Common use of Conditions of Indemnification for Third Party Claims Clause in Contracts

Conditions of Indemnification for Third Party Claims. The obligations and liabilities of the parties under this Article 6 shall be subject to the following conditions: (1) The party entitled to be indemnified hereunder (the “Indemnified Party”) shall give the party obligated to provide the indemnity (the “Indemnifying Party”) prompt notice of any Third Party Claim (the “Claim Notice”). If the Indemnifying Party promptly acknowledges in writing its obligation to indemnify in accordance with the terms and subject to the limitations of such party's obligation to indemnify contained in this Agreement with respect to that claim, the Indemnifying Party shall have a reasonable time to assume the defense of the Third Party Claim at its expense and with counsel of its choosing, which counsel shall be reasonably satisfactory to the Indemnified Party. Any Claim Notice shall identify, to the extent known to the Indemnified Party, the basis for the Third Party Claim, the facts giving rise to the Third Party Claim, and the estimated amount of the Third Party Claim (which estimate shall not be conclusive of the final amount of such claim or demand). The Indemnified Party shall make available to the Indemnifying Party copies of all relevant documents and records in its possession. (2) If the Indemnifying Party, within a reasonable time after receipt of such Claim Notice, fails to assume the defense of any Third Party Claim in accordance with Section 6.01(b)(1), the Indemnified Party shall (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of the Third Party Claim, at the expense and for the account and risk of the Indemnifying Party. (3) Anything in this Section 6.01 to the contrary notwithstanding, (i) the Indemnifying Party shall not without the written consent of the Indemnified Party, settle or compromise any Third Party Claim or consent to the entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of an unconditional release from all liability in respect of the Third Party Claim; (ii) if such Third Party Claim involves an issue or matter which the Indemnified Party believes will have a materially adverse effect on the Indemnified Party's business, operations, assets, properties or prospects of its business, the Indemnified Party shall have the right to control the defense or settlement of any such claim or demand, at the expense of the Indemnified Party without contribution from the Indemnifying Party; and (iii) the Indemnified Party shall have the right to employ its own counsel to defend any claim at the expense of the Indemnify Party if (x) the employment of such counsel by the Indemnified Party has been authorized by the Indemnifying Party, or (y) counsel selected by the Indemnifying Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such action or (z) the Indemnifying Party shall not have employed counsel to assume the defense of such claim in accordance with Section 6.01(b). (4) Nothing herein shall be deemed to prevent any Indemnified Party from making a claim hereunder for potential or contingent claims or demands, provided that (i) the Claim Notice sets forth (A) the specific basis for any such potential or contingent claim or demand and (B) the estimated amount thereof (to the extent then feasible) and (ii) the Indemnified Party has reasonable grounds to believe that such a claim or demand will be made. (5) Notwithstanding any other provision of this Agreement, a party’s right to indemnification shall not arise until the aggregate claims (exclusive of attorney fees) exceed Twenty Five Thousand Dollars ($25,000). (6) This Article VI shall survive the consummation of this Agreement and the transactions contemplated herein; PROVIDED HOWEVER that no claim for indemnification may be made after the one (1) year anniversary of the Closing of this transaction.

Conditions of Indemnification for Third Party Claims. The obligations and liabilities of the parties under this Article 6 Agreement with respect to, relating to, caused (in whole or in part) by or arising out of claims of third parties (individually, a "Third Party Claim" and collectively "Third Party Claims") including, without limitation, any Federal, state or local taxing authorities, shall be subject to the following terms and conditions: (1a) The party entitled to be indemnified hereunder (the “"Indemnified Party”") shall give the party obligated to provide the indemnity (the “"Indemnifying Party”") prompt notice of any Third Party Claim (the “Claim Notice”). If Claim, and, provided that the Indemnifying Party promptly acknowledges in writing its obligation to indemnify in accordance with the terms and subject to the limitations of on such party's obligation to indemnify contained in this Agreement with respect to that claim (or part of that claim), the Indemnifying Party shall have a reasonable time the right to assume approve (such approval not to be unreasonably withheld) the representatives to undertake the defense of the that claim. Any such notice of a Third Party Claim at its expense and shall identify with counsel of its choosing, which counsel shall be reasonably satisfactory to the Indemnified Party. Any Claim Notice shall identify, to the extent known to the Indemnified Party, reasonable specificity the basis for the Third Party Claim, the facts giving rise to the Third Party Claim, and the estimated amount of the Third Party Claim (which or, if such amount is not yet known, a reasonable estimate shall not be conclusive of the final amount of such claim or demandthe Third Party Claim (if determinable)). The Indemnified Party shall make available to the Indemnifying Party copies of all relevant documents and records in its possession. In addition, no settlement or compromise of such Third Party Claim shall be made with the prior written consent of the Indemnifying Party. (2b) If the Indemnifying Party, within a reasonable time ten (10) business days after receipt receiving notice of any such Claim NoticeThird Party Claim, fails to assume the defense of any Third Party Claim acknowledge in writing its obligation to indemnify in accordance with Section 6.01(b)(1)9.3(a) hereof, the Indemnified Party shall (upon further notice to the Indemnifying PartyParty and subject to Section 9.3(c) hereof) have the right to undertake the defensedefend, compromise or settlement of settle the Third Party Claim, at the expense and for the account and risk of Claim without obtaining any consents from the Indemnifying Party. (3c) Anything in this Section 6.01 9.3 to the contrary notwithstanding, (i) the Indemnifying Party shall not not, without the written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld), settle or compromise any Third Party Claim or consent to the entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of an unconditional release from all liability in respect of the Third Party Claim; and (ii) if such Third Party Claim involves an issue or matter which there is a reasonable probability that a claim may materially and adversely affect the Indemnified Party believes will have other than as a materially adverse effect on the Indemnified Party's business, operations, assets, properties result of money damages or prospects of its businessother money payments, the Indemnified Party shall have the right to control the defense or settlement of any such claim or demandright, at the expense of the Indemnified Party without contribution from the Indemnifying Party; and (iii) the Indemnified Party shall have the right to employ its own counsel cost and expense, to defend any claim at the expense of the Indemnify Party if (x) the employment of such counsel by the Indemnified Party has been authorized by the Indemnifying Party, or (y) counsel selected by the Indemnifying Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party participate in the conduct of the defense of such action or (z) the Indemnifying Third Party shall not have employed counsel to assume the defense of such claim in accordance with Section 6.01(b)Claim. (4) Nothing herein shall be deemed to prevent any Indemnified Party from making a claim hereunder for potential or contingent claims or demands, provided that (i) the Claim Notice sets forth (A) the specific basis for any such potential or contingent claim or demand and (B) the estimated amount thereof (to the extent then feasible) and (ii) the Indemnified Party has reasonable grounds to believe that such a claim or demand will be made. (5) Notwithstanding any other provision of this Agreement, a party’s right to indemnification shall not arise until the aggregate claims (exclusive of attorney fees) exceed Twenty Five Thousand Dollars ($25,000). (6) This Article VI shall survive the consummation of this Agreement and the transactions contemplated herein; PROVIDED HOWEVER that no claim for indemnification may be made after the one (1) year anniversary of the Closing of this transaction.

