Common use of Defense Against Asserted Claims Clause in Contracts

Defense Against Asserted Claims. If any claim or assertion of liability is made or asserted by a third party against a party indemnified pursuant to this Article 8 ("Indemnified Party") based on any liability or absence of right which, if established, would constitute a matter for which the Indemnified Party would be entitled to indemnification by another party hereto ("the Indemnifying Party") the Indemnified Party shall with reasonable promptness give to the Indemnifying Party written notice of the claim or asserting of liability and request the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability which the Indemnifying Party might have to the Indemnified Party unless such failure materially prejudices the Indemnifying Party's position. The Indemnifying Party shall have the right to defend against such liability or assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of the acceptance of defense of such claim and the identity of counsel selected by the Indemnifying Party with respect to such matters. The Indemnified Party shall be entitled to participate with the Indemnifying Party in such defense and also shall be entitled at its option to employ separate counsel for such defense at the expense of the Indemnified Party. In the event the Indemnifying Party does not accept the defense of the matter as provided above or in the event that the Indemnifying Party or its counsel fails to use reasonable care in maintaining such defense, the Indemnified Party shall have the full right at its option to defend against the liability or assertion and to employ counsel for such defense at the expense of the Indemnifying Party. All parties hereto will cooperate with each other in the defense of any such action and the relevant records of each shall be available to the others with respect to such defense.

Defense Against Asserted Claims. If The Indemnified Party shall not settle or compromise any claim or assertion of liability is made or asserted Claim by a third party against a party indemnified pursuant to this Article 8 ("Indemnified Party") based on any liability or absence of right which, if established, would constitute a matter for which the Indemnified Party would be is entitled to indemnification by another party hereto ("hereunder without the prior written consent of the Indemnifying Party") Party (which consent shall not be unreasonably withheld), unless legal action shall have been instituted against the Indemnified Party shall with reasonable promptness give to the Indemnifying Party written notice of the claim or asserting of liability and request the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve have taken control of such suit within fifteen (15) days after notification thereof as provided herein. In connection with any Claim giving rise to indemnification hereunder resulting from or arising out of any Claim by a person other than the Indemnified Party, the Indemnifying Party shall, upon written notice to the Indemnified Party, assume the defense of any liability which such Claim without prejudice to the right of the Indemnifying Party might have thereafter to contest its obligation to indemnify the Indemnified Party unless such failure materially prejudices in respect to the claims asserted therein. If the Indemnifying Party's positionParty assumes the defense of any such Claim, the Indemnifying Party shall select counsel to conduct the defense in such Claims and at its sole cost and expense shall take all steps necessary in the defense or settlement thereof. The Indemnifying Party shall have not consent to a settlement of, or the right to defend against such liability or assertionentry of any judgment arising from, in which event any Claim, without the prior written consent of the Indemnified Party, unless the Indemnifying Party shall give written notice admits in writing its liability to hold the Indemnified Party of the acceptance of defense harmless from and against any losses, damages, expenses and liabilities arising out of such claim and the identity of counsel selected by the Indemnifying Party with respect to such matterssettlement. The Indemnified Party shall be entitled to participate with the Indemnifying Party in such defense and also shall be entitled at its option to employ separate counsel for such defense at the expense of the Indemnified Party. In the event the Indemnifying Party does not accept the defense of the matter as provided above or in the event that the Indemnifying Party or its counsel fails to use reasonable care in maintaining such defense, the Indemnified Party shall have the full right at its option to defend against the liability or assertion and to employ counsel for such defense at the expense of the Indemnifying Party. All parties hereto will cooperate with each other in the defense of any such action with its own counsel and at its own expense. If the Indemnifying Party does not assume the defense of any such Claim resulting therefrom in accordance with the terms hereof, the Indemnified Party may defend such Claim in such a manner as it may deem appropriate, including settling such Claim after giving notice of the same to the Indemnifying Party on such terms as the Indemnified Party may deem appropriate, and in any action by the Indemnified Party seeking indemnification from the Indemnifying Party in accordance with the provisions of this Section, the Indemnifying Party shall not be entitled to question the manner in which the Indemnified Party defended such Claim or the amount or nature of any such settlement. In the event of a Claim by a third party, the Indemnified Party shall cooperate with the Indemnifying Party in the defense of such action (including making a personal contact with the third party if deemed beneficial) and the relevant records of each party shall be made available to the others with respect to such defenseon a timely basis.

