Common use of Indemnification Claim Procedures Clause in Contracts

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise to a claim for indemnification (an “Indemnification Claim”) by any person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will promptly give notice to the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnitor may elect at any time to assume and thereafter conduct the defense of the Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must not be withheld unreasonably). Until an Indemnitor assumes the defense of the Indemnification Claim, the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten (10) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made with respect to such Indemnification Claim or any compromise or settlement of such Indemnification Claim effected by the Indemnified Party.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise to a claim for indemnification (an “Indemnification Claim”) by any person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will promptly give notice to the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnitor may elect at any time to assume and thereafter conduct the defense of the Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must not be withheld unreasonably). Until an Indemnitor assumes the defense of the Indemnification Claim, the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten (10) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made with respect to such Indemnification Claim or any compromise or settlement of such Indemnification Claim effected by the Indemnified Party.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise to a claim for indemnification (an “Indemnification Claim”) by any person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will promptly give written notice to the Indemnitor. Failure to notify Such notice will describe the Indemnitor Indemnification Claim in reasonable detail, will not relieve include copies of all material written evidence thereof and will indicate the Indemnitor estimated amount, if reasonably practicable, of any liability the Damages that it have been or may have to the Indemnified Party, except to the extent the defense of such Action is materially and irrevocably prejudiced be sustained by the Indemnified Party’s failure to give . In the event of a delay in the Indemnified Party providing such notice, the Indemnitor shall not be responsible for damages resulting from any such delay, including damages resulting from an inability to mitigate or a delay in mitigating damages. An Indemnitor may elect at any time to assume and thereafter conduct the defense of the Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must not be withheld unreasonably). Until an Indemnitor assumes the defense of the Indemnification Claim, the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten (10) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made with respect to such Indemnification Claim or any compromise or settlement of such Indemnification Claim effected by the Indemnified Party.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise Subject to the limitations set forth in Section 7.1, if an Indemnified Party wishes to make an indemnification claim under this Article VII, such Indemnified Party shall deliver a claim for indemnification written notice (an “Indemnification ClaimClaim Notice”) by any person entitled to indemnification under this Agreement the Stockholder Representative (each, an “Indemnified Party”with a copy to the Escrow Agent) against any person obligated to indemnify (or in the event an Indemnified Party elects to pursue such indemnification claim directly against an Indemnifying Party, to such Indemnifying Party directly) (i) stating that an “Indemnitor”), then such Indemnified Party will promptly give notice to the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability has paid, incurred, suffered or sustained, or reasonably anticipates that it may have pay, incur, suffer or sustain Losses, and (ii) specifying in reasonable detail the individual items of such Losses, the date each such item was paid, incurred, suffered or sustained, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related. Parent may update an Indemnification Claim Notice from time to time to reflect any new information discovered with respect to the Indemnified Partyclaim set forth in such Indemnification Claim Notice. Following the delivery of an Indemnification Claim Notice, except Parent shall provide the Stockholder Representative and its representatives and agents with such documents and records of the Second Merger Surviving Entity and its Subsidiaries as they may reasonably require, and reasonable access to such personnel or representatives of the Second Merger Surviving Entity (including but not limited to the extent individuals responsible for the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnitor may elect at any time to assume and thereafter conduct the defense matters that are subject of the Indemnification Claim with counsel Notice) as they may reasonably require, for the purposes of the Indemnitor’s choice reasonably satisfactory investigating or resolving any disputes or responding to the Indemnified Party; provided, however, that the Indemnitor will not approve of the entry of any judgment matters or enter into any settlement with respect to inquiries raised in the Indemnification Claim without the Indemnified Party’s prior written approval (which must not be withheld unreasonably). Until an Indemnitor assumes the defense of the Indemnification Claim, the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten (10) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made with respect to such Indemnification Claim or any compromise or settlement of such Indemnification Claim effected by the Indemnified PartyNotice.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise to a claim for indemnification (an “Indemnification Claim”) by any person Person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will promptly give written notice to the IndemnitorIndemnitor and provide the Indemnitor with all relevant information respecting such matter that is in the possession of the Indemnified Party. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnitor may elect at any time elect, by notice to the Indemnified Party within thirty (30) days to assume and thereafter conduct the defense of the any Action subject to any such Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory and to settle or compromise any such Action, and each Indemnified Party shall cooperate in all respects with the Indemnified Partyconduct of such defense by the Indemnitor and/or the settlement of such Action by the Indemnitor; provided, however, that the Indemnitor will not approve of the entry of any judgment or order or enter into any settlement or compromise with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must not be unreasonably withheld unreasonablyor delayed). Until an Indemnitor assumes the defense of the Indemnification Claim, the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten thirty (1030) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of the Action or Actions subject to such Indemnification Claim and thereafter promptly assume assumes such defense, then the Indemnitor Indemnified Party may conduct the defense of such Action; provided, however, that the Indemnified Party will be bound by not agree to the entry of any judicial determination made judgment or enter into any settlement or compromise with respect to the Action or Actions subject to any such Indemnification Claim or without the prior written consent of the Indemnitor (which consent shall not be unreasonably withheld). A claim for any compromise or settlement of such matter not involving a third party may be asserted by written notice to the Party from whom indemnification is sought; provided, however, that any Indemnification Claim effected by in respect of any actual or alleged breach of representation or warranty contained herein must be asserted prior to the Indemnified PartySurvival Expiration Date.