Conditions of Indemnification for Third Party Claims. The obligations and liabilities of Seller and the parties under Shareholders, and of Buyer and Parent, hereunder with respect to their respective indemnities pursuant to this Article 6 12 resulting from any Claim by third parties, shall be subject to the following terms and conditions: (1a) The party entitled to be indemnified hereunder seeking indemnification (the “"Indemnified Party”") shall must give the other party obligated to provide or parties, as the indemnity case may be (the “"Indemnifying Party”) prompt "), notice of any Third such Claim promptly after the Indemnified Party Claim receives notice thereof; provided, however, that any failure to give such notice will not be deemed a waiver of any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are actually and materially prejudiced by such failure. (b) The Indemnifying Party shall have the “Claim Notice”right to undertake (and with respect to the matters described in Schedule 3.03, shall undertake to the extent requested by Buyer). , by counsel or other representatives of its own choosing, the defense of such Claim. (c) If the Indemnifying Party promptly acknowledges in writing its obligation shall elect not to indemnify in accordance with the terms and subject to the limitations of undertake such party's obligation to indemnify contained in this Agreement defense (except with respect to that claimthe matters described in Schedule 3.03), the Indemnifying Party shall have a reasonable time to assume the defense of the Third Party Claim at its expense and with counsel of its choosing, which counsel shall be reasonably satisfactory to the Indemnified Party. Any Claim Notice shall identify, to the extent known to the Indemnified Party, the basis for the Third Party Claim, the facts giving rise to the Third Party Claim, and the estimated amount of the Third Party Claim (which estimate shall not be conclusive of the final amount of such claim or demand). The Indemnified Party shall make available to the Indemnifying Party copies of all relevant documents and records in its possession. (2) If the Indemnifying Party, within a reasonable time after receipt notice of any such Claim Notice, fails from the Indemnified Party shall fail to assume the defense of any Third Party Claim defend in accordance with Section 6.01(b)(1)a reasonable manner, the Indemnified Party shall (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of the Third Party such Claim, at the expense by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying PartyParty (subject to the right of the Indemnifying Party to assume defense of such Claim at any time prior to settlement, compromise or final determination thereof). (3d) Anything in this Section 6.01 12.05 to the contrary notwithstanding, if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the Claim, (ii) the Indemnifying Party shall not not, without the written consent of the Indemnified Party's written consent, settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of an unconditional a release from all liability in respect of such Claim, and (iii) in the Third event that the Indemnifying Party undertakes defense of any Claim; (ii) if such Third Party Claim involves an issue or matter which the Indemnified Party believes will have a materially adverse effect on , the Indemnified Party's business, operations, assets, properties by counsel or prospects other representative of its businessown choosing and at its sole cost and expense, the Indemnified Party shall have the right to control the defense or settlement of any such claim or demand, at the expense of the Indemnified Party without contribution from the Indemnifying Party; and (iii) the Indemnified Party shall have the right to employ its own counsel to defend any claim at the expense of the Indemnify Party if (x) the employment of such counsel by the Indemnified Party has been authorized by the Indemnifying Party, or (y) counsel selected by consult with the Indemnifying Party shall have reasonably concluded that there may be a conflict of interest between and its counsel or other representatives concerning such Claim and the Indemnifying Party and the Indemnified Party in the conduct of the defense of and their respective counsel or other representatives shall cooperate with respect to such action or (z) the Indemnifying Party shall not have employed counsel to assume the defense of such claim in accordance with Section 6.01(b)Claim. (4) Nothing herein shall be deemed to prevent any Indemnified Party from making a claim hereunder for potential or contingent claims or demands, provided that (i) the Claim Notice sets forth (A) the specific basis for any such potential or contingent claim or demand and (B) the estimated amount thereof (to the extent then feasible) and (ii) the Indemnified Party has reasonable grounds to believe that such a claim or demand will be made. (5) Notwithstanding any other provision of this Agreement, a party’s right to indemnification shall not arise until the aggregate claims (exclusive of attorney fees) exceed Twenty Five Thousand Dollars ($25,000). (6) This Article VI shall survive the consummation of this Agreement and the transactions contemplated herein; PROVIDED HOWEVER that no claim for indemnification may be made after the one (1) year anniversary of the Closing of this transaction.

Conditions of Indemnification for Third Party Claims. The obligations and liabilities of the parties under this Article 6 shall be subject to the following conditions: (1) The party entitled to be indemnified hereunder (the “"Indemnified Party”") shall give the party obligated to provide the indemnity (the “"Indemnifying Party”") prompt notice of any Third Party Claim (the “Claim the"Claim Notice”"). If the Indemnifying Party promptly acknowledges in writing its obligation to indemnify in accordance with the terms and subject to the limitations of such party's obligation to indemnify contained in this Agreement with respect to that claim, the Indemnifying Party shall have a reasonable time to assume the defense of the Third Party Claim at its expense and with counsel of its choosing, which counsel shall be reasonably satisfactory to the Indemnified Party. Any Claim Notice shall identify, to the extent known to the Indemnified Party, the basis for the Third Party Claim, the facts giving rise to the Third Party Claim, and the estimated amount of the Third Party Claim (which estimate shall not be conclusive of the final amount of such claim or demand). The Indemnified Party shall make available to the Indemnifying Party copies of all relevant documents and records in its possession. (2) If the Indemnifying Party, within a reasonable time after receipt of such Claim Notice, fails to assume the defense of any Third Party Claim in accordance with Section 6.01(b)(16.0l(b)(l), the Indemnified Party shall (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of the Third Party Claim, at the expense and for the account and risk of the Indemnifying Party. (3) Anything in this Section 6.01 to the contrary notwithstanding, (i) the Indemnifying Party shall not without the written consent of the Indemnified Party, settle or compromise any Third Party Claim or consent to the entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of an unconditional release from all liability in respect of the Third Party Claim; (ii) if such Third Party Claim involves an issue or matter which the Indemnified Party believes will have a materially adverse effect on the Indemnified Party's business, operations, assets, properties or prospects of its business, the Indemnified Party shall have the right to control the defense or settlement of any such claim or demand, at the expense of the Indemnified Party without contribution from the Indemnifying Party; and (iii) the Indemnified Party shall have the right to employ its own counsel to defend any claim at the expense of the Indemnify Party if (x) the employment of such counsel by the Indemnified Party has been authorized by the Indemnifying Party, or (y) counsel selected by the Indemnifying Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such action or (z) the Indemnifying Party shall not have employed counsel to assume the defense of such claim in accordance with Section 6.01(b6.01 (b). (4) Nothing herein shall be deemed to prevent any Indemnified Party from making a claim hereunder for potential or contingent claims or demands, provided that (i) the Claim Notice sets forth (A) the specific basis for any such potential or contingent claim or demand and (B) the estimated amount thereof (to the extent then feasible) and (ii) the Indemnified Party has reasonable grounds to believe that such a claim or demand will be made. (5) Notwithstanding any other provision of this Agreement, a party’s 's right to indemnification shall not arise until the aggregate claims (exclusive of attorney fees) exceed Twenty Twenty-Five Thousand Dollars ($25,000). (6) This Article VI shall survive the consummation of this Agreement and the transactions contemplated herein; PROVIDED HOWEVER that no claim for indemnification may be made after the one (1) year anniversary of the Closing of this transaction.

Conditions of Indemnification for Third Party Claims. The obligations obligation and liabilities of the parties under this Article 6 agreement with, as a result of, or relating to, claims of third parties (individually, a "Third Party Claim" and collectively, "Third Party Claims"), shall be subject to the following terms and conditions: : (1a) The party or parties entitled to be indemnified hereunder (the “"Indemnified Party”") shall give the party or parties obligated to provide the indemnity (the “"Indemnifying Party”") prompt notice of any Third Party Claim (the “Claim Notice”). If Claim, and, provided that the Indemnifying Party promptly acknowledges in writing its obligation to indemnify in accordance with the terms and subject to the limitations of such party's obligation to indemnify contained in this Agreement with respect to that claimagreement, the Indemnifying Party shall have a reasonable time to assume may undertake the defense of the that claim by representatives chosen by it. The Indemnified Party at any time may participate in such defense at its own expense. Any such notice of a Third Party Claim at its expense and shall identify with counsel of its choosing, which counsel shall be reasonably satisfactory to the Indemnified Party. Any Claim Notice shall identifyreasonable specificity, to the extent known to the Indemnified Partyknown, the basis for the Third Party Claim, the facts giving rise to the Third Party Claim, and the estimated amount of the Third Party Claim. Failure to give prompt notice of any Third Party Claim (which estimate shall not be conclusive only relieve the Indemnifying Party of its indemnification obligation to the final amount of such claim or demand)extent that it is actually prejudiced by the delay in notice. The Indemnified Party shall make available to the Indemnifying Party copies of all relevant documents and records in its possession. (2) If . Notwithstanding the Indemnifying Partyforegoing, within a reasonable time after receipt of such Claim Notice, fails the Sellers shall not be entitled to assume undertake the defense of any Third Party Claim action if the aggregate damages sought in accordance that action and all other actions being defended by Sellers under this section 9 and all other claims asserted against Sellers under this section 9 would exceed the Indemnity Escrow Amount or the portion of the Indemnity Escrow Amount available to satisfy those actions and claims giving effect to section 9.4 unless the Sellers agree to waive any limitation on their liability for indemnifications with Section 6.01(b)(1)respect thereto and, in the case of actions referred to in the following sentence, the Indemnified Party shall Sellers agree to indemnify the Buyer for all losses, liabilities, damages and expenses relating thereto (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement including future lost profits). For purposes of the Third Party Claimpreceding sentence, at the expense and for aggregate damages sought in an action shall equal the account and risk sum of the Indemnifying Party. (3) Anything in this Section 6.01 to the contrary notwithstanding, (i) the Indemnifying Party shall not without the written consent actual money damages sought plus a reasonable estimate of the Indemnified Partyloss, settle liability, damage or compromise expense that the Buyer would incur as a result of any Third Party Claim injunctive or consent to the entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of an unconditional release from all liability in respect other non-monetary remedies sought (including for this purpose only future lost profits of the Third Party Claim; (ii) if such Third Party Claim involves an issue or matter which the Indemnified Party believes will have a materially adverse effect on the Indemnified Party's business, operations, assets, properties or prospects of its business, the Indemnified Party shall have the right to control the defense or settlement of any such claim or demand, at the expense of the Indemnified Party without contribution from the Indemnifying Party; and (iii) the Indemnified Party shall have the right to employ its own counsel to defend any claim at the expense of the Indemnify Party if (x) the employment of such counsel by the Indemnified Party has been authorized by the Indemnifying Party, or (y) counsel selected by the Indemnifying Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such action or (z) the Indemnifying Party shall not have employed counsel to assume the defense of such claim in accordance with Section 6.01(bBuyer). (4) Nothing herein shall be deemed to prevent any Indemnified Party from making a claim hereunder for potential or contingent claims or demands, provided that (i) the Claim Notice sets forth (A) the specific basis for any such potential or contingent claim or demand and (B) the estimated amount thereof (to the extent then feasible) and (ii) the Indemnified Party has reasonable grounds to believe that such a claim or demand will be made. (5) Notwithstanding any other provision of this Agreement, a party’s right to indemnification shall not arise until the aggregate claims (exclusive of attorney fees) exceed Twenty Five Thousand Dollars ($25,000). (6) This Article VI shall survive the consummation of this Agreement and the transactions contemplated herein; PROVIDED HOWEVER that no claim for indemnification may be made after the one (1) year anniversary of the Closing of this transaction.