Defense Against Asserted Claims. If any claim or assertion of ------------------------------- liability is made or asserted by a third party against a party indemnified pursuant to this Article 8 Section 12.1 ("Indemnified Party") based on any liability or absence of which might give rise to a right which, if established, would constitute a matter for which the Indemnified Party would be entitled to indemnification by another party hereto ("the Indemnifying Party") under this Agreement, the Indemnified Party shall with reasonable promptness promptness, give to the Majority Stockholders' Representative, on behalf of the Majority Stockholders ("Indemnifying Party Party"), written notice of the claim or asserting assertion of liability and request of the Indemnifying Party to defend the same. Failure , provided that any delay or failure to so notify the Indemnifying Party Majority Stockholders' Representative shall not relieve the Indemnifying Party of from any liability which the Indemnifying Party might it may have to the Indemnified Party unless except to the extent of any prejudice resulting directly from such failure materially prejudices delay or failure. The Indemnifying Party shall, within ten days, at the Indemnifying Party's positionexpense, assume the defense of such claim or assertion with counsel reasonably satisfactory to the Indemnified Party. The Indemnifying Indemnified Party shall have the right to defend against such liability or assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of the acceptance of defense of such claim and the identity of counsel selected by the Indemnifying Party with respect to such matters. The Indemnified Party shall be entitled to participate with the Indemnifying Party in such defense and also shall be entitled at its option to employ separate counsel for in any such action and to participate in the defense thereof, but the fees and expense of such counsel shall be at the expense of the Indemnified Party. In Party unless (a) the event employment thereof has been specifically authorized by the Indemnifying Party does not accept in writing, or (b) the Indemnifying Party has failed to assume the defense of the matter as provided above such action, or in the event that (c) due to a conflict of interest, the Indemnifying Party's counsel is not able to adequately represent the Indemnified Party. The Indemnifying Party shall not be permitted to enter into any settlement or its counsel fails to use reasonable care in maintaining such defense, compromise involving affirmative action or forbearance by the Indemnified Party unless the Indemnified Party shall have the full right at its option to defend against the liability or assertion and to employ counsel for such defense at the expense been notified in writing of the Indemnifying Partyproposed settlement or compromise and shall have consented in writing thereto, which consent shall not be unreasonably withheld. All The parties hereto will cooperate with each other in the defense of any such action and the relevant records of each shall be available to the others other with respect to such defense.

Defense Against Asserted Claims. If any claim or assertion of liability is made or asserted by a third party Third Party against a party indemnified pursuant to this Article 8 X (the "Indemnified Party") based on any liability or absence of right which), if established, would constitute a matter for which the Indemnified Party would shall, with reasonable promptness and, in any event, no later than ten (10) days prior to the time the response to such claim or assertion of liability must be entitled given, give to indemnification by another the other party hereto (the "the Indemnifying Party") the Indemnified Party shall with reasonable promptness give to the Indemnifying Party written notice of the claim or asserting assertion of liability and request the Indemnifying Party to defend against the sameclaim. Failure so to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability which the Indemnifying Party might have to the Indemnified Party unless such failure materially prejudices the Indemnifying Party's position. The Indemnifying Party shall have the right to defend against such liability or assertionthe claim, in which event the Indemnifying Party shall give written notice to the Indemnified Party of the acceptance of the defense of such claim and the identity of counsel selected by the Indemnifying Party with respect to such matters. The Indemnified Party shall be entitled to participate with the Indemnifying Party in such defense and also shall be entitled at its option to employ separate counsel for such defense at the expense of the Indemnified Party. In the event the Indemnifying Party does not accept the defense of the matter claim as provided above or in the event that the Indemnifying Party or its counsel fails to use reasonable care in maintaining such defensedefense or such defense is having a materially adverse effect on the Indemnified Party's business, the Indemnified Party Party, upon giving written notice to the Indemnifying Party, shall have the full right at its option to defend against the liability or assertion and to employ counsel for such defense at the expense of the Indemnifying Party. All parties hereto The Seller and the Buyer will cooperate with each other in the defense of any such action and the relevant records and personnel of each shall be available to the others other with respect to such defense. Provided the Indemnifying Party accepts the defense of the matter, it shall not be liable for any settlement of any claim or action made without its consent, which consent shall not be unreasonably withheld.