Indemnification Claim Procedures. (a) If In the event that any Action is commenced shall be instituted or threatened that may give rise to a claim for indemnification (an “Indemnification Claim”) asserted by any person entitled to third party in respect of which indemnification may be sought under this Agreement Article VI (each, an a “Indemnified Party”) against any person obligated to indemnify an Indemnified Third Party (an “IndemnitorClaim”), then such the Indemnified Party will shall promptly give cause written notice of the assertion of any Third Party Claim of which it has knowledge that is covered by this Article VI to be forwarded to the Indemnitor. Failure The failure of the Indemnified Party to notify the Indemnitor will not relieve the Indemnitor give reasonably prompt notice of any liability that it may have to Third Party Claim shall not release, waive or otherwise affect the Indemnitor’s obligations and the Indemnified Party, ’s right to indemnification with respect thereto except to the extent that the defense Indemnitor can demonstrate actual loss and irrevocable prejudice to the Indemnitor as a result of such Action is materially and irrevocably prejudiced by failure. The Indemnitor shall have the Indemnified Party’s failure right, at its sole expense, to give such notice. An Indemnitor may elect at any time to assume and thereafter conduct the defense of the Indemnification Claim with engage counsel of the Indemnitor’s choice its choice, which counsel must be reasonably satisfactory to the Indemnified Party; provided, howeverto defend against, negotiate, settle or otherwise deal with any Third Party Claim that relates to any Damages indemnified against hereunder, provided the Indemnitor will shall not approve have the right to defend, negotiate, settle or otherwise deal with any Third Party Claim that: (i) seeks non-monetary damages of any type or nature, (ii) involves criminal conduct; (iii) involves Intellectual Property; (v) involves customers or suppliers of the entry of any judgment Company or enter into any settlement with respect Parent (to the Indemnification Claim without extent the Indemnified Indemnitor is a Seller Party’s prior written approval ); or (which must not be withheld unreasonablyvi) involves employees of the Company or Parent (or any of the direct or indirect subsidiaries) (to the extent the Indemnitor is a Seller Party). Until an If the Indemnitor assumes the defense elects to defend against, negotiate, settle or otherwise deal with any Third Party Claim that relates to any Damages indemnified by it hereunder, it shall within fifteen (15) days of its receipt of notice of the Indemnification Claim, Third Party Claim notify the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriateof its intent to do so. If the Indemnified Indemnitor elects not to defend against, negotiate, settle or otherwise deal with any Third Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does notthat relates to any Damages indemnified against hereunder, within ten (10) days after such notice is given, give fails to provide timely notice to the Indemnified Party of its election to defend as herein provided or contests its obligation to indemnify the Indemnified Party for such Damages under this Agreement, the Indemnified Party may defend against, negotiate, settle or otherwise deal with such Third Party Claim. If the Seller Indemnified Parties defend any Third Party Claim, then the Stockholders’ Representative shall direct set-off of the Promissory Note to reimburse, the Seller Indemnified Party for the reasonable expenses of defending such Third Party Claim upon submission to the Seller’s Representative of periodic bills. If the Indemnitor shall assume the defense of any Third Party Claim, the Indemnified Party may participate, at his, her or its own expense, in the defense of such Indemnification Claim Third Party Claim; provided, however, that such Indemnified Party shall be entitled to participate in any such defense with separate counsel (and thereafter promptly assume such defense, then to have the Indemnitor will direct the reimbursement of the Indemnified Party (either in cash, if the Indemnified Party is a Parent Indemnified Party or through set-off of the Promissory Note if the Indemnified Party is a Seller Indemnified Party) and similarly reimburse the Indemnified Party for any fees or expenses incurred in respect of such separate counsel) if (i) so requested by the Indemnitor to participate or (ii) in the reasonable opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between the Indemnified Parties and the Indemnitor that would make such separate representation advisable; and provided, further, that the Indemnitor shall not be bound by required to pay or authorize payment for more than one such counsel in any judicial determination made jurisdiction for all indemnified parties in connection with respect any Third Party Claim. Notwithstanding anything in this Section 6.4 to the contrary, (A) if the Indemnitor has assumed the defense of any Third Party Claim as provided in this Agreement, it shall not consent to a settlement of, or the entry of any judgment arising from, any such Indemnification Third Party Claim or without the Indemnified Party’s prior written consent; and (B) the Indemnitor shall not, without the Indemnified Party’s prior written consent, enter into any compromise or settlement that (i) commits the Indemnified Party to take, or to forbear to take, any action or (ii) does not provide for a complete release by such third party of such Indemnification Claim effected by the Indemnified Party. Notwithstanding anything in this Section 6.4 to the contrary, (A) the Indemnified Party shall have the sole and exclusive right to settle any Third Party Claim, on such terms and conditions as it deems reasonably appropriate, to the extent such Third Party Claim involves equitable or other nonmonetary relief against the Indemnified Party; and (B) the Indemnified Party shall have the right to settle any Third Party Claim involving money damages for which the Indemnified Party Indemnitor has not assumed the defense pursuant to this Section 6.4, with the written consent of the Indemnifying Party (which consent shall not be unreasonably conditioned, delayed or withheld).

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise to a claim for indemnification (an “Indemnification Claim”) by any person Person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person Person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will promptly give written notice to the Indemnitor. Failure to timely notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to timely give such notice. An Indemnitor may elect at any time to assume and thereafter conduct the defense of the Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must not be withheld withheld, delayed or conditioned unreasonably). Until an Indemnitor assumes the defense of the Indemnification Claim, the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten (10) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made with respect to such Indemnification Claim or any compromise or settlement of such Indemnification Claim effected by the Indemnified Party.

Indemnification Claim Procedures. (aA) If any Action is threatened or commenced or threatened that may give rise to a claim for indemnification (an “Indemnification Claim”) by any person party entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person party obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will promptly give notice to the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnitor may elect at any time to assume and thereafter conduct the defense of the Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement with respect to the Indemnification Claim without the Indemnified Party’s prior written approval, which approval (which must shall not be withheld unreasonably)unreasonably withheld. Until an Indemnitor assumes the defense of the Indemnification Claim, the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten (10) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made with respect to such Indemnification Claim or any compromise or settlement of such Indemnification Claim effected by the Indemnified Party.