Conditions of Indemnification for Third Party Claims. The obligations and liabilities of the parties under this Article 6 shall be subject to the following conditions: (1) The party entitled to be indemnified hereunder (the “"Indemnified Party”") shall give the party obligated to provide the indemnity (the “"Indemnifying Party”") prompt notice of any Third Party Claim (the “"Claim Notice”"). If the Indemnifying Party promptly acknowledges in writing its obligation to indemnify in accordance with the terms and subject to the limitations of such party's obligation to indemnify contained in this Agreement with respect to that claim, the Indemnifying Party shall have a reasonable time to assume the defense of the Third Party Claim at its expense and with counsel of its choosing, which counsel shall be reasonably satisfactory to the Indemnified Party. Any Claim Notice shall identify, to the extent known to the Indemnified Party, the basis for the Third Party Claim, the facts giving rise to the Third Party Claim, and the estimated amount of the Third Party Claim (which estimate shall not be conclusive of the final amount of such claim or demand). The Indemnified Party shall make available to the Indemnifying Party copies of all relevant documents and records in its possession. (2) If the Indemnifying Party, within a reasonable time after receipt of such Claim Notice, fails to assume the defense of any Third Party Claim in accordance with Section 6.01(b)(1), the Indemnified Party shall (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of the Third Party Claim, at the expense and for the account and risk of the Indemnifying Party. (3) Anything in this Section 6.01 to the contrary notwithstanding, (i) the Indemnifying Party shall not without the written consent of the Indemnified Party, settle or compromise any Third Party Claim or consent to the entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of an unconditional release from all liability in respect of the Third Party Claim; (ii) if such Third Party Claim involves an issue or matter which the Indemnified Party believes will have a materially adverse effect on the Indemnified Party's business, operations, assets, properties or prospects of its business, the Indemnified Party shall have the right to control the defense or settlement of any such claim or demand, at the expense of the Indemnified Party without contribution from the Indemnifying Party; and (iii) the Indemnified Party shall have the right to employ its own counsel to defend any claim at the expense of the Indemnify Party if (x) the employment of such counsel by the Indemnified Party has been authorized by the Indemnifying Party, or (y) counsel selected by the Indemnifying Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such action or (z) the Indemnifying Party shall not have employed counsel to assume the defense of such claim in accordance with Section 6.01(b). (4) Nothing herein shall be deemed to prevent any Indemnified Party from making a claim hereunder for potential or contingent claims or demands, provided that (i) the Claim Notice sets forth (A) the specific basis for any such potential or contingent claim or demand and (B) the estimated amount thereof (to the extent then feasible) and (ii) the Indemnified Party has reasonable grounds to believe that such a claim or demand will be made. (5) Notwithstanding any other provision of this Agreement, a party’s 's right to indemnification shall not arise until the aggregate claims (exclusive of attorney fees) exceed Twenty Five Thousand Dollars ($25,000). (6) This Article VI shall survive the consummation of this Agreement and the transactions contemplated herein; PROVIDED HOWEVER that no claim for indemnification may be made after the one (1) year anniversary of the Closing of this transaction.

Conditions of Indemnification for Third Party Claims. The obligations and liabilities of the parties under this Article 6 shall be subject to the following conditions: (1) The party entitled to be indemnified hereunder (the “Indemnified Party”) shall give the party obligated to provide the indemnity (the “Indemnifying Party”) prompt notice of any Third Party Claim (the “Claim Notice”). If the Indemnifying Party promptly acknowledges in writing its obligation to indemnify in accordance with the terms and subject to the limitations of such party's ’s obligation to indemnify contained in this Agreement with respect to that claim, the Indemnifying Party shall have a reasonable time to assume the defense of the Third Party Claim at its expense and with counsel of its choosing, which counsel shall be reasonably satisfactory to the Indemnified Party. Any Claim Notice shall identify, to the extent known to the Indemnified Party, the basis for the Third Party Claim, the facts giving rise to the Third Party Claim, and the estimated amount of the Third Party Claim (which estimate shall not be conclusive of the final amount of such claim or demand). The Indemnified Party shall make available to the Indemnifying Party copies of all relevant documents and records in its possession. (2) If the Indemnifying Party, within a reasonable time after receipt of such Claim Notice, fails to assume the defense of any Third Party Claim in accordance with Section 6.01(b)(1), the Indemnified Party shall (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of the Third Party Claim, at the expense and for the account and risk of the Indemnifying Party. (3) Anything in this Section 6.01 to the contrary notwithstanding, (i) the Indemnifying Party shall not without the written consent of the Indemnified Party, settle or compromise any Third Party Claim or consent to the entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of an unconditional release from all liability in respect of the Third Party Claim; (ii) if such Third Party Claim involves an issue or matter which the Indemnified Party believes will have a materially adverse effect on the Indemnified Party's ’s business, operations, assets, properties or prospects of its business, the Indemnified Party shall have the right to control the defense or settlement of any such claim or demand, at the expense of the Indemnified Party without contribution from the Indemnifying Party; and (iii) the Indemnified Party shall have the right to employ its own counsel to defend any claim at the expense of the Indemnify Party if (x) the employment of such counsel by the Indemnified Party has been authorized by the Indemnifying Party, or (y) counsel selected by the Indemnifying Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such action or (z) the Indemnifying Party shall not have employed counsel to assume the defense of such claim in accordance with Section 6.01(b). (4) Nothing herein shall be deemed to prevent any Indemnified Party from making a claim hereunder for potential or contingent claims or demands, provided that (i) the Claim Notice sets forth (A) the specific basis for any such potential or contingent claim or demand and (B) the estimated amount thereof (to the extent then feasible) and (ii) the Indemnified Party has reasonable grounds to believe that such a claim or demand will be made. (5) Notwithstanding any other provision of this Agreement, a party’s right to indemnification shall not arise until the aggregate claims (exclusive of attorney fees) exceed Twenty Five Thousand Dollars ($25,000). (6) This Article VI shall survive the consummation of this Agreement and the transactions contemplated herein; PROVIDED HOWEVER that no claim for indemnification may be made after the one (1) year anniversary of the Closing of this transaction.