Defense Against Asserted Claims. If any claim or assertion of liability is made or asserted by a third Any party against a party indemnified pursuant to this Article 8 seeking indemnification (the "Indemnified Party") based on any liability or absence of right which, if established, would constitute a matter for which the Indemnified Party would be entitled to indemnification by another party hereto ("the Indemnifying Party") the Indemnified Party shall with reasonable promptness give to the Indemnifying Party written notice of the claim or asserting of liability and request the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability which the Indemnifying Party might have to the Indemnified Party unless such failure materially prejudices the Indemnifying Party's position. The Indemnifying Party shall have the right to defend against such liability or assertion, in which event the Indemnifying Party shall give written notice to the indemnifying party (the "Indemnifying Party") of the facts and the circumstances giving rise to any claim (the "Notice"). The Indemnified Party shall not settle or compromise any claim by a third party for which the Indemnified Party is entitled to indemnification hereunder without the prior written consent of the acceptance of defense of such claim and the identity of counsel selected by the Indemnifying Party (which consent shall not be unreasonably withheld), unless legal action shall have been instituted against the Indemnified Party and the Indemnifying Party shall not have taken reasonable control of such suit within fifteen (15) days after notification thereof as provided herein. In connection with any claim giving rise to indemnification hereunder resulting from or arising out of any claim or legal proceeding by a person other than the Indemnified Party, the Indemnifying Party shall, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding without prejudice to the right of the Indemnifying Party thereafter to contest its obligation to indemnify the Indemnified Party in respect to the claims asserted therein. If the Indemnifying Party assumes the defense of any such mattersclaim or legal proceeding, the Indemnifying Party shall select counsel, the selection of which counsel shall be subject to the approval of the Indemnified Party, which approval shall not be unreasonably withheld, to conduct the defense in such claims and legal proceedings and at its sole cost and expense shall take all steps necessary in the defense or settlement thereof. The Indemnifying Party shall not consent to a settlement of, or the entry of any judgment arising from, any claim or legal proceeding, without the prior written consent of the Indemnified Party, unless the Indemnifying Party admits in writing its liability to hold the Indemnified Party harmless from and against any losses, damages, expenses and liabilities arising out of such settlement. The Indemnified Party shall be entitled to participate with the Indemnifying Party in such defense and also shall be entitled at its option to employ separate counsel for such defense at the expense of the Indemnified Party. In the event the Indemnifying Party does not accept the defense of the matter as provided above or in the event that the Indemnifying Party or its counsel fails to use reasonable care in maintaining such defense, the Indemnified Party shall have the full right at its option to defend against the liability or assertion and to employ counsel for such defense at the expense of the Indemnifying Party. All parties hereto will cooperate with each other in the defense of any such action with its own counsel and at its own expense. If the relevant records Indemnifying Party does not assume the defense of each shall be available any such claim or litigation resulting therefrom in accordance with the terms hereof, the Indemnified Party may defend such claim or litigation in such a manner as it may deem appropriate, including settling such claim or litigation after giving notice of the same to the others Indemnifying Party on such terms as the Indemnified Party may deem appropriate and after action by the Indemnified Party seeking indemnification from the Indemnifying Party in accordance with respect the provisions of this Section; in such case, the Indemnifying Party shall not be entitled to question the manner in which the Indemnified Party defended such defense.claim or litigation

Defense Against Asserted Claims. If any claim or assertion of liability is made or asserted by a third party against a party indemnified pursuant to this Article 8 Section 12.1 ("Indemnified Party") based on any liability or absence of which might give rise to a right which, if established, would constitute a matter for which the Indemnified Party would be entitled to indemnification by another party hereto ("the Indemnifying Party") under this Agreement, the Indemnified Party shall with reasonable promptness promptness, give to the Majority Stockholders' Representative, on behalf of the Majority Stockholders ("Indemnifying Party Party"), written notice of the claim or asserting assertion of liability and request of the Indemnifying Party to defend the same. Failure , provided that any delay or failure to so notify the Indemnifying Party Majority Stockholders' Representative shall not relieve the Indemnifying Party of from any liability which the Indemnifying Party might it may have to the Indemnified Party unless except to the extent of any prejudice resulting directly from such failure materially prejudices delay or failure. The Indemnifying Party shall, within ten days, at the Indemnifying Party's positionexpense, assume the defense of such claim or assertion with counsel reasonably satisfactory to the Indemnified Party. The Indemnifying Indemnified Party shall have the right to defend against such liability or assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of the acceptance of defense of such claim and the identity of counsel selected by the Indemnifying Party with respect to such matters. The Indemnified Party shall be entitled to participate with the Indemnifying Party in such defense and also shall be entitled at its option to employ separate counsel for in any such action and to participate in the defense thereof, but the fees and expense of such counsel shall be at the expense of the Indemnified Party. In Party unless (a) the event employment thereof has been specifically authorized by the Indemnifying Party does not accept in writing, or (b) the Indemnifying Party has failed to assume the defense of the matter as provided above such action, or in the event that (c) due to a conflict of interest, the Indemnifying Party's counsel is not able to adequately represent the Indemnified Party. The Indemnifying Party shall not be permitted to enter into any settlement or its counsel fails to use reasonable care in maintaining such defense, compromise involving affirmative action or forbearance by the Indemnified Party unless the Indemnified Party shall have the full right at its option to defend against the liability or assertion and to employ counsel for such defense at the expense been notified in writing of the Indemnifying Partyproposed settlement or compromise and shall have consented in writing thereto, which consent shall not be unreasonably withheld. All The parties hereto will cooperate with each other in the defense of any such action and the relevant records of each shall be available to the others other with respect to such defense.