Indemnification Claim Procedures. (a) If any Action action is commenced or threatened that may give rise to a claim for indemnification (an “Indemnification Claim”) by any person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will promptly give notice to the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent the defense of such Action action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnitor may elect at any time to assume and thereafter conduct the defense of the Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must not be withheld unreasonably). Until an Indemnitor assumes the defense of the Indemnification Claim, the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten (10) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made with respect to such Indemnification Claim or any compromise or settlement of such Indemnification Claim effected by the Indemnified Party.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise to a claim for indemnification (an “Indemnification Claim”) by any person Person entitled to indemnification under this Agreement (each, an “Indemnified PartyPerson”) against any person Person obligated to indemnify an Indemnified Party Person (an “Indemnitor”), then such Indemnified Party Person will promptly give written notice to the IndemnitorIndemnitor of such Indemnification Claim including a description thereof in reasonable detail sufficient for Indemnitor to assess whether such claim is a valid Indemnification Claim (an “Indemnification Notice”). Failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to the Indemnified PartyPerson, except to the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified PartyPerson’s failure to give such notice. An In the event of an Indemnification Claim that arises out of the claim of any third party, an Indemnitor may elect at any time to assume and thereafter conduct the defense of the Indemnification Claim Claim, at the Indemnitor’s expense, with counsel of the Indemnitor’s choice reasonably satisfactory to the Indemnified Party; providedPerson. Until an Indemnitor assumes the defense of such Indemnification Claim, howeverthe Indemnified Person may defend against the Indemnification Claim in any manner the Indemnified Person reasonably may deem appropriate and the reasonable costs of such defense shall be borne by the Indemnitor and shall be deemed Damages hereunder. In the event an Indemnitor assumed the defense of any Indemnification Claim, that the such Indemnitor will not approve of the entry of any judgment or enter into any settlement with respect to the Indemnification Claim without the Indemnified PartyPerson’s prior written approval (consent. Each party to this Agreement hereby consents to the non-exclusive jurisdiction of any Governmental Authority, arbitrator, or mediator in which must not be withheld unreasonably). Until an Indemnitor assumes the defense Action is brought against any Indemnified Party for purposes of the any Indemnification Claim, the Claim that an Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten (10) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made have under this Agreement with respect to such Indemnification Claim Action or any compromise or settlement of the matters alleged therein, and agrees that process may be served on such Indemnification Claim effected by party with respect to such claim anywhere in the Indemnified Partyworld.

Indemnification Claim Procedures. (a) If Whenever any claim shall arise for indemnification hereunder, the Indemnified Party shall promptly provide written notice of such claim to the Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a Person who is commenced or threatened that may give rise not a party to a claim for indemnification (an “Indemnification Claim”) by any person entitled to indemnification under this Agreement (eachAgreement, an “Indemnified the Indemnifying Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will promptly give at its sole cost and expense and upon written notice to the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent may assume the defense of any such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnitor may elect at any time to assume and thereafter conduct the defense of the Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory to the Indemnified Party; provided, however, that . The Indemnified Party shall be entitled to participate in the Indemnitor will not approve of the entry defense of any judgment or enter into such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to the Indemnification Claim any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s 's prior written approval consent (which must consent shall not be withheld unreasonablyunreasonably withheld, conditioned or delayed). Until an Indemnitor assumes the defense of the Indemnification Claim, the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten (10) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made with respect to such Indemnification Claim or any compromise or settlement of such Indemnification Claim effected by the Indemnified Party.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened in which any Indemnified Party is a party that may give rise to a claim for indemnification against any Indemnitor under Sections 8.2 or 8.3 (an “Indemnification Claim”) by any person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will must promptly give notice to the Indemnitor. Failure The failure to notify give such notice shall not affect whether an Indemnitor is liable for reimbursement hereunder unless such failure has resulted in the loss of material substantive rights with respect to the Indemnitor’s ability to defend such Indemnification Claim, and then only to the extent of such loss. The Indemnitor shall have the right to contest and defend against an Indemnification Claim. Notice of the intention to so contest and defend must be given by the Indemnitor will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent the defense of such Action is materially and irrevocably prejudiced by Party within 20 business days after the Indemnified Party’s failure notice of such Indemnification Claim. Such contest and defense must be conducted by reputable attorneys employed by the Indemnitor and approved by the Indemnified Party (which approval shall not be unreasonably withheld or delayed). The Indemnified Party will be entitled, at its own cost and expense (which expense will not constitute Damages unless the Indemnified Party reasonably determines that the Indemnitor is not adequately representing or, because of a conflict of interest, may not adequately represent, the interests of the Indemnified Parties, and has provided the Indemnitor with notice of such determination, and then only to give the extent that such noticeexpenses are reasonable), to participate in such contest and defense and to be represented by attorneys of its or their own choosing. An If the Indemnified Party elects to participate in such defense, the Indemnified Party shall cooperate with the Indemnitor in the conduct of such defense. Neither the Indemnified Party nor the Indemnitor may elect at concede, settle or compromise any time Indemnification Claim without the consent of the other party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, if the Indemnitor fails to acknowledge in writing its obligation to provide indemnification in respect of such Indemnification Claim, to assume and thereafter conduct the defense of the Indemnification Claim thereof with counsel of the Indemnitor’s choice reasonably satisfactory to the Indemnified Party; providedParty or to diligently contest and defend such Indemnification Claim, howeverthen the Indemnified Party alone shall be entitled to contest, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement with respect to the defend and settle such Indemnification Claim without in the first instance (in which case, all expenses incurred in connection therewith will constitute Damages) and, only if the Indemnified Party’s prior written approval (which must Party chooses not be withheld unreasonably). Until an Indemnitor assumes the defense of the to contest, defend or settle such Indemnification Claim, the Indemnified Party may Indemnitor shall then have the right to contest and defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten (10but not settle) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and thereafter promptly assume such defense, then at the Indemnitor will be bound by any judicial determination made with respect to such Indemnification Claim or any compromise or settlement of such Indemnification Claim effected by the Indemnified PartyIndemnitor’s expense.