Conditions of Indemnification for Third Party Claims. The Subject to the provisions of Section 9.4, the obligations and liabilities of Exodus and Parent, in the case of Section 9.2, with respect to Claims made by or against third parties under this Article 6 ("Third Party Claims") shall be subject to the following terms and conditions: (1a) The party entitled person to be indemnified hereunder whom such Third Party Claim relates (the “"Indemnified Party”") shall will give the party obligated required to provide the indemnity such indemnification (the “"Indemnifying Party”") prompt notice of any such Third Party Claim (the “Claim Notice”). If Claim, and the Indemnifying Party promptly acknowledges in writing its obligation will (except as otherwise contemplated by the proviso to indemnify in accordance with the terms and subject to the limitations of such party's obligation to indemnify contained in this Agreement with respect to that claim, the Indemnifying Party shall have a reasonable time to Section 9.3(b) hereof) assume the defense of the Third Party Claim at its expense and thereof with counsel of its choosing, which selected by it (such counsel shall to be reasonably satisfactory to the Indemnified Party. Any Claim Notice shall identify); provided, to the extent known to that the Indemnified Party, Party shall be entitled to participate in such action and to employ counsel at its own expense to assist in the basis for the handling of such Third Party Claim, the facts giving rise to the Third Party Claim, and the estimated amount of the Third Party Claim (which estimate shall not be conclusive of the final amount of such claim or demand). The Indemnified Party shall make available to the Indemnifying Party copies of all relevant documents and records in its possession. (2b) If the Indemnifying Party, within a reasonable time after receipt notice of any such Claim NoticeThird Party Claim, fails to assume the defense of any Third Party Claim in accordance thereof with Section 6.01(b)(1)counsel reasonably satisfactory to the Indemnified Party, the Indemnified Party shall (upon further notice to the Indemnifying Party) have the right to undertake the defensedefense or, with the consent of the Indemnifying Party (such consent not to be unreasonably withheld), to undertake a compromise or settlement of the such Third Party Claim, at the expense Claim on behalf of and for the account and risk of the Indemnifying Party. The Indemnifying Party shall not be liable for any compromise or settlement of a Third Party Claim effected without its written consent (such consent not to be unreasonably withheld so long as such compromise or settlement requires only the payment of money damages). During any period when the Indemnifying Party is contesting any such Third Party Claim in good faith, the Indemnified Party shall not pay, compromise or settle such Third Party Claim without the Indemnifying Party's consent; provided, that the Indemnified Party may nonetheless pay, compromise or settle such Third Party Claim without such consent during such period, in which event it shall, automatically and without any further action on its part, waive any right (whether or not pursuant to this Agreement) to indemnity in respect of all losses, liabilities, damages or expenses relating to such Third Party Claim. If the Indemnifying Party shall defend any such Third Party Claim until such Third Party Claim shall be adjudicated by order, decree, ruling or other action, then the Indemnified Party shall have the right, in the exercise of its exclusive discretion, to determine whether or not to appeal such adjudication. (3c) Anything in this Section 6.01 9.3 to the contrary notwithstanding, (i) the Indemnifying Party shall not not, without the written consent of the Indemnified PartyParty (which consent shall not be withheld unreasonably or delayed), settle or compromise any Third Party Claim or consent to the entry of judgment any Judgment which does not include as an unconditional term thereof the giving by the claimant or the Claimant and/or plaintiff to the Indemnified Party of an unconditional a release from all liability liabilities in respect of the such Third Party Claim; . (iid) if such Third Party Claim involves an issue or matter which the The Indemnified Party believes will have a materially adverse effect on shall, and shall cause its Affiliates to, provide the Indemnified Party's businessIndemnifying Party with such assistance (without charge) as may reasonably be requested by the Indemnifying Party in connection with any indemnification or defense provided for herein, operationsincluding, assetswithout limitation, properties or prospects providing the Indemnifying Party with such information, documents and records as shall be reasonably available and reasonable access to the services of its business, the Indemnified Party shall have the right to control the defense or settlement of any and consultations with such claim or demand, at the expense personnel of the Indemnified Party without contribution from the Indemnifying Party; and (iii) the Indemnified Party shall have the right to employ or its own counsel to defend any claim at the expense of the Indemnify Party if (x) the employment of such counsel by the Indemnified Party has been authorized by the Indemnifying Party, or (y) counsel selected by Affiliates as the Indemnifying Party shall have reasonably concluded deem necessary (provided that there may be a conflict of interest between such access shall not unreasonably interfere with the Indemnifying Party and the Indemnified Party in the conduct performance of the defense duties performed by or responsibilities of such action or (z) the Indemnifying Party shall not have employed counsel to assume the defense of such claim in accordance with Section 6.01(bpersonnel). (4) Nothing herein shall be deemed to prevent any Indemnified Party from making a claim hereunder for potential or contingent claims or demands, provided that (i) the Claim Notice sets forth (A) the specific basis for any such potential or contingent claim or demand and (B) the estimated amount thereof (to the extent then feasible) and (ii) the Indemnified Party has reasonable grounds to believe that such a claim or demand will be made. (5) Notwithstanding any other provision of this Agreement, a party’s right to indemnification shall not arise until the aggregate claims (exclusive of attorney fees) exceed Twenty Five Thousand Dollars ($25,000). (6) This Article VI shall survive the consummation of this Agreement and the transactions contemplated herein; PROVIDED HOWEVER that no claim for indemnification may be made after the one (1) year anniversary of the Closing of this transaction.

Conditions of Indemnification for Third Party Claims. The obligations and liabilities of the parties under this Article 6 shall be subject to the following conditions: (1) The party entitled to be indemnified hereunder (the “Indemnified Party”) shall give the party obligated to provide the indemnity (the “Indemnifying Party”) prompt notice of any Third Party Claim (the “Claim Notice”). If the Indemnifying Party promptly acknowledges in writing its obligation to indemnify in accordance with the terms and subject to the limitations of such party's ’s obligation to indemnify contained in this Agreement with respect to that claim, the Indemnifying Party shall have a reasonable time to assume the defense of the Third Party Claim at its expense and with counsel of its choosing, which counsel shall be reasonably satisfactory to the Indemnified Party. Any Claim Notice shall identify, to the extent known to the Indemnified Party, the basis for the Third Party Claim, the facts giving rise to the Third Party Claim, and the estimated amount of the Third Party Claim (which estimate shall not be conclusive of the final amount of such claim or demand). The Indemnified Party shall make available to the Indemnifying Party copies of all relevant documents and records in its possession. (2) If the Indemnifying Party, within a reasonable time after receipt of such Claim Notice, fails to assume the defense of any Third Party Claim in accordance with Section 6.01(b)(1), the Indemnified Party shall (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of the Third Party Claim, at the expense and for the account and risk of the Indemnifying Party. (3) Anything in this Section 6.01 to the contrary notwithstanding, (i) the Indemnifying Party shall not without the written consent of the Indemnified Party, settle or compromise any Third Party Claim or consent to the entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of an unconditional release from all liability in respect of the Third Party Claim; (ii) if such Third Party Claim involves an issue or matter which the Indemnified Party believes will have a materially adverse effect on the Indemnified Party's ’s business, operations, assets, properties or prospects of its business, the Indemnified Party shall have the right to control the defense or settlement of any such claim or demand, at the expense of the Indemnified Party without contribution from the Indemnifying Party; and (iii) the Indemnified Party shall have the right to employ its own counsel to defend any claim at the expense of the Indemnify Party if (x) the employment of such counsel by the Indemnified Party has been authorized by the Indemnifying Party, or (y) counsel selected by the Indemnifying Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such action or (z) the Indemnifying Party shall not have employed counsel to assume the defense of such claim in accordance with Section 6.01(b). (4) Nothing herein shall be deemed to prevent any Indemnified Party from making a claim hereunder for potential or contingent claims or demands, provided that (i) the Claim Notice sets forth (A) the specific basis for any such potential or contingent claim or demand and (B) the estimated amount thereof (to the extent then feasible) and (ii) the Indemnified Party has reasonable grounds to believe that such a claim or demand will be made. (5) Notwithstanding any other provision of this Agreement, a party’s right to indemnification shall not arise until the aggregate claims (exclusive of attorney fees) exceed Twenty Twenty-Five Thousand Dollars ($25,000). (6) This Article VI shall survive the consummation of this Agreement and the transactions contemplated herein; PROVIDED HOWEVER that no claim for indemnification may be made after the one (1) year anniversary of the Closing of this transaction.