Defense Against Asserted Claims. If The Indemnified Party shall not settle or compromise any claim or assertion of liability is made or asserted by a third party against a party indemnified pursuant to this Article 8 ("Indemnified Party") based on any liability or absence of right which, if established, would constitute a matter for which the Indemnified Party would be is entitled to indemnification by another party hereto ("hereunder without the prior written consent of the Indemnifying Party") , unless legal action shall have been instituted against the Indemnified Party shall with reasonable promptness give to the Indemnifying Party written notice of the claim or asserting of liability and request the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve have taken control of such suit within 60 days after notification thereof as provided herein. In connection with any claim giving rise to indemnification hereunder resulting from or rising out of any claim or legal proceeding by a person other than the Indemnified Party, the Indemnifying Party, at its sole cost and expense, may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding without prejudice to the right of the Indemnifying Party of any liability which thereafter to contest its obligation to indemnify the Indemnified Party in respect to the claims asserted therein. If the Indemnifying Party might have to assumes the Indemnified Party unless defense of any such failure materially prejudices claim or legal proceeding, the Indemnifying Party's positionParty shall select counsel to conduct the defense in such claims and legal proceedings and at its sole cost and expense shall take all steps necessary in the defense or settlement thereof. The Indemnifying Party shall have not consent to a settlement of, or the right to defend against such liability entry of any judgment arising from, any claim or assertionlegal proceeding, in which event without the prior written consent of the Indemnified Party, unless the Indemnifying Party shall give written notice admits in writing its liability to hold the Indemnified Party of the acceptance of defense harmless from and against any losses, damages, expenses and liabilities arising out of such claim settlement and concurrently with such settlement, Indemnifying Party pays into the identity court the full amount of counsel selected all losses, damages, expenses and liabilities to be paid by the Indemnifying Party in connection with respect to such matterssettlement and, if such settlement would impose or affect ongoing obligations of the Indemnified Party, the Indemnified Party consents thereto, which consent shall not be unreasonably withheld. The Indemnified Party shall be entitled to participate with the Indemnifying Party in such defense and also shall be entitled at its option to employ separate counsel for such defense at the expense of the Indemnified Party. In the event the Indemnifying Party does not accept the defense of the matter as provided above or in the event that the Indemnifying Party or its counsel fails to use reasonable care in maintaining such defense, the Indemnified Party shall have the full right at its option to defend against the liability or assertion and to employ counsel for such defense at the expense of the Indemnifying Party. All parties hereto will cooperate with each other in the defense of any such action with its own counsel and at its own expense. If the Indemnifying Party does not assume the defense of any such claim or litigation resulting therefrom in accordance with the terms hereof, the Indemnified Party may defend such claim or litigation in such a manner as it may deem appropriate, including settling such claim or litigation after giving notice of the same to Indemnifying Party on such terms as the Indemnified Party may deem appropriate and any action by the Indemnified Party seeking indemnification from Indemnifying Party in accordance with the provisions of this Section, Indemnifying Party shall not be entitled to question the manner in which the Indemnified Party defended such claim or litigation or the amount or nature of any such settlement. In the event of a claim by a third party, the Indemnified Party shall cooperate with the Indemnifying Party in the defense of such action (including making a personal contact with the third party if deemed beneficial) and the relevant records of each party shall be made available to the others with respect to such defenseon a timely basis.

Defense Against Asserted Claims. If any claim or assertion of liability is made or asserted by a third party against a party indemnified pursuant to this Article 8 VIII ("“Indemnified Party"”) based on any liability or absence of which might give rise to a right whichto indemnification under this Agreement, if established, would constitute a matter for which the Indemnified Party would be entitled to indemnification by another party hereto ("the Indemnifying Party") the Indemnified Party shall shall, with reasonable promptness promptness, give to the other party or parties against which such right is applicable (collectively the “Indemnifying Party Parties”) written notice of the claim or asserting assertion of liability and request the Indemnifying Party to defend the same. Failure , provided that any delay or failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of it from any liability which the Indemnifying Party might it may have to the Indemnified Party unless except to the extent of any prejudice resulting directly from such failure materially prejudices delay or failure. The Indemnifying Party shall, at the Indemnifying Party's position’s expense, assume to the extent feasible the defense of such claim or assertion with counsel reasonably satisfactory to the Indemnified Party. The Indemnifying Indemnified Party shall have the right to defend against such liability or assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of the acceptance of defense of such claim and the identity of counsel selected by the Indemnifying Party with respect to such matters. The Indemnified Party shall be entitled to participate with the Indemnifying Party in such defense and also shall be entitled at its option to employ separate counsel for in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified PartyParty unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in, writing, or (b) the Indemnifying Party has failed to assume the defense of such action. The Indemnifying Party shall not be permitted to enter into any settlement or compromise involving action or relief unless the Indemnified Party shall have received written notice at least 10 days in advance of the proposed settlement or compromise and shall have consented in writing thereto, which consent shall not be unreasonably withheld. In the event the Indemnifying Indemnified Party does not accept respond to such notice within such ten-day period, such consent shall be deemed to have been granted. In no event shall the defense Indemnified Party enter into a settlement or compromise involving a claim or assertion of the matter as provided above or in the event that the Indemnifying Party or its counsel fails liability with respect to use reasonable care in maintaining which a right of indemnification may exist hereunder, unless such defense, the Indemnified Party shall have first provided a release to the full right at its option other parties, reasonably satisfactory in form and substance to defend against the liability them, with respect to any Losses arising from such claim or assertion and to employ counsel for such defense at the expense of the Indemnifying Partyliability. All The parties hereto will cooperate with each other in the defense of any such action and the relevant records of each shall be available to the others with respect to such defense.