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise to a claim for indemnification (an “Indemnification Claim”) by any person Person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will promptly give notice to the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnitor may elect at any time to assume and thereafter conduct the defense of the any Action subject to any such Indemnification Claim with counsel of the Indemnitor’s choice and to settle or compromise any such Action, and each Indemnified Party shall reasonably satisfactory to cooperate with the Indemnified Partyconduct of such defense by the Indemnitor and/or the settlement of such Action by the Indemnitor; provided, however, that the Indemnitor (i) may not assume the defense of any Action unless such Indemnitor first provides written notice to the Indemnified Party that the Indemnitor would be liable under the provisions hereof for indemnity in the amount of such Indemnification Claim if such Indemnification Claim were valid and that the Indemnitor disputes and intends to defend against such Indemnification Claim at the Indemnitor’s own cost and expense and (ii) will not approve of the entry of any judgment or enter into any settlement or compromise with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must not be unreasonably withheld unreasonablyor delayed), unless the terms of such settlement provide for a complete release of the claims that are the subject of such Action in favor of the Indemnified Party. Until Notwithstanding any of the foregoing, the Indemnitor shall not have the right to assume control of the defense, and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party, if the third party claim which such Indemnitor seeks to assume control of: (i) seeks non-monetary relief; (ii) involves criminal or quasi-criminal allegations; (iii) is one in which an Indemnitor assumes the defense of the Indemnification Claim, and the Indemnified Party may defend against are both named in the Indemnification Claim in any manner complaint, and joint representation by the same counsel would be inappropriate under applicable standards of ethical conduct; (iv) could reasonably be expected to adversely affect the Taxes of the Business acquired by Acquiror hereunder for a taxable period (or portion thereof) beginning after the Closing Date; or (v) involves a claim for which an adverse determination would have a material and adverse effect on the Indemnified Party reasonably deems appropriateParty’s reputation or future business prospects. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten (10) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of the Action or Actions subject to such Indemnification Claim and thereafter promptly assume assumes such defense, then the Indemnitor Indemnified Party may conduct the defense of such Action; provided, however, that the Indemnified Party will be bound by not agree to the entry of any judicial determination made judgment or enter into any settlement or compromise with respect to the Action or Actions subject to any such Indemnification Claim or without the prior written consent of the Indemnitor (which consent shall not be unreasonably withheld). A claim for any compromise or settlement of such matter not involving a third party may be asserted by written notice to the party from whom indemnification is sought; provided, however, that any Indemnification Claim effected by in respect of any actual or alleged breach of representation, warranty, covenant or agreement contained herein must be asserted prior to the Indemnified Partyexpiration of the survival period provided for in Section 12.1.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise Subject to the limitations set forth in Section 7.1, if an Indemnified Party wishes to make an indemnification claim under this Article VII, such Indemnified Party shall deliver a claim for indemnification written notice (an “Indemnification ClaimClaim Notice”) by any person entitled to indemnification under this Agreement (eachthe Responsible Party stating to the extent reasonably practicable, an “Indemnified Party”) against any person obligated the anticipated Losses, the basis for such anticipated liability, and, if applicable, the nature of the misrepresentation, breach of warranty or covenant to indemnify an which such item is related. The Indemnified Party may update an Indemnification Claim Notice from time to time to reflect any new information discovered with respect to the claim set forth in such Indemnification Claim Notice. (b) If the Responsible Party shall not object in writing within the forty-five (45)-day period after receipt of an Indemnification Claim Notice by delivery of a written notice of objection containing a reasonably detailed description of the facts and circumstances supporting an objection to the applicable indemnification claim (an “IndemnitorIndemnification Claim Objection Notice”), such failure to so object shall be an irrevocable acknowledgment by Responsible Party that the Indemnified Party is entitled to the full amount of the claim for Losses set forth in such Indemnification Claim Notice subject to the limitations set forth in Section 7.3. In such event, the Indemnified Party, if such Indemnified Party is a Parent Indemnified Party, will be entitled to retain, pursuant to Section 7.3(e) or, if the Parent Indemnified Party is a Person other than Parent, release to the applicable Parent Indemnified Party, from Holdback Amount, the amount of Losses set forth in such Indemnification Claim Notice. Subject to the limitations of Section 7.3, if any Indemnifying Party is required to satisfy any amount, in whole or in part, in accordance with an Indemnification Claim Notice (other than through a retention and, if applicable, release of from the Holdback Amount), then such Indemnified Indemnifying Party will promptly give notice to the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnitor may elect at any time to assume and thereafter conduct the defense of the Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must not be withheld unreasonably). Until an Indemnitor assumes the defense of the Indemnification Claim, the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does notshall, within ten (10) days after such notice is givenBusiness Days following the expiration date of the right of the Responsible Party to make an Indemnification Claim Objection Notice, give notice pay to the Indemnified Party, such amount. (c) In the event that the Responsible Party of its election to assume the defense shall deliver an Indemnification Claim Objection Notice in accordance with Section 7.4(b) within thirty (30) days after delivery of such Indemnification Claim Notice, the Responsible Party and thereafter promptly assume such defense, then Indemnified Party shall attempt in good faith to agree upon the Indemnitor will be bound by any judicial determination made rights of the respective parties with respect to each of such claims, subject to the limitations set