the other party(s) party hereto (“"Indemnitor”") in ---------- writing within thirty (30) 30 days of the first receipt of notice of such claim, and in any event within such shorter period as may be necessary for Indemnitor to take appropriate action to resist such claim; provided that the failure to give notice as herein provided shall not relieve Indemnitor of its obligation to indemnify Indemnitee except to the extent that Indemnitor shall have been prejudiced in its ability to defend such claim. Notwithstanding anything in this Agreement to the contrary, written notice of any Indemnitee’s claim for indemnification for breach of representations and warranties must be given within the survival period for such representations and warranties set forth in Section 9.1, and any indemnity claim for breaches of representations and warranties which has not been noticed in writing by such date shall be time-barred, irrespective of whether such claim was known or unknown by such date to the party seeking indemnification. Each Such notice shall specify all facts known to Indemnitee giving rise to such indemnity rights and rights. The right of Indemnitee to indemnification, as set forth in this notice, shall estimate be deemed agreed to by Indemnitor unless, within 30 days after the amount mailing of such notice, Indemnitor shall notify Indemnitee in writing that it disputes the liability arising therefromright of Indemnitee to indemnification. If Indemnitee is shall be duly notified of a such dispute, the parties shall attempt to settle and compromise the same, or if unable to do so within thirty (30) 20 days (or such longer period as they may agree) of Indemnitor’s 's delivery of notice of a dispute, either party may seek judicial resolution of such dispute shall be settled by binding arbitration before a single arbitrator, in proceedings conducted by the dispute. Any AAA and pursuant to such organization's rules for commercial disputes, and any rights of indemnification established by reason of such settlement, compromise or arbitration shall promptly thereafter be paid and satisfied by Indemnitor. Unless otherwise agreed by the parties, arbitration will be held in Los Angeles, California.

Claims for Indemnity. Whenever a (a) A claim for Damages indemnity under Sections 3.1 or 3.2 of this Agreement shall arise be made by the claiming party prior to the expiration of 12 months after the Effective Time by the giving of notice thereof to the other party. Such notice shall set forth in reasonable detail the basis upon which such claim for which one indemnity is made. In the event that any such claim is made within such prescribed 12 month period, the indemnity relating to such claim shall survive until such claim is resolved. Claims not made within such 12 month period shall cease and no indemnity shall be made therefor. (b) A party seeking indemnification pursuant to this Section 3.3 (“Indemnitee”an "indemnified party") shall be entitled give prompt notice to the party from whom such indemnification hereunder, Indemnitee shall notify is sought (the other party(s"indemnifying party") (“Indemnitor”) in writing within thirty (30) days of the assertion of any claim, or the commencement of any action or proceeding, in respect of which indemnity may be sought hereunder; provided, however, in no event shall an original claim for indemnification under this Agreement be given later than the first receipt anniversary of notice the Closing Date. The indemnified party shall assist the indemnifying party in the defense of any such action or proceeding. The indemnifying party shall have the right to, and shall at the request of the indemnified party, assume the defense of any such action or proceeding at its own expense. In any such action or proceeding, the indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at its own expense unless: (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel; or (ii) the named parties to any such suit, action or proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and, in the reasonable judgment of the indemnified party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. (c) An indemnifying party shall not be liable under this Section 3.3 for any settlement effected without its consent of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder. The indemnifying party may settle any claim without the consent of the indemnified party, but only if the sole relief awarded is monetary damages that are paid in full by the indemnifying party, and includes as an unconditional term thereof the giving by the claimant or plaintiff of a release of the indemnified party, in form and substance satisfactory to the indemnified party and its counsel, from all liability with respect to such claim, and action suit or proceeding. An indemnified party shall, subject to its reasonable business needs, use reasonable efforts to minimize the indemnification sought from the indemnifying party hereunder. Notwithstanding the foregoing, no investigation by an indemnified party at or prior to the Closing shall relieve an indemnifying party of any liability hereunder, unless the indemnified party seeks indemnity in any event within such shorter period respect of a representation or warranty which it actually had reason to believe to be incorrect as may be necessary for Indemnitor to take appropriate action to resist such claim; provided that the failure to give notice as herein provided shall not relieve Indemnitor a result of its obligation to indemnify Indemnitee except investigation prior to the extent that Indemnitor Closing and the indemnified party intentionally failed to bring such belief to the attention of the indemnifying party prior to the Closing. (d) After the Closing, Section 3.3 shall have been prejudiced in its ability to defend such claim. Notwithstanding anything in provide the exclusive remedy for any misrepresentation, breach of warranty, covenant or other agreement or other claim arising out of this Agreement to or the contrary, written notice of any Indemnitee’s claim for indemnification for breach of representations and warranties must be given within the survival period for such representations and warranties set forth in Section 9.1, and any indemnity claim for breaches of representations and warranties which has not been noticed in writing by such date shall be time-barred, irrespective of whether such claim was known or unknown by such date to the party seeking indemnification. Each notice shall specify all facts known to Indemnitee giving rise to such indemnity rights and shall estimate the amount of the liability arising therefrom. If Indemnitee is duly notified of a dispute, the parties shall attempt to settle and compromise the same, or if unable to do so within thirty (30) days (or such longer period as they may agree) of Indemnitor’s delivery of notice of a dispute, either party may seek judicial resolution of the dispute. Any rights of indemnification established by reason of such settlement, compromise or arbitration shall promptly thereafter be paid and satisfied by Indemnitortransactions contemplated hereby.

Claims for Indemnity. Whenever a claim for Damages shall arise for which one party (“"Indemnitee”") shall be entitled to indemnification hereunder, Indemnitee shall notify the other party(s) party (“"Indemnitor”") in writing within thirty (30) days of the first receipt of notice of such claim, and in any event within such shorter period as may be necessary for Indemnitor to take appropriate action to resist such claim; provided that the failure to give notice as herein provided shall not relieve Indemnitor of its obligation to indemnify Indemnitee except to the extent that Indemnitor shall have been prejudiced in its ability to defend such claim. Notwithstanding anything in this Agreement to the contrary, written notice of any Indemnitee’s claim for indemnification for breach of representations and warranties must be given within the survival period for such representations and warranties set forth in Section 9.1, and any indemnity claim for breaches of representations and warranties which has not been noticed in writing by such date shall be time-barred, irrespective of whether such claim was known or unknown by such date to the party seeking indemnification. Each Such notice shall specify all facts known to Indemnitee giving rise to such indemnity rights and shall estimate the amount of the liability arising therefrom. If Indemnitee is duly notified of a such dispute, the parties shall attempt to settle and compromise the same, or if unable to do so within thirty (30) days (or such longer period as they may agree) of Indemnitor’s 's delivery of notice of a dispute, either party may seek judicial resolution of such dispute shall be settled by binding arbitration in the disputemanner set forth in Section 13.4. Any rights of indemnification established by reason of such settlement, compromise or arbitration shall promptly thereafter be paid and satisfied by Indemnitor.

Claims for Indemnity. Whenever a claim for Damages shall arise -------------------- for which one party (“"Indemnitee”") shall be entitled to indemnification ---------- hereunder, Indemnitee shall notify the other party(s) party (“"Indemnitor”") in writing ---------- within thirty (30) 30 days of the first receipt of notice of such claim, and in any event within such shorter period as may be necessary for Indemnitor to take appropriate action to resist such claim; provided that the failure to give notice as herein provided shall not relieve Indemnitor of its obligation to indemnify Indemnitee except to the extent that Indemnitor shall have been prejudiced in its ability to defend such claim. Notwithstanding anything in this Agreement to the contrary, written notice of any Indemnitee’s claim for indemnification for breach of representations and warranties must be given within the survival period for such representations and warranties set forth in Section 9.1, and any indemnity claim for breaches of representations and warranties which has not been noticed in writing by such date shall be time-barred, irrespective of whether such claim was known or unknown by such date to the party seeking indemnification. Each Such notice shall specify all facts known to Indemnitee giving rise to such indemnity rights and shall estimate the amount of the liability arising therefrom. The right of Indemnitee to indemnification and the estimated amount thereof, as set forth in this notice, shall be deemed agreed to by Indemnitor unless, within 30 days after the mailing of such notice, Indemnitor shall notify Indemnitee in writing that it disputes the right of Indemnitee to indemnification, or that Indemnitor elects to defend such claim in the manner provided in Section 12.3(d), below. If Indemnitee is shall be duly notified of a such dispute, the parties shall attempt to settle and compromise the same, or if unable to do so within thirty (30) 20 days (or such longer period as they may agree) of Indemnitor’s 's delivery of notice of a dispute, either party may seek judicial resolution such dispute shall be settled by binding arbitration before a single arbitrator in the County of Dallas, State of Texas, in proceedings conducted by the dispute. Any American Arbitration Association and pursuant to such organization's rules for commercial disputes, and any rights of indemnification established by reason of such settlement, compromise or arbitration shall promptly thereafter be paid and satisfied by Indemnitor.