Defense Against Asserted Claims. If any claim or assertion of liability is made or asserted by a third party against a party indemnified pursuant to this Article 8 10 ("Indemnified Party") based on any liability or absence of which might give rise to a right whichto indemnification under this Agreement, if established, would constitute a matter for which the Indemnified Party would be entitled shall, with reasonable promptness, give to indemnification by another the other party hereto ("the Indemnifying Party") the Indemnified Party shall with reasonable promptness give to the Indemnifying Party written notice of the claim or asserting assertion of liability and request of the Indemnifying Party to defend the same. Failure , provided that any delay or failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of it from any liability which the Indemnifying Party might it may have to the Indemnified Party unless except to the extent of any prejudice resulting directly from such failure materially prejudices delay or failure. The Indemnifying Party shall, at the Indemnifying Party's positionexpense, assume the defense of such claim or assertion with counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. The Indemnifying Indemnified Party shall have the right to defend against such liability or assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of the acceptance of defense of such claim and the identity of counsel selected by the Indemnifying Party with respect to such matters. The Indemnified Party shall be entitled to participate with the Indemnifying Party in such defense and also shall be entitled at its option to employ separate counsel for in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party. In Party unless (a) the event employment thereof has been specifically authorized by the Indemnifying Party does not accept in writing, or (b) the Indemnifying Party has failed to assume the defense of such action, or (c) if the matter as provided above named parties to the action or in the event that proceeding include both the Indemnifying and the Indemnified Party or and the Indemnified Party is advised in an opinion of its counsel fails that representation of both parties by the same counsel would be inappropriate under the applicable standards of professional conduct. The Indemnifying Party shall not be permitted to use reasonable care in maintaining such defense, enter into any settlement or compromise involving affirmative action or forbearance by the Indemnified Party unless the Indemnified Party shall have the full right at its option to defend against the liability or assertion and to employ counsel for such defense at the expense been notified in writing of the Indemnifying Partyproposed settlement or compromise and shall have consented in writing thereto, which consent shall not be unreasonably withheld. All The parties hereto will cooperate with each other in the the. defense of any such action and the relevant records and personnel of each shall be available to the others other with respect to such defense. If the Indemnifying Party assumes the defense of a third party claim, (a) no compromise or settlement thereof may be effected by the Indemnifying Party without the Indemnifying Party's consent unless (i) there is no finding or admission of an' violation of Law or any violation of the rights of any Person and no effect on any other claim that may be made against the Indemnified Party, (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party and (iii) the compromise or settlement includes, as an unconditional ten-n thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release, in form and substance reasonably satisfactory to the Indemnified Party, from all liability in respect of such third party claim, and (b) the Indemnified Party shall have no liability with respect to any compromise or settlement thereof effected without its consent.

Defense Against Asserted Claims. If any claim or assertion of liability is made or asserted by a third party against a party indemnified pursuant to this Article 8 Sections 13.1 and 13.2 ("“Indemnified Party"”) based on any liability or absence of which might give rise to a right which, if established, would constitute a matter for which the Indemnified Party would be entitled to indemnification by another party hereto ("the Indemnifying Party") under this Agreement, the Indemnified Party shall with reasonable promptness promptness, give to the Holders’ Representative, on behalf of the Holders, or the Chief Executive Officer of ADSX (“Indemnifying Party Party”), written notice of the claim or asserting assertion of liability and request of the Indemnifying Party to defend the same. Failure , provided that any delay or failure to so notify the Indemnifying Party appropriate person listed above shall not relieve the Indemnifying Party of from any liability which the Indemnifying Party might it may have to the Indemnified Party unless except to the extent of any prejudice resulting directly from such failure materially prejudices delay or failure. The Indemnifying Party shall, within ten days, at the Indemnifying Party's position’s expense, assume the defense of such claim or assertion with counsel reasonably satisfactory to the Indemnified Party. The Indemnifying Indemnified Party shall have the right to defend against such liability or assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of the acceptance of defense of such claim and the identity of counsel selected by the Indemnifying Party with respect to such matters. The Indemnified Party shall be entitled to participate with the Indemnifying Party in such defense and also shall be entitled at its option to employ separate counsel for in any such action and to participate in the defense thereof, but the fees and expense of such counsel shall be at the expense of the Indemnified Party. In Party unless (a) the event employment thereof has been specifically authorized by the Indemnifying Party does not accept in writing, or (b) the Indemnifying Party has failed to assume the defense of the matter as provided above such action, or in the event that (c) due to a conflict of interest, the Indemnifying Party’s counsel is not able to adequately represent the Indemnified Party. The Indemnifying Party shall not be permitted to enter into any settlement or its counsel fails to use reasonable care in maintaining such defense, compromise involving affirmative action or forbearance by the Indemnified Party unless the Indemnified Party shall have the full right at its option to defend against the liability or assertion and to employ counsel for such defense at the expense been notified in writing of the Indemnifying Partyproposed settlement or compromise and shall have consented in writing thereto, which consent shall not be unreasonably withheld. All The parties hereto will cooperate with each other in the defense of any such action and the relevant records of each shall be available to the others other with respect to such defense.. January 14, 2008 Page 57