Conditions of Indemnification for Third Party Claims. The obligations and liabilities of the parties under this Article 6 Section with respect to, relating to, caused (in whole or in part) by or arising out of claims of third parties (individually, a "Third Party Claim" and collectively, "Third Party Claims") shall be subject to the following conditions: (1a) The party entitled to be indemnified hereunder (the “"Indemnified Party”") shall give the party obligated to provide the indemnity (the “"Indemnifying Party”") prompt notice of any Third Party Claim (the “"Claim Notice”"), and in any event within twenty (20) days or such shorter period as may be necessary to avoid a default thereof after the Indemnified Party has actual knowledge of such Third Party Claim; provided that the failure to give such Claim Notice shall not affect the liability of the Indemnifying Party under this Agreement unless the failure materially and adversely affects the ability of the Indemnifying Party to defend the Third Party Claim. If the Indemnifying Party promptly acknowledges in writing its obligation to indemnify in accordance with the terms and subject to the limitations of such party's obligation to indemnify contained in this Agreement with respect to that claim, the Indemnifying Party shall have a reasonable time to assume the defense of the Third Party Claim at its expense and with counsel of its choosing, which counsel shall be reasonably satisfactory to the Indemnified Party. Any Claim Notice shall identify, to the extent known to the Indemnified Party, the basis for the Third Party Claim, the facts giving rise to the Third Party Claim, and the estimated amount of the Third Party Claim (which estimate shall not be conclusive of the final amount of such claim or demand). The Indemnified Party shall make available to the Indemnifying Party copies of all relevant documents and records in its possession. (2b) If the Indemnifying Party, within a reasonable time after receipt of such Claim Notice, fails to assume the defense of any Third Party Claim in accordance with Section 6.01(b)(110.3(a), the Indemnified Party shall (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of the Third Party Claim, at the expense and for the account and risk of the Indemnifying Party. (3c) Anything in this Section 6.01 10.3 to the contrary notwithstanding, (i) the Indemnifying Party shall not not, without the written consent of the Indemnified Party, settle or compromise any Third Party Claim or consent to the entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of an unconditional release from all liability in respect of the Third Party Claim; (ii) if such Third Party Claim involves an issue or matter which the Indemnified Party believes will could have a materially adverse effect on the Indemnified Party's business, operations, assets, properties or prospects of its business, the Indemnified Party shall have the right to control the defense or settlement of any such claim or demand, at and the expense reasonable costs and expenses thereof shall be included as part of the Indemnified Party without contribution from indemnification obligations of the Indemnifying PartyParty hereunder; and (iii) the Indemnified Party shall have the right to employ its own counsel to defend any claim at the Indemnifying Party's expense of the Indemnify Party if (x) the employment of such counsel by the Indemnified Party has been authorized by the Indemnifying Party, or (y) counsel selected by the Indemnifying Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such action or action. (zd) In the event that the Indemnified Party should have a claim against the Indemnifying Party hereunder which does not involve a Third Party Claim, the Indemnified Party shall promptly send a Claim Notice with respect to such claim to the Indemnifying Party. If the Indemnifying Party does not have employed counsel to assume notify the defense Indemnified Party within thirty (30) days of the Indemnifying Party's receipt of such notice that it disputes such claim, the amount of such claim in accordance with Section 6.01(b). (4) Nothing herein shall be conclusively deemed to prevent any Indemnified Party from making a claim hereunder for potential or contingent claims or demands, provided that (i) the Claim Notice sets forth (A) the specific basis for any such potential or contingent claim or demand and (B) the estimated amount thereof (to the extent then feasible) and (ii) the Indemnified Party has reasonable grounds to believe that such a claim or demand will be made. (5) Notwithstanding any other provision of this Agreement, a party’s right to indemnification shall not arise until the aggregate claims (exclusive of attorney fees) exceed Twenty Five Thousand Dollars ($25,000). (6) This Article VI shall survive the consummation of this Agreement and the transactions contemplated herein; PROVIDED HOWEVER that no claim for indemnification may be made after the one (1) year anniversary liability of the Closing of this transactionIndemnifying Party hereunder.

Conditions of Indemnification for Third Party Claims. The Subject to the provisions of Section 9.4, the obligations and liabilities of Seller, in the case of Section 9.2(a), and Buyer in the case of Section 9.2(b), with respect to Claims made by or against third parties under this Article 6 ("Third Party Claims") shall be subject to the following terms and conditions: (1a) The person to whom such Third Party Claim relates (the "Indemnified Party") will give the party entitled to be indemnified from which indemnity is sought hereunder (the “Indemnified Party”) shall give the party obligated to provide the indemnity (the “"Indemnifying Party”") prompt notice of any Third Party Claim (the “Claim Notice”). If the Indemnifying Party promptly acknowledges in writing its obligation to indemnify in accordance with the terms and subject to the limitations of such party's obligation to indemnify contained in this Agreement with respect to that claim, the Indemnifying Party shall have a reasonable time to assume the defense of the Third Party Claim at its expense and with counsel of its choosing, which counsel shall be reasonably satisfactory to the Indemnified Party. Any Claim Notice shall identify, to the extent known to the Indemnified Party, the basis for the Third Party Claim, the facts giving rise to the Third Party Claim, and the estimated amount of Indemnifying Party will (except as otherwise contemplated by the Third Party Claim proviso to Section 9.3(b) hereof) assume the defense thereof by counsel selected by it (which estimate shall not such counsel to be conclusive of reasonably satisfactory to Buyer); provided, that the final amount of such claim or demand). The Indemnified Party shall make available be entitled to participate in such action and to employ counsel at its own expense to assist in the Indemnifying handling of such Third Party copies of all relevant documents and records in its possessionClaim. (2b) If the Indemnifying Party, within a reasonable time after receipt notice of any such Claim NoticeThird Party Claim, fails to assume the defense of any Third Party Claim in accordance thereof with Section 6.01(b)(1)counsel reasonably satisfactory to the Indemnified Party, the Indemnified Party party shall (upon further notice to the Indemnifying Party) have the right to undertake the defensedefense or, with the consent of the Indemnifying Party (such consent not to be unreasonably withheld), to undertake a compromise or settlement of the such Third Party Claim, at the expense Claim on behalf of and for the account and risk of the Indemnifying Party. The Indemnifying Party shall not be liable for any compromise or settlement of a Third Party Claim effected without its written consent (such consent not to be unreasonably withheld). During any period when the Indemnifying Party is contesting any such Third Party Claim in good faith, the Indemnified Party shall not pay, compromise or settle such Third Party Claim without the Indemnifying Party's consent; provided, that the Indemnified Party may nonetheless pay, compromise or settle such Third Party Claim without such consent during such period, in which event it shall, automatically and without any further action on its part, waive any right (whether or not pursuant to this Agreement) to indemnity in respect of all losses, liabilities, damages or expenses relating to such Third Party Claim. If the Indemnifying Party shall defend any such Third Party Claim until such Third Party Claim shall be adjudicated by order, decree, ruling or other action, then the Indemnified Party shall have the right, in the exercise of its exclusive discretion, to determine whether or not to appeal such adjudication. (3c) Anything in this Section 6.01 9.3 to the contrary notwithstanding, (i) the Indemnifying Party shall not not, without the written consent of the Indemnified PartyParty (which consent shall not be withheld unreasonably or delayed), settle or compromise any Third Party Claim or consent to the entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of an unconditional release from all liability in respect of the Third Party Claim; (ii) if such Third Party Claim involves an issue or matter which the Indemnified Party believes will have a materially adverse effect on the Indemnified Party's business, operations, assets, properties or prospects of its business, the Indemnified Party shall have the right to control the defense or settlement of any such claim or demand, at the expense of the Indemnified Party without contribution from the Indemnifying Party; and (iii) the Indemnified Party shall have the right to employ its own counsel to defend any claim at the expense of the Indemnify Party if (x) the employment of such counsel by the Indemnified Party has been authorized by the Indemnifying Party, or (y) counsel selected by the Indemnifying Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such action or (z) the Indemnifying Party shall not have employed counsel to assume the defense of such claim in accordance with Section 6.01(b). (4) Nothing herein shall be deemed to prevent any Indemnified Party from making a claim hereunder for potential or contingent claims or demands, provided that (i) the Claim Notice sets forth (A) the specific basis for any such potential or contingent claim or demand and (B) the estimated amount thereof (to the extent then feasible) and (ii) the Indemnified Party has reasonable grounds to believe that such a claim or demand will be made. (5) Notwithstanding any other provision of this Agreement, a party’s right to indemnification shall not arise until the aggregate claims (exclusive of attorney fees) exceed Twenty Five Thousand Dollars ($25,000). (6) This Article VI shall survive the consummation of this Agreement and the transactions contemplated herein; PROVIDED HOWEVER that no claim for indemnification may be made after the one (1) year anniversary of the Closing of this transaction.