forth in Section 7.3. In such event, Indemnified Party, if such Indemnified Party is a Parent Indemnified Party, will be entitled to retain, pursuant to Section 7.3(e) and, if the Parent Indemnified Party is a Person other than Parent, release to the applicable Parent Indemnified Party from Holdback Amount the amount of Losses agreed upon by the Indemnified Party and the Responsible Party, if any, documented in a memorandum. Subject to the limitations of Section 7.3, if any Indemnifying Party is required, pursuant to this Agreement, to satisfy any amount, in whole or in part, in accordance with such memorandum (other than through a retention and, if applicable, release of from the Holdback Amount), then such Indemnifying Party shall, within ten (10) Business Days following the date of such memorandum pay to the Indemnified Party, such amount. (d) In the event that the Responsible Party delivers an Indemnification Claim or any compromise or settlement Objection Notice in accordance with Section 7.4(b) within thirty (30) days after delivery of such Indemnification Claim effected by Notice, the Indemnified Party and the Responsible Party shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims, subject to the limitations set forth in Section 7.3. If, within thirty (30) days after delivery of an Indemnification Claim Objection Notice, no such agreement can be reached after good faith negotiation, such dispute may be resolved by a court of competent jurisdiction (subject to Section 8.13). In such event, Indemnified Party., if such Indemnified Party is a Parent Indemnified Party, will be entitled to retain, pursuant to Section 7.3(e) and, if the Parent Indemnified Party

Indemnification Claim Procedures. (a) If any Action Proceeding is commenced or threatened or Losses are incurred that may give rise to a claim for indemnification (an “Indemnification Claim”) by any person Person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will promptly give notice to the Indemnitor. Failure The notice shall describe in reasonable detail the facts known to notify the Indemnified Party giving rise to such Indemnification Claim and the amount or good faith estimate of the amount arising therefrom. The failure of the Indemnified Party to provide prompt notice of any Indemnification Claim to the Indemnitor will not relieve the Indemnitor of any liability Liability that it may have to the Indemnified Party, Party except to the extent the defense of any such Action Proceeding is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnitor may elect at any time to assume and thereafter conduct the defense of the any Proceeding subject to any such Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory and to settle or compromise any such Proceeding, and each Indemnified Party shall cooperate in all respects with the Indemnified Partyconduct of such defense by the Indemnitor and/or the settlement of such Proceeding by the Indemnitor; provided, however, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement or compromise with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must shall not be unreasonably withheld unreasonablyor delayed). Until an Indemnitor assumes the defense , unless (a) there is no finding or admission of any violation of Laws or any violation of the Indemnification Claimrights of any Person and no effect on any other claims that may be made against the Indemnified Party, (b) the sole relief provided is monetary damages that are paid in full by the Indemnitor, and (c) there is an unconditional release of the Indemnified Party may defend against from all Liability or obligation with respect to the Indemnification Claim claims asserted in any manner the Indemnified Party reasonably deems appropriatesuch Proceeding. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten sixty (1060) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of the Proceeding or Proceedings subject to such Indemnification Claim and thereafter promptly assume such defenseClaim, then the Indemnitor Indemnified Party may conduct the defense of such Proceeding; provided, however, that the Indemnified Party will be bound by not approve of the entry of any judicial determination made judgment or enter into any settlement or compromise with respect to such the Indemnification Claim without the Indemnitor’s prior written approval (which shall not be unreasonably withheld or delayed). A claim for any compromise or settlement matter not involving a Third Party may be asserted by written notice to the party from whom indemnification is sought; provided, however, that any assertion of such an Indemnification Claim effected by shall be subject to the Indemnified Partylimitations as to time set forth in this Agreement.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise to a claim for indemnification (an “Indemnification Claim”) by any person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Each Indemnified Party (an “Indemnitor”), then shall notify the Indemnitor in writing of any action against such Indemnified Party will in respect of which the Indemnitor is or may be obligated to provide indemnification on account of SECTION 9.2 or SECTION 9.3 promptly give after the receipt of notice to of the Indemnitorcommencement thereof. Failure The omission of any Indemnified Party to notify the an Indemnitor will of any such action shall not relieve the Indemnitor of from any liability that it which the Indemnitor may have to the such Indemnified Party, Party except to the extent the defense of such Action is Indemnitor shall have been materially and irrevocably prejudiced by the omission of such Indemnified Party’s failure Party to give so notify the Indemnitor pursuant to this SECTION 9.4. In case any such notice. An action shall be brought against any Indemnified Party and it shall notify the Indemnitor of the commencement thereof, the Indemnitor shall be entitled to participate therein and, to the extent that the Indemnitor may elect at any time wish, to assume and thereafter conduct the defense of the Indemnification Claim thereof, with counsel of the Indemnitor’s choice reasonably satisfactory to the such Indemnified Party, and after notice from the Indemnitor to such Indemnified Party of its election to so assume the defense thereof, the Indemnitor will not be liable to such Indemnified Party under SECTION 9.2 or SECTION 9.3 for any legal or other expense subsequently incurred by such Indemnified Party in connection with such defense thereof nor for any settlement thereof entered into without the consent of the Indenmnitor; provided, however, that (i) if the Indemnitor will shall elect not approve of the entry of any judgment or enter into any settlement with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must not be withheld unreasonably). Until an Indemnitor assumes the defense of the Indemnification Claim, the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten (10) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim claim or action or (ii) if the Indemnified Party reasonably determines (x) that there may be a conflict between the positions of the Indemnitor and thereafter promptly assume of the Indemnified Party in defending such claim or action or (y) that there may be legal defenses available to such Indemnified Party different from or in addition to those available to the Indemnitor, then separate counsel for the Indemnified Party shall be entitled to participate in and conduct the defense, then in the case of (i) and (ii)(x), or such different defenses, in the case of (ii)(y), and the Indemnitor will shall be bound by liable for any judicial determination made with respect to such Indemnification Claim reasonable legal or any compromise or settlement of such Indemnification Claim effected other expenses incurred by the Indemnified PartyParty in connection with the defense.