Defense Against Asserted Claims. If any claim or assertion of liability is made or asserted by a third party against a party indemnified pursuant to this Article 8 6 ("Indemnified Party") based on any liability or absence of right which, if established, would constitute a matter for which the Indemnified Party would be entitled to indemnification by another party hereto ("the The Indemnifying Party") the Indemnified Party shall with reasonable promptness give to the Indemnifying Party written notice of the claim or asserting assertion of liability and request the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability which the Indemnifying Party might have to the Indemnified Party unless such failure materially prejudices the Indemnifying Party's position. The Indemnifying Party shall have the right to defend against such liability or assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of the acceptance of defense of such claim and the identity of counsel selected by the Indemnifying Party with respect to such matters. The Indemnified Party shall be entitled to participate with the Indemnifying Party in such defense and also shall be entitled at its option to employ separate counsel for such defense at the expense of the Indemnified Party. In the event the Indemnifying Party party does not accept the defense of the matter as provided above or in the event that the Indemnifying Party or its counsel fails to use reasonable care in maintaining such defense, the Indemnified Party shall have the full right at its option to defend against the liability or assertion and to employ counsel for such defense at the expense of the Indemnifying Party. All parties hereto will cooperate with each other in the defense of any such action and the relevant records of each shall be available to the others other with respect to such defense.

Defense Against Asserted Claims. If any claim or assertion of liability is made or asserted by a third Any party against a party indemnified pursuant to this Article 8 seeking ------------------------------- indemnification (the "Indemnified Party") based on any liability or absence of right which, if established, would constitute a matter for which the Indemnified Party would be entitled to indemnification by another party hereto ("the Indemnifying Party") the Indemnified Party shall with reasonable promptness give to the Indemnifying Party written notice of the claim or asserting of liability and request the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability which the Indemnifying Party might have to the Indemnified Party unless such failure materially prejudices the Indemnifying Party's position. The Indemnifying Party shall have the right to defend against such liability or assertion, in which event the Indemnifying Party shall give written notice to the indemnifying party (the "Indemnifying Party") of the facts and the circumstances giving rise to any claim (the "Notice"). The Indemnified Party shall not settle or compromise any claim by a third party for which the Indemnified Party is entitled to indemnification hereunder without the prior written consent of the acceptance of defense of such claim and the identity of counsel selected by the Indemnifying Party (which consent shall not be unreasonably withheld), unless legal action shall have been instituted against the Indemnified Party and the Indemnifying Party shall not have taken control of such suit within 15 days after notification thereof as provided herein. In connection with any claim giving rise to indemnification hereunder resulting from or arising out of any claim or legal proceeding by a person other than the Indemnified Party, the Indemnifying Party shall, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding without prejudice to the right of the Indemnifying Party thereafter to contest its obligation to indemnify the Indemnified Party in respect to the claims asserted therein. If the Indemnifying Party assumes the defense of any such mattersclaim or legal proceeding, the Indemnifying Party shall select counsel, the selection of which counsel shall be subject to the approval of the Indemnified Party, which approval shall not be unreasonably withheld, to conduct the defense in such claims and legal proceedings and at its sole cost and expense shall take all steps necessary in the defense or settlement thereof. The Indemnifying Party shall not consent to a settlement of, or the entry of any judgment arising from, any claim or legal proceeding, without the prior written consent of the Indemnified Party, unless the Indemnifying Party admits in writing its liability to hold the Indemnified Party harmless from and against any losses, damages, expenses and liabilities arising out of such settlement. The Indemnified Party shall be entitled to participate with the Indemnifying Party in such defense and also shall be entitled at its option to employ separate counsel for such defense at the expense of the Indemnified Party. In the event the Indemnifying Party does not accept the defense of the matter as provided above or in the event that the Indemnifying Party or its counsel fails to use reasonable care in maintaining such defense, the Indemnified Party shall have the full right at its option to defend against the liability or assertion and to employ counsel for such defense at the expense of the Indemnifying Party. All parties hereto will cooperate with each other in the defense of any such action with its own counsel and at its own expense. If the Indemnifying Party does not assume the defense of any such claim or litigation resulting therefrom in accordance with the terms hereof, the Indemnified Party may defend such claim or litigation in such a manner as it may deem appropriate, including settling such claim or litigation after giving notice of the same to the Indemnifying Party on such terms as the Indemnified Party may deem appropriate and any action by the Indemnified Party seeking indemnification from the Indemnifying Party in accordance with the provisions of this Section, the Indemnifying Party shall not be entitled to question the manner in which the Indemnified Party defended such claim or litigation or the amount or nature of any such settlement. In the event of a claim by a third party, the Indemnified Party shall cooperate with the Indemnifying Party in the defense of such action (including making a personal contact with the third party if deemed beneficial) and the relevant records of each party shall be made available to the others with respect to such defenseon a timely basis.