Conditions of Indemnification for Third Party Claims. The obligations and liabilities of the Seller, Parent and of Buyer hereunder with respect to their respective indemnities pursuant to this Section 15 resulting from any claim or other assertion of liability by third parties under this Article 6 (hereinafter called collectively, "Claims"), shall be subject to the following terms and conditions: (1a) The party entitled to be indemnified hereunder seeking indemnification (the “"Indemnified Party”") shall must give the other party obligated to provide or parties, as the indemnity case may be (the “"Indemnifying Party”) prompt "), notice of any Third such Claim promptly after the Indemnified Party Claim receives notice thereof; provided, however, that any failure to give such notice will not be deemed a waiver of any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are actually and materially prejudiced by such failure. (b) The Indemnifying Party shall have the “Claim Notice”right to undertake (and with respect to the matters described in Schedule 3.03, shall undertake to the extent requested by Buyer). , by counsel or other representatives of its own choosing, the defense of such Claim. (c) If the Indemnifying Party promptly acknowledges in writing its obligation shall elect not to indemnify in accordance with the terms and subject to the limitations of undertake such party's obligation to indemnify contained in this Agreement defense (except with respect to that claimthe matters described in Schedule 3.03), the Indemnifying Party shall have a reasonable time to assume the defense of the Third Party Claim at its expense and with counsel of its choosing, which counsel shall be reasonably satisfactory to the Indemnified Party. Any Claim Notice shall identify, to the extent known to the Indemnified Party, the basis for the Third Party Claim, the facts giving rise to the Third Party Claim, and the estimated amount of the Third Party Claim (which estimate shall not be conclusive of the final amount of such claim or demand). The Indemnified Party shall make available to the Indemnifying Party copies of all relevant documents and records in its possession. (2) If the Indemnifying Party, within a reasonable time after receipt of such Claim Notice, fails to assume the defense notice of any Third SUCH Claim from the Indemnified Party Claim in accordance with Section 6.01(b)(1)shall fail to defend, the Indemnified Party shall (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of the Third Party such Claim, at the expense by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying PartyParty (subject to the right of the Indemnifying Party to assume defense of such Claim at any time prior to settlement, compromise or final determination thereof). (3d) Anything in this Section 6.01 15.05 to the contrary notwithstanding, if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the Claim, (ii) the Indemnifying Party shall not not, without the written consent of the Indemnified Party's written consent, settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of an unconditional a release from all liability in respect of such Claim, and (iii) in the Third event that the Indemnifying Party undertakes defense of any Claim; (ii) if such Third Party Claim involves an issue or matter which the Indemnified Party believes will have a materially adverse effect on , the Indemnified Party's business, operations, assets, properties by counsel or prospects other representative of its businessown choosing and at its sole cost and expense, the Indemnified Party shall have the right to control the defense or settlement of any such claim or demand, at the expense of the Indemnified Party without contribution from the Indemnifying Party; and (iii) the Indemnified Party shall have the right to employ its own counsel to defend any claim at the expense of the Indemnify Party if (x) the employment of such counsel by the Indemnified Party has been authorized by the Indemnifying Party, or (y) counsel selected by consult with the Indemnifying Party shall have reasonably concluded that there may be a conflict of interest between and its counsel or other representatives concerning such Claim and the Indemnifying Party and the Indemnified Party in the conduct of the defense of and their respective counsel or other representatives shall cooperate with respect to such action or (z) the Indemnifying Party shall not have employed counsel to assume the defense of such claim in accordance with Section 6.01(b)Claim. (4) Nothing herein shall be deemed to prevent any Indemnified Party from making a claim hereunder for potential or contingent claims or demands, provided that (i) the Claim Notice sets forth (A) the specific basis for any such potential or contingent claim or demand and (B) the estimated amount thereof (to the extent then feasible) and (ii) the Indemnified Party has reasonable grounds to believe that such a claim or demand will be made. (5) Notwithstanding any other provision of this Agreement, a party’s right to indemnification shall not arise until the aggregate claims (exclusive of attorney fees) exceed Twenty Five Thousand Dollars ($25,000). (6) This Article VI shall survive the consummation of this Agreement and the transactions contemplated herein; PROVIDED HOWEVER that no claim for indemnification may be made after the one (1) year anniversary of the Closing of this transaction.

Conditions of Indemnification for Third Party Claims. The obligations and liabilities of the parties under this Article 6 Section with respect to, relating to, caused (in whole or in part) by or arising out of claims of third parties (individually, a "Third Party Claim" and collectively, "Third Party Claims") shall be subject to the following conditions: (1a) The party entitled to be indemnified hereunder (the “"Indemnified Party”") shall give the party obligated to provide the indemnity (the “"Indemnifying Party”") prompt notice of any Third Party Claim (the “"Claim Notice”"); provided that the failure to give such Claim Notice shall not affect the liability of the Indemnifying Party under this Agreement unless the failure materially and adversely affects the ability of the Indemnifying Party to defend the Third Party Claim. If the Indemnifying Party promptly acknowledges in writing its obligation to indemnify in accordance with the terms and subject to the limitations of such party's obligation to indemnify contained in this Agreement with respect to that claim, the Indemnifying Party shall have a reasonable time to assume the defense of the Third Party Claim at its expense and with counsel of its choosing, which counsel shall be reasonably satisfactory to the Indemnified Party. Any Claim Notice shall identify, to the extent known to the Indemnified Party, the basis for the Third Party Claim, the facts giving rise to the Third Party Claim, and the estimated amount of the Third Party Claim (which estimate shall not be conclusive of the final amount of such claim or demand). The Indemnified Party shall make available to the Indemnifying Party copies of all relevant documents and records in its possession. (2b) If the Indemnifying Party, within a reasonable time after receipt of such Claim Notice, fails to assume the defense of any Third Party Claim in accordance with Section 6.01(b)(110.3(a), the Indemnified Party shall (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of the Third Party Claim, at the expense and for the account and risk of the Indemnifying Party. (3c) Anything in this Section 6.01 10.3 to the contrary notwithstanding, (i) the Indemnifying Party shall not without the written consent of the Indemnified Party, settle or compromise any Third Party Claim or consent to the entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of an unconditional release from all liability in respect of the Third Party Claim; (ii) if such Third Party Claim involves an issue or matter which the Indemnified Party believes will could have a materially adverse effect on the Indemnified Party's business, operations, assets, properties or prospects of its business, the Indemnified Party shall have the right to control the defense or settlement of any such claim or demand, at the expense of the Indemnified Party without contribution from the Indemnifying Party; and (iii) the Indemnified Party shall have the right to employ its own counsel to defend any claim at the Indemnifying Party's expense of the Indemnify Party if (x) the employment of such counsel by the Indemnified Party has been authorized by the Indemnifying Party, or (y) counsel selected by the Indemnifying Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such action or (z) the Indemnifying Party shall not have employed counsel to assume the defense of such claim in accordance with Section 6.01(b10.3(a). (4d) In the event that the Indemnified Party should have a claim against the Indemnifying Party hereunder which does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Party shall promptly send a Claim Notice with respect to such claim to the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) calendar days that it disputes such claim, the amount of such claim shall be conclusively deemed a liability of the Indemnifying Party hereunder. (e) Nothing herein shall be deemed to prevent any Indemnified Party from making a claim hereunder for potential or contingent claims or demands, provided that (i) the Claim Notice sets forth (A) the specific basis for any such potential or contingent claim or demand and (B) the estimated amount thereof (to the extent then feasible) and (ii) the Indemnified Party has reasonable grounds to believe that such a claim or demand will be made. (5) Notwithstanding any other provision of this Agreement, a party’s right to indemnification shall not arise until the aggregate claims (exclusive of attorney fees) exceed Twenty Five Thousand Dollars ($25,000). (6) This Article VI shall survive the consummation of this Agreement and the transactions contemplated herein; PROVIDED HOWEVER that no claim for indemnification may be made after the one (1) year anniversary of the Closing of this transaction.