Indemnification Claim Procedures. Promptly after either party hereto has knowledge or receives notice of any Claim or Loss for which indemnification with respect thereto will be sought against any party obligated to provide indemnification under Section 10.2 or 10.4 above (athe "Indemnifying Party"), such party (the "Indemnitee") If any Action is commenced shall give the Indemnifying Party written notice of such Claim or threatened that may give Loss, setting forth specifically the facts giving rise to to, or alleged as a claim for indemnification (an “Indemnification Claim”) basis for, such Claim or Loss, the amount of liability asserted, and accompanied by any person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will promptly give notice to the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent the defense documentation of such Action is materially Claim or Loss. The Indemnifying Party shall have the right to compromise or defend, at its own expense and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnitor may elect at any time to assume and thereafter conduct the defense of the Indemnification Claim with counsel of the Indemnitor’s choice its own choosing reasonably satisfactory to the Indemnified Party; providedIndemnitee, however, that any such Claim or Loss. Such notice and the Indemnitor will not approve opportunity to compromise or defend shall be a condition precedent to any liability of the entry Indemnifying Party hereunder. If the Indemnifying Party shall undertake to compromise or defend any such action or proceeding or asserted liability, it shall promptly notify the Indemnitee, who shall cooperate with the Indemnifying Party and its counsel in such defense against any asserted third party liability, including, but not limited to, furnishing the Indemnifying Party with any books, records or information reasonably requested, which is in the possession of any judgment or enter the Indemnitee. The Indemnifying Party shall obtain the prior written approval of the Indemnitee before entering into any settlement with of such Claim or ceasing to defend against such Claim, such approval not to be unreasonably withheld or delayed, if (i) as a result of such settlement or ceasing to defend, injunctive or other equitable relief would be imposed against the Indemnitee or the Assets or (ii) in the case of a settlement, the Indemnitee would not thereby receive from the claimant an unconditional release from all further liability in respect to of such Claim. After the Indemnification Claim without Indemnifying Party has undertaken defense of any such asserted liability, the Indemnified Party’s prior written approval (which must Indemnifying Party shall not be withheld unreasonably)liable for any additional legal expenses incurred by the Indemnitee in connection with such matter. Until an Indemnitor assumes the defense Any Claim or Loss for indemnification as a consequence of a Seller Default or a Purchaser Default shall be in writing, accompanied by a summary description of the Indemnification basis of the Claim, the Indemnified Party may defend against asserted amount of damages of the Indemnification Claim Indemnitee, and such documentary or other evidence underlying the claim as is then possessed by the Indemnitee. The parties shall proceed in good faith to attempt to resolve any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice question of an Indemnification Claim liability and the Indemnitor does notamount, within ten (10) days after such notice is givenif any, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and thereafter damages thereby occasioned, as promptly assume such defense, then the Indemnitor will be bound by any judicial determination made with respect to such Indemnification Claim or any compromise or settlement of such Indemnification Claim effected by the Indemnified Partyas possible.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise to a claim for indemnification (an “Indemnification Claim”) by any person Person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person Person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will promptly give notice to the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnitor may elect at any time to assume and thereafter conduct the defense of the any Action subject to any such Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory to the Indemnified PartyParty and to settle or compromise any such Action; provided, however, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement or compromise with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must not be unreasonably withheld unreasonablyor delayed, provided that it will not be deemed to be unreasonable for an Indemnified Party to withhold its consent if such judgment or settlement includes any finding of or admission of any violation of any law, order or permit). Until an Indemnitor assumes the defense of the Indemnification Claim, the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten thirty (1030) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of the Action or Actions subject to such Indemnification Claim and thereafter promptly assume assumes such defense, then the Indemnitor will be bound by any judicial determination made with respect to the Action or Actions subject to such Indemnification Claim or any compromise or settlement of the Action or Actions subject to such Indemnification Claim effected by the Indemnified Party; provided, however, that the Indemnified Party will not agree to the entry of any judgment or enter into any settlement or compromise with respect to the Action or Actions subject to any such Indemnification Claim without the prior written consent of the Indemnitor (which consent shall not be unreasonably withheld). A claim for any matter not involving a third party may be asserted by written notice to the Party from whom indemnification is sought; provided, however, that any Indemnification Claim in respect of any actual or alleged breach of representation, warranty, covenant or agreement contained herein must be asserted prior to the expiration of the survival period provided for in Section 12.1. To the extent the defense of any Action subject to any Indemnification Claim is assumed by the Holder Representative as the Indemnitor, the costs and expenses of such defense shall be paid from the Indemnification Escrow Amount and Acquiror, the Company and the Holder Representative shall instruct the Escrow Agent to disburse such portion of the Indemnification Escrow Amount as is reasonably requested in writing by the Holder Representative to pay such costs and expenses.