Defense Against Asserted Claims. If any claim or assertion of ------------------------------- liability is made or asserted by a third party against a party indemnified pursuant to this Article 8 ("Indemnified Party") based on any liability or absence of right obligation which, if established, would constitute a matter for which entitle the Indemnified indemnified Party would be entitled to indemnification by another party hereto an indemnifying Party pursuant to this Article ("the Indemnifying Party") ), the Indemnified Party shall with reasonable promptness give to the Indemnifying Party written notice of the claim or asserting assertion of liability and request the Indemnifying Party to defend the same. Failure so to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability which that the Indemnifying Party might have to the Indemnified Party unless such failure materially prejudices the Indemnifying Party's position. The Indemnifying Party shall have the right to defend against such liability or assertion, in which event the Indemnifying Party Party, shall give written notice to the Indemnified Party of the acceptance of the defense of such claim and the identity of counsel selected by the Indemnifying Party with respect to such matters. The Indemnified Party shall be entitled to participate with the Indemnifying Party in such defense and also shall be entitled at its option to employ separate counsel for such defense at the expense of the Indemnified Party. In the event the Indemnifying Party does not accept the defense of the matter as a provided above or in the event that the Indemnifying Party or its counsel fails to use reasonable care in maintaining such defense, the Indemnified Party shall have the full right at its option to defend against the liability or assertion and to employ counsel for such defense at the expense of the Indemnifying Party. All parties hereto Amway and Voice-Tel will cooperate with each other in the investigation and in the defense of any such action action, and the relevant records of each shall be available to the others other with respect to such defense.

Defense Against Asserted Claims. If any claim or assertion of liability is made or asserted by a third party against a party indemnified pursuant to this Article Section 8 ("Indemnified Party") based on any liability or absence of right which, if established, would constitute a matter for which the Indemnified Party would be entitled to indemnification by another party hereto ("the Indemnifying Party") the Indemnified Party shall with reasonable promptness give to the Indemnifying Party written notice of the claim or asserting of liability and request the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability which the Indemnifying Party might have to the Indemnified Party unless such failure materially prejudices the Indemnifying Party's position. The Indemnifying Party shall have the right to defend against such liability or assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of the acceptance of defense of such claim and the identity of counsel selected by the Indemnifying Party with respect to such matters. The Indemnified Party shall be entitled to participate with the Indemnifying Party in such defense and also shall be entitled at its option to employ separate counsel for such defense at the expense of the Indemnified Party. In the event the Indemnifying Party does not accept the defense of the matter as provided above or in the event that the Indemnifying Party or its counsel fails to use reasonable care in maintaining such defense, the Indemnified Party shall have the full right at its option to defend against the liability or assertion and to employ counsel for such defense at the expense of the Indemnifying Party. All parties hereto will cooperate with each other in the defense of any such action and the relevant records of each shall be available to the others with respect to such defense.

Defense Against Asserted Claims. If any claim or assertion of liability is made or asserted by a third party against a party entitled to be indemnified pursuant to this Article Section 8 ("an “Indemnified Party") based on any liability or absence of right which)”, if established, would constitute a matter for which the Indemnified Party would be entitled to indemnification by another party hereto ("the Indemnifying Party") the Indemnified Party shall with reasonable promptness and, in any event, no later than ten days prior to the time the response to such claim or assertion of Liability must be given, give to the other party (the “Indemnifying Party Party”) written notice of the claim or asserting assertion of liability Liability and request the Indemnifying Party to defend the same. Failure to so notify the The Indemnifying Party shall not relieve the Indemnifying Party of any liability which the Indemnifying Party might have to the Indemnified Party unless such failure materially prejudices shall, at the Indemnifying Party's position’s expense, assume the defense of such claim or assertion. The Indemnifying Indemnified Party shall have the right to defend against such liability or assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of the acceptance of defense of such claim and the identity of counsel selected by the Indemnifying Party with respect to such matters. The Indemnified Party shall be entitled to participate with the Indemnifying Party in such defense and also shall be entitled at its option to employ separate counsel for in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party. In Party unless (i) the event engagement thereof has been specifically authorized by the Indemnifying Party does not accept in writing, or (ii) the Indemnifying Party has failed to promptly assume the defense of the matter as provided above such action. The Indemnified Party shall not be permitted to enter into any settlement or in the event that compromise involving any action or relief other than money unless the Indemnifying Party or its counsel fails to use reasonable care in maintaining such defense, the Indemnified Party shall have the full right at its option to defend against the liability or assertion and to employ counsel for such defense at the expense been notified in writing of the Indemnifying Partyproposed settlement or compromise and shall have consented in writing thereto, which consent shall not be unreasonably withheld. All The parties hereto will cooperate with each other in the defense of any such action and the relevant records of each shall be available to the others other with respect to such defense.