Conditions of Indemnification for Third Party Claims. The respective obligations and liabilities of the Representing Stockholders and the Sellers, on the one hand, and the Buyer, on the other hand (herein sometimes called the "indemnifying party"), to the other (herein sometimes called the "party to be indemnified" or the "indemnified party") under Section 11.02 hereof with respect to claims resulting from the assertion of liability by third parties under this Article 6 shall be subject to the following terms and conditions: (1i) The within 30 days after receipt of notice of commencement of any action or the assertion of any claim by a third party, the party entitled to be indemnified hereunder (the “Indemnified Party”) shall give the indemnifying party obligated written notice thereof together with a copy of such claim, process or other legal pleading (provided that failure so to provide notify the indemnifying party of the assertion of a claim within such period shall not affect its indemnity obligation hereunder except as and to the extent that such failure shall adversely affect the defense of such claim), and the indemnifying party, with the approval of the indemnified party, shall have the right to undertake the defense thereof by representatives of its own choosing; (ii) in the “Indemnifying Party”) prompt event that the indemnifying party, by the 30th day after receipt of notice of any Third Party Claim such claim (or, if earlier, by the “Claim Notice”tenth day preceding the day on which an answer or other pleading must be served in order to prevent judgment by default in favor of the Person asserting such claim). If the Indemnifying Party promptly acknowledges in writing its obligation , does not elect to indemnify in accordance with the terms and subject to the limitations of defend against such party's obligation to indemnify contained in this Agreement with respect to that claim, the Indemnifying Party shall have a reasonable time party to assume the defense of the Third Party Claim at its expense and with counsel of its choosing, which counsel shall be reasonably satisfactory to the Indemnified Party. Any Claim Notice shall identify, to the extent known to the Indemnified Party, the basis for the Third Party Claim, the facts giving rise to the Third Party Claim, and the estimated amount of the Third Party Claim (which estimate shall not be conclusive of the final amount of such claim or demand). The Indemnified Party shall make available to the Indemnifying Party copies of all relevant documents and records in its possession. (2) If the Indemnifying Party, within a reasonable time after receipt of such Claim Notice, fails to assume the defense of any Third Party Claim in accordance with Section 6.01(b)(1), the Indemnified Party shall indemnified will (upon further notice to the Indemnifying Partyindemnifying party) have the right to undertake the defense, compromise or settlement of the Third Party Claim, at the expense such claim on behalf of and for the account and risk of the Indemnifying Party.indemnifying party, subject to the right of the indemnifying party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof with counsel reasonably acceptable to the indemnified party; (3iii) Anything anything in this Section 6.01 11.03 to the contrary notwithstanding, (i) if there is a reasonable probability that a claim may materially and adversely affect the Indemnifying Party indemnified party other than as a result of money damages or other money payments, the indemnified party shall not have the right, at its own cost and expense, to compromise or settle such claim, but (ii) the indemnified party shall not, without the prior written consent of the Indemnified Partyindemnifying party, settle or compromise any Third Party Claim claim or consent content to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of an unconditional indemnifying party a release from all liability in respect of the Third Party Claimsuch claim; and (iiiv) if in connection with any such Third Party Claim involves an issue or matter which the Indemnified Party believes will have a materially adverse effect on the Indemnified Party's business, operations, assets, properties or prospects of its businessindemnification, the Indemnified Party shall have the right to control the defense or settlement of any such claim or demand, at the expense indemnified party will cooperate in all reasonable requests of the Indemnified Party without contribution from indemnifying party. In the Indemnifying Party; event that the "indemnifying party" or the "party to be indemnified" as described in this Section 11.03 is the Representing Stockholders as a group, then any notices required to be given to or by, and (iii) all other actions or decisions required to be taken or made by, such "indemnifying party" or the Indemnified Party shall have the right "party to employ its own counsel be indemnified" as provided in this Section 11.03, may be given to defend any claim at the expense of the Indemnify Party if (x) the employment of such counsel by the Indemnified Party has been authorized by the Indemnifying Partyor by, or (y) counsel selected by the Indemnifying Party shall have reasonably concluded that there may be a conflict of interest between taken or made by, the Indemnifying Party and the Indemnified Party in the conduct of the defense of such action or (z) the Indemnifying Party shall not have employed counsel to assume the defense of such claim in accordance with Section 6.01(b)Stockholder Representatives. (4) Nothing herein shall be deemed to prevent any Indemnified Party from making a claim hereunder for potential or contingent claims or demands, provided that (i) the Claim Notice sets forth (A) the specific basis for any such potential or contingent claim or demand and (B) the estimated amount thereof (to the extent then feasible) and (ii) the Indemnified Party has reasonable grounds to believe that such a claim or demand will be made. (5) Notwithstanding any other provision of this Agreement, a party’s right to indemnification shall not arise until the aggregate claims (exclusive of attorney fees) exceed Twenty Five Thousand Dollars ($25,000). (6) This Article VI shall survive the consummation of this Agreement and the transactions contemplated herein; PROVIDED HOWEVER that no claim for indemnification may be made after the one (1) year anniversary of the Closing of this transaction.

Conditions of Indemnification for Third Party Claims. The obligations and liabilities of the parties under this Article 6 Agreement with respect to, relating to, caused (in whole or in part) by or arising out of claims of third parties (individually, a "Third Party Claim" and collectively "Third Party Claims") including, without limitation, any Federal, state or local taxing authorities, shall be subject to the following terms and conditions: (1a) The party entitled to be indemnified hereunder (the “"Indemnified Party”") shall give the party obligated to provide the indemnity (the “"Indemnifying Party”") prompt notice of any Third Party Claim (the “Claim Notice”). If Claim, and, provided that the Indemnifying Party promptly acknowledges in writing its obligation to indemnify in accordance with the terms and subject to the limitations of on such party's obligation to indemnify contained in this Agreement with respect to that claim (or part of that claim), the Indemnifying Party shall have a reasonable time to assume may undertake the defense of the Third Party Claim at its expense that claim by representatives chosen by it and with counsel of its choosing, which counsel shall be reasonably satisfactory acceptable to the Indemnified Party. Any such notice of a Third Party Claim Notice shall identify, to the extent known to the Indemnified Party, identify with reasonable specificity the basis for the Third Party Claim, the facts giving rise to the Third Party Claim, and the estimated amount of the Third Party Claim (which or, if such amount is not yet known, a reasonable estimate shall not be conclusive of the final amount of such claim or demandthe Third Party Claim). The Indemnified Party party shall make available to the Indemnifying Party copies of all relevant documents and records in its possession. (2b) If the Indemnifying Party, within a reasonable time ten (10) business days after receipt receiving notice of any such Claim NoticeThird Party Claim, fails to assume the defense of any Third Party Claim in accordance with Section 6.01(b)(1)8.3(a) hereof, the Indemnified Party shall (upon further notice to the Indemnifying PartyParty and subject to Section 8.3(c) hereof) have the right to undertake the defense, compromise or settlement of the Third Party Claim, at the expense and for the account and risk of the Indemnifying Party. (3c) Anything in this Section 6.01 8.3 to the contrary notwithstanding, (i) the Indemnifying Party party shall not not, without the written consent of the Indemnified Party, settle or compromise any Third Party Claim or consent to the entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of an unconditional release from all liability in respect of the Third Party Claim; and (ii) if such Third Party Claim involves an issue or matter which there is a reasonable probability that a claim may materially and adversely affect the Indemnified Party believes will have other than as a materially adverse effect on the Indemnified Party's business, operations, assets, properties result of money damages or prospects of its businessother money payments, the Indemnified Party shall have the right to control the defense or settlement of any such claim or demandright, at the expense of the Indemnified Party without contribution from the Indemnifying Party; and (iii) the Indemnified Party shall have the right to employ its own counsel cost and expense, to defend any claim at the expense of the Indemnify Party if (x) the employment of such counsel by the Indemnified Party has been authorized by the Indemnifying Party, or (y) counsel selected by the Indemnifying Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party participate in the conduct of the defense of such action or (z) the Indemnifying Third Party shall not have employed counsel to assume the defense of such claim in accordance with Section 6.01(b)Claim. (4) Nothing herein shall be deemed to prevent any Indemnified Party from making a claim hereunder for potential or contingent claims or demands, provided that (i) the Claim Notice sets forth (A) the specific basis for any such potential or contingent claim or demand and (B) the estimated amount thereof (to the extent then feasible) and (ii) the Indemnified Party has reasonable grounds to believe that such a claim or demand will be made. (5) Notwithstanding any other provision of this Agreement, a party’s right to indemnification shall not arise until the aggregate claims (exclusive of attorney fees) exceed Twenty Five Thousand Dollars ($25,000). (6) This Article VI shall survive the consummation of this Agreement and the transactions contemplated herein; PROVIDED HOWEVER that no claim for indemnification may be made after the one (1) year anniversary of the Closing of this transaction.