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise to a claim for indemnification (an “Indemnification Claim”) by any person entitled to indemnification under this Agreement (each, an “a Seller Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Seller Indemnified Party will promptly give notice to the IndemnitorBuyer. Failure to notify the Indemnitor Buyer will not relieve the Indemnitor Buyer of any liability that it may have to the Seller Indemnified Party, except to the extent the defense of such Action is materially and irrevocably prejudiced by the Seller Indemnified Party’s failure to give such notice. An Indemnitor Buyer may elect at any time elect, its sole cost and expense, to assume and thereafter conduct the defense of the Indemnification Claim with counsel of the IndemnitorBuyer’s choice reasonably satisfactory to the Seller Indemnified Party; provided, however, that Buyer shall have acknowledged in writing Buyer’s unqualified obligation to indemnify the Indemnitor Seller Indemnified Parties as provided hereunder; and provided, further than Buyer will not approve of the entry of any judgment or enter into any settlement or other resolution with respect to the Indemnification Claim without the Seller Indemnified Party’s Parties’ prior written approval (which must may not be withheld unreasonably). Until an Indemnitor Buyer assumes the defense of the Indemnification Claim, the Seller Indemnified Party may defend against defend, negotiate, settle or otherwise deal with the Indemnification Claim in any manner the Seller Indemnified Party reasonably deems appropriate. If the Buyer shall assume the defense of any Indemnification Claim, a Seller Indemnified Party may participate, at his or its own expense, in the defense of such Indemnification Claim; provided, however, that such Seller Indemnified Party shall be entitled to participate in any such defense with separate counsel at the expense of the Buyer if (i) so requested by the Buyer to participate or (ii) in the reasonable opinion of counsel to the Buyer, a conflict or potential conflict exists between the Seller Indemnified Party and the Buyer that would make such separate representation advisable; and provided, further, that the Buyer shall not be required to pay for more than one such counsel (plus any appropriate local counsel) for all Seller Indemnified Parties in connection with any such Indemnification Claim. The Parties hereto agree to provide reasonable access to the other to such documents and information as may be reasonably requested in connection with the defense, negotiation or settlement of any such Indemnification Claim. Notwithstanding anything contained in this Section 5.4 to the contrary, the Buyer shall not without the written consent of the Seller Indemnified Party, settle or compromise any Indemnification Claim or permit a default or consent to entry of any judgment unless the claimant or claimants and Buyer provide to the Seller Indemnified Party an unqualified release from all liability in respect of such Indemnification Claim. After any final decision, judgment or award shall have been rendered by the applicable Governmental Body of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, or the Seller Indemnified Party and Buyer shall have reached an agreement, in each case with respect to an Indemnification Claim hereunder, the Seller Indemnified Party shall forward to the Buyer notice of any sums due and owing by the Buyer pursuant to this Section 5.4 with respect to such matter and Buyer shall pay all of such sums so due and owing to the Seller Indemnified Party in accordance with Section 5.4(a) by wire transfer of immediately available funds within five (5) business days after the date of such notice. If the Seller Indemnified Party gives an Indemnitor Buyer notice of an Indemnification Claim and the Indemnitor Buyer does not, within ten (10) days after such notice is given, give notice to the Seller Indemnified Party of its election to assume the defense of such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor Buyer will be bound by any judicial determination made with respect to such Indemnification Claim or any compromise or settlement of such Indemnification Claim effected by the Seller Indemnified Party. **** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended, and the Commission’s rules and regulations promulgated under the Freedom of Information Act, pursuant to a request for confidential treatment. Confidential treatment has been requested with respect to the omitted portions.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened in which any Indemnified Party is a party that may give rise to a claim for indemnification against any Indemnitor under SECTIONS 8.2 or 8.3 (an “Indemnification Claim”) by any person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”"INDEMNIFICATION CLAIM"), then such Indemnified Party will shall promptly give notice to the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s The failure to give such noticenotice shall not affect whether an Indemnitor is liable for reimbursement hereunder unless such failure has resulted in the loss of material substantive rights with respect to the Indemnitor's ability to defend such Indemnification claim. An The Indemnitor may elect contest and defend such Indemnification Claim so long as the Indemnitor: (i) has a reasonable basis for concluding that such defense may be successful, (ii) diligently contests and defends such Indemnification Claim, and (iii) acknowledges in writing that it is obligated to provide indemnification with respect to such Indemnification Claim. Notice of the intention to so contest and defend shall be given by the Indemnitor to the Indemnified Party within 20 business days after the Indemnified Party's notice of such Indemnification Claim (but, in all events, at least 30 business days prior to the date that an answer to such Indemnification Claim is due to be filed). Such contest and defense shall be conducted by reputable attorneys employed by the Indemnitor and approved by the Indemnified Party (which approval will not be unreasonably withheld or delayed). The Indemnified Party shall be entitled, at its own cost and expense (which expense shall not constitute Damages unless the Indemnified Party reasonably determines that the Indemnitor is not adequately representing or, because of a conflict of interest, may not adequately represent, the interests of the Indemnified Parties, and has provided the Indemnitor with notice of such determination, and then only to the extent that such expenses are reasonable), to participate in such contest and defense and to be represented by attorneys of its or their own choosing. If the Indemnified Party elects to participate in such defense, the Indemnified Party will cooperate with the Indemnitor in the conduct of such defense. Neither the Indemnified Party nor the Indemnitor may concede, settle or compromise any time Indemnification Claim without the consent of the other party, which consent will not be unreasonably withheld or delayed in light of all factors of importance to such party. Notwithstanding the foregoing, if the Indemnitor fails to acknowledge in writing its obligation to provide indemnification in respect of such Indemnification Claim, to assume and thereafter conduct the defense of the Indemnification Claim thereof with counsel of the Indemnitor’s choice reasonably satisfactory to the Indemnified Party; providedParty or to diligently contest and defend such Indemnification Claim, howeverthen the Indemnified Party alone shall be entitled to contest, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement with respect to the defend and settle such Indemnification Claim without in the first instance (in which case, all expenses incurred in connection therewith shall constitute Damages) and, only if the Indemnified Party’s prior written approval (which must Party chooses not be withheld unreasonably). Until an Indemnitor assumes the defense of the to contest, defend or settle such Indemnification Claim, the Indemnified Party may Indemnitor shall then have the right to contest and defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten (10but not settle) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made with respect to such Indemnification Claim or any compromise or settlement of such Indemnification Claim effected by the Indemnified PartyClaim.