Defense Against Asserted Claims. If any claim or assertion of liability is made or asserted by a third Any party against a party indemnified pursuant to this Article 8 seeking indemnification (the "Indemnified Party") based on any liability or absence of right which, if established, would constitute a matter for which the Indemnified Party would be entitled to indemnification by another party hereto ("the Indemnifying Party") the Indemnified Party shall with reasonable promptness give to the Indemnifying Party written notice of the claim or asserting of liability and request the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability which the Indemnifying Party might have to the Indemnified Party unless such failure materially prejudices the Indemnifying Party's position. The Indemnifying Party shall have the right to defend against such liability or assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party indemnifying party (the "Indemnifying Party") of the acceptance of defense of such claim facts and the identity of counsel selected by circumstances giving rise to any claim (the Indemnifying Party with respect to such matters"Notice"). The Indemnified Party shall be not settle or compromise any claim by a third party for which the Indemnified Party is entitled to participate with indemnification hereunder without the prior written consent of the Indemnifying Party in (which consent shall not be unreasonably withheld), unless legal action shall have been instituted against the Indemnified Party and the Indemnifying Party shall not have taken reasonable control of such defense and also shall be entitled at its option suit within fifteen (15) days after notification thereof as provided herein. In connection with any claim giving rise to employ separate counsel for such defense at the expense indemnification hereunder resulting from or arising out of any claim or legal proceeding by a person other than the Indemnified Party. In the event , the Indemnifying Party does not accept the defense of the matter as provided above or in the event that the Indemnifying Party or its counsel fails shall, upon written notice to use reasonable care in maintaining such defense, the Indemnified Party shall have the full right at its option to defend against the liability or assertion and to employ counsel for such defense at the expense of the Indemnifying Party. All parties hereto will cooperate with each other in , assume the defense of any such action and claim or legal proceeding without prejudice to the relevant records right of each the Indemnifying Party thereafter to contest its obligation to indemnify the Indemnified Party in respect to the claims asserted therein. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, the Indemnifying Party shall select counsel, the selection of which counsel shall be available subject to the others with respect approval of the Indemnified Party, which approval shall not be unreasonably withheld, to conduct the defense in such defense.claims and legal proceedings and at its sole cost and expense shall take all steps necessary in the defense or settlement thereof. The Indemnifying Party shall not consent to a settlement of, or the entry of any judgment arising from, any claim or legal proceeding, without the prior written consent of the Indemnified Party, unless the Indemnifying Party admits in writing its liability to hold the Indemnified Party harmless from and against any losses, damages, expenses and liabilities arising out of such

Defense Against Asserted Claims. If any claim or assertion of liability is made or asserted by a third party Third Party against a party indemnified pursuant to this Article 8 X (the - 70 - 71 "Indemnified Party") based on any liability or absence of right which), if established, would constitute a matter for which the Indemnified Party would shall, with reasonable promptness and, in any event, no later than ten (10) days prior to the time the response to such claim or assertion of liability must be entitled given, given to indemnification by another the other party hereto or parties, as applicable (the "the Indemnifying Party") the Indemnified Party shall with reasonable promptness give to the Indemnifying Party written notice of the claim or asserting assertion of liability and request the Indemnifying Party to defend against the sameclaim. Failure so to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability which the Indemnifying Party might have to the Indemnified Party unless such failure materially prejudices the Indemnifying Party's position. The Indemnifying Party shall have the right to defend against such liability or assertionthe claim, in which event the Indemnifying Party shall give written notice to the Indemnified Party of the acceptance of the defense of such claim and the identity identify of counsel selected by the Indemnifying Party with respect to such matters. The Indemnified Party shall be entitled to participate with the Indemnifying Party in such defense and also shall be entitled at its option to employ separate counsel for such defense at the expense of the Indemnified Party. In the event the Indemnifying Party does not accept the defense of the matter claim as provided above or in the event that the Indemnifying Party or its counsel fails to use reasonable care in maintaining such defensedefense or such defense is having a materially adverse effect on the Indemnified Party's business, the Indemnified Party Party, upon written notice to the Indemnifying Party, shall have the full right at its option to defend against the liability or assertion and to employ counsel for such defense at the expense of the Indemnifying Party. All The parties hereto will cooperate with each other in the defense of any such action and the relevant records and personnel of each shall be available to the others other with respect to such defense. Provided the Indemnifying Party accepts the defense of the matter, it shall not be liable for any settlement of any claim or action made without its consent, which consent shall not be unreasonably withheld.