Conditions of Indemnification for Third Party Claims. The respective obligations and liabilities of FCP, Entex and Sub, as the case may be, (herein sometimes referred to as the "indemnifying party"), to each other (herein sometimes referred to as the "party to be indemnified") under Section 8.1 or 8.2 hereof with respect to claims resulting from the assertion of liability by third parties under this Article 6 shall be subject to the following terms and conditions: (1a) The Within 20 days after receipt of notice of commencement of any action evidenced by service of process or other legal pleading, or with reasonable promptness after the assertion in writing of any claim by a third party, the party entitled to be indemnified hereunder (the “Indemnified Party”) shall give the indemnifying party obligated written notice thereof together with a copy of such claim, process or other legal pleading, and the indemnifying party shall have the right to provide undertake the indemnity defense thereof by representatives of its own choosing. (b) In connection with any such indemnification, the “Indemnifying Party”party to be indemnified will cooperate in all reasonable requests of the indemnifying party. (c) prompt With respect to any claim covered by Sections 8.1 or 8.2 hereof, in the event that the indemnifying party by the thirtieth (30th) day after receipt of notice of any Third Party Claim such claim (or, if earlier, by the “Claim Notice”). If tenth (10th) day preceding the Indemnifying Party promptly acknowledges day on which an answer or other pleading must be served in writing its obligation order to indemnify prevent judgment by default in accordance with favor of the terms and subject person asserting such claim) notifies the party to the limitations of be indemnified that it will not defend against such party's obligation to indemnify contained in this Agreement with respect to that claim, the Indemnifying Party shall have a reasonable time party to assume the defense of the Third Party Claim at its expense and with counsel of its choosing, which counsel shall be reasonably satisfactory to the Indemnified Party. Any Claim Notice shall identify, to the extent known to the Indemnified Party, the basis for the Third Party Claim, the facts giving rise to the Third Party Claim, and the estimated amount of the Third Party Claim (which estimate shall not be conclusive of the final amount of such claim or demand). The Indemnified Party shall make available to the Indemnifying Party copies of all relevant documents and records in its possession. (2) If the Indemnifying Party, within a reasonable time after receipt of such Claim Notice, fails to assume the defense of any Third Party Claim in accordance with Section 6.01(b)(1), the Indemnified Party indemnified shall (upon further notice to the Indemnifying Partyindemnifying party) have the right right, but not the obligation, to undertake the defense, compromise or settlement of the Third Party Claim, at the expense such claim on behalf of and for the account of and risk of the Indemnifying Party. (3) Anything in this Section 6.01 to the contrary notwithstanding, (i) the Indemnifying Party shall not without the written consent of the Indemnified Party, settle or compromise any Third Party Claim or consent to the entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of an unconditional release from all liability in respect of the Third Party Claim; (ii) if such Third Party Claim involves an issue or matter which the Indemnified Party believes will have a materially adverse effect on the Indemnified Party's business, operations, assets, properties or prospects of its business, the Indemnified Party shall have the right to control the defense or settlement of any such claim or demand, at the sole expense of the Indemnified Party without contribution from the Indemnifying Party; and (iii) the Indemnified Party shall have indemnifying party, including all attorneys' fees incurred, subject to the right to employ its own counsel to defend any claim at the expense of the Indemnify Party if (x) the employment of such counsel by the Indemnified Party has been authorized by the Indemnifying Party, or (y) counsel selected by the Indemnifying Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such action or (z) the Indemnifying Party shall not have employed counsel indemnifying party to assume the defense of such claim claims at any time prior to settlement, compromise or final determination thereof on payment to the party to be indemnified of all expenses incurred, including but not limited to attorneys' fees, to date. (a) If Entex or Sub suffers any Damages as defined in accordance with Section 6.01(b8.1 hereof as a result of a breach of any representation contained in Sections 4.1(d) Financial Statements, (e) Inventory, (f) Receivables, (j) No Material Adverse Change, (k) Absence of Undisclosed Liabilities and (o) Taxes hereof, then Entex may in its sole discretion offset the amount of such Damages against the Deferred Payment. (b) Following the offset of such Damages under 8.4(a) hereof, if Entex suffers any Damages as defined in Section 8.1 hereof as a result of a breach of any representation contained in Section 4.l(z) Intelligent Electronics ("IE Damages"), then Entex may in its sole discretion offset the amount of the IE Damages against the Deferred Payment. To the extent that the Damages exceed, in the aggregate (inclusive of IE Damages), one million dollars ($1,000,000), then Entex may in its sole discretion reduce amounts otherwise payable under the FCP Retention Bonus Program by the lesser of (x) the amount of IE Damages, or (y) the amount in which Damages exceed, in the aggregate (inclusive of IE Damages), one million dollars ($1,000,000). (4c) Nothing herein Prior to offsetting any amount as described in subsection (a) or (b) hereof, Entex shall notify Richxxx Xxxxxxxxx ("Xathxxxxx") (as the designated fiduciary of the shareholders of FCP) in writing of the Damages incurred, the amount to be deemed offset and shall provide details as to prevent any Indemnified Party from making a claim hereunder for potential or contingent claims or demandshow Entex computed such Damages and the amount to be offset (the "Offset Notice"). Entex may then offset the amount set forth in the Offset Notice, provided that unless Nathxxxxx xxxputes the computation of the amount to be offset by serving written notice (ithe "Reply to Offset Notice") on Entex within 15 days after Nathxxxxx xxxeives the Claim Notice sets forth (A) the specific basis for any such potential or contingent claim or demand and (B) the estimated amount thereof (to the extent then feasible) and (ii) the Indemnified Party has reasonable grounds to believe that such a claim or demand will be madeOffset Notice. (5d) Notwithstanding any other provision of this AgreementIf a Reply to Offset Notice is sent, a party’s Entex and Nathxxxxx xxxll attempt to resolve the dispute within 30 days after Entex receives the Reply to Offset Notice. If no resolution can be reached within such 30 day period, then Nathxxxxx xxxll have the right to indemnification shall not arise until commence arbitration proceedings in accordance with the aggregate claims (exclusive provisions of attorney fees) exceed Twenty Five Thousand Dollars ($25,000). (6) This Article VI shall survive the consummation of this Agreement and the transactions contemplated herein; PROVIDED HOWEVER that no claim for indemnification may be made Section 87 hereof within 15 days after the one (1) year anniversary expiration of the Closing of this transactionsuch 30 day period.

Conditions of Indemnification for Third Party Claims. The obligations and liabilities of the parties under this Article 6 Agreement with respect to, relating to, caused (in whole or in part) by or arising out of claims of third parties (individ- ually, a "Third Party Claim" and collectively "Third Party Claims") including, without limitation, any Tax Authority, shall be subject to the following terms and conditions: (1a) The party entitled to be indemnified hereunder (the “"Indemnified Party”") shall give the party obligated to provide the indemnity (the “"Indemnifying Party”") prompt notice of any Third Party Claim (the “Claim Notice”). If Claim, and, provided that the Indemnifying Party promptly acknowledges in writing its obligation to indemnify in accordance with the terms and subject to the limitations of such party's obligation to indemnify contained in this Agreement with respect to that claimAgreement, the Indemnifying Party shall have a reasonable time to assume may undertake the defense of the that claim by representatives chosen by it. Any such notice of a Third Party Claim at its expense and shall identify with counsel of its choosing, which counsel shall be reasonably satisfactory to the Indemnified Party. Any Claim Notice shall identify, to the extent known to the Indemnified Party, reasonable specificity the basis for the Third Party Claim, the facts giving rise to the Third Party Claim, and the estimated amount of the Third Party Claim (which or, if such amount is not yet known, a reasonable estimate shall not be conclusive of the final amount of such claim or demandthe Third Party Claim). The Indemnified Party shall make available to the Indemnifying Party copies of all relevant documents and records in its possession. Failure to give prompt notice shall not relieve the Indemnifying Party of its obligation to indemnify except to the extent that the Indemnifying Party is actually prejudiced by the delay in giving notice. (2b) If the Indemnifying Party, within a reasonable 15 days after notice of any such Third Party Claim (or such lesser time after receipt of such Claim Noticeas is reasonable), fails to assume the defense of any Third Party Claim in accordance with Section 6.01(b)(1)9.4(a) of this Agreement, the Indemnified Party shall (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of the Third Party Claim, subject to the right of the Indemnifying Party to assume the defense of such Third Party Claim at any time prior to settlement, compromise or final determination thereof, provided, however, that at the expense time of the assumption of defense the Indemnifying Party shall acknowledge in writing its obligation to indemnify as provided in Section 9.4(a) of this Agreement and reimburse the Indemnified Party for its out-of-pocket expenses incurred prior to the account and risk assumption of defense by the Indemnifying Party. (3c) Anything in this Section 6.01 9.4 to the contrary notwithstanding, (i) the Indemnifying Party shall not not, without the written consent of the Indemnified Party, settle or compromise compro- mise any Third Party Claim or consent to the entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of an unconditional release from all liability in respect of the Third Party Claim; and (ii) if such Third there is a reasonable probability that a claim may materially and adversely affect the Indemnified Party Claim involves an issue other than as a result of money damages or matter other money payments for which the Indemnified Party believes will have a materially adverse effect on the Indemnified Party's business, operations, assets, properties or prospects of its businessis indemnified hereunder, the Indemnified Party shall have the right right, at its own cost and expense, to control participate in the defense or settlement of any such claim or demand, at the expense of the Indemnified Third Party without contribution from Claim (control of the defense to remain with the Indemnifying Party; and (iii) the Indemnified Party shall have the right to employ its own counsel to defend any claim at the expense of the Indemnify Party if (x) the employment of such counsel by the Indemnified Party has been authorized by the Indemnifying Party, or (y) counsel selected by the Indemnifying Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such action or (z) the Indemnifying Party shall not have employed counsel to assume the defense of such claim in accordance with Section 6.01(b). (4) Nothing herein shall be deemed to prevent any Indemnified Party from making a claim hereunder for potential or contingent claims or demands, provided that (i) the Claim Notice sets forth (A) the specific basis for any such potential or contingent claim or demand and (B) the estimated amount thereof (to the extent then feasible) and (ii) the Indemnified Party has reasonable grounds to believe that such a claim or demand will be made. (5) Notwithstanding any other provision of this Agreement, a party’s right to indemnification shall not arise until the aggregate claims (exclusive of attorney fees) exceed Twenty Five Thousand Dollars ($25,000). (6) This Article VI shall survive the consummation of this Agreement and the transactions contemplated herein; PROVIDED HOWEVER that no claim for indemnification may be made after the one (1) year anniversary of the Closing of this transaction.