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise to a claim for indemnification (an “Indemnification Claim”) by any person Person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person Person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will promptly give notice to the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability Liability that it may have to the Indemnified Party, except to the extent the defense of Indemnitor’s ability to remedy, contest, defend or settle such Action Indemnification Claim is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnitor may elect at any time to assume and thereafter conduct the defense of the Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory to the Indemnified Party; provided, however, that the The Indemnitor will not approve of the entry of any judgment or enter into any settlement with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must not be withheld or delayed unreasonably). Until an Indemnitor assumes the defense of the Indemnification Claim, the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten twenty (1020) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made with respect to Indemnified Party can defend such Indemnification Claim or any compromise or settlement with the costs to be paid by the Indemnitor in accordance with this Section 13 Upon receipt of the Indemnification Claim, the Indemnitor will have the right to defend such Indemnification Claim effected by with counsel reasonably satisfactory to the Indemnified Party; provided, however, that (i) the Indemnitor notifies the Indemnified Party in writing within fifteen (15) days after receipt of the Indemnification Claim that the Indemnitor will indemnify the Indemnified Party from and against the entirety of any indemnifiable Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Indemnification Claim, (ii) the Indemnitor provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnitor will have the financial resources to defend against the Indemnification Claim and fulfill its indemnification obligations hereunder, (iii) the Indemnification Claim involves only money Damages and does not seek an injunction or other equitable relief, (iv) settlement of, or an adverse judgment with respect to, the Indemnification Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests or the reputation of the Indemnified Party, and (v) the Indemnitor conducts the defense of the Indemnification Claim actively and diligently.

Indemnification Claim Procedures. (a) If any Action Person receives notice that any action, suit, arbitration, mediation, investigation or similar proceeding is commenced or threatened that may give rise to a claim for indemnification (an “"Indemnification Claim”") by any person Person entitled to indemnification under this Agreement (each, an “"Indemnified Party”") against any person Person obligated to indemnify an Indemnified Party (an “"Indemnitor”"), then such Indemnified Party will shall promptly give written notice to the Indemnitor. Failure Such notice shall describe the Indemnification Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Damages that have been or may be sustained by the Indemnified Party. In the event of a delay in the Indemnified Party providing such notice, the Indemnitor shall not be responsible for damages resulting from any such delay, including damages resulting from an inability to mitigate or a delay in mitigating damages. However, the failure to promptly notify the Indemnitor will not relieve the Indemnitor of any from liability under this Agreement except to the extent, and only to the extent, that it may such failure materially prejudices the Indemnitor. The Indemnitor will have the right, at its sole expense, upon written notice delivered to the Indemnified PartyParty within fifteen (15) days after receiving such notice, except to the extent assume the defense of such Action is materially and irrevocably prejudiced proceeding with counsel selected by the Indemnified Party’s failure to give such notice. An Indemnitor may elect at any time to assume and thereafter conduct the defense of the Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory to the Indemnified Party; provided. In the event, however, that the Indemnitor will not approve declines or fails to (i) assume the defense of the entry proceeding on the terms provided above or to prosecute such defense in good faith or (ii) employ counsel reasonably satisfactory to the Indemnified Party, in any case within such fifteen (15) day period, then such Indemnified Party may employ counsel to represent or defend it in any such proceeding and the Indemnitor will (subject to the other terms and provisions of this Agreement) pay the reasonable fees and disbursements of such counsel as incurred. In any proceeding with respect to which indemnification is being sought hereunder, the Indemnified Party or the Indemnitor, whichever is not assuming the defense of such proceeding, will have the right to participate in such matter and to retain its own counsel at such Party's own expense. The Indemnitor or the Indemnified Party, as the case may be, will at all times use reasonable best efforts to (x) diligently conduct the defense of any judgment proceeding for which it is maintaining the defense, (y) keep the Indemnified Party or enter into the Indemnitor, as the case may be, reasonably apprised of the status of the defense of any settlement proceeding the defense of which they are maintaining, and (z) cooperate in good faith with each other with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must not be withheld unreasonably). Until an Indemnitor assumes the defense of the Indemnification Claim, any such proceeding; provided that the Indemnified Party may defend shall not be required to bring counter-claims or cross-claims against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten (10) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made with respect to such Indemnification Claim or any compromise or settlement of such Indemnification Claim effected by the Indemnified PartyPerson.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened or Damages incurred that may give rise to a claim for indemnification (an “Indemnification Claim”) by any person Person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will promptly give notice to the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent the defense of any such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnitor may elect at any time to assume and thereafter conduct the defense of the any Action subject to any such Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory and to settle or compromise any such Action, and each Indemnified Party shall cooperate in all respects with the Indemnified Partyconduct of such defense by the Indemnitor and/or the settlement of such Action by the Indemnitor; provided, however, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement or compromise with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must shall not be unreasonably withheld unreasonablyor delayed). Until an Indemnitor assumes , unless the defense terms of such settlement provide for a complete release of the Indemnification Claim, claims that are the subject of such Action in favor of the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriateParty. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten sixty (1060) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of the Action or Actions subject to such Indemnification Claim, then the Indemnified Party may conduct the defense of such Action; provided, however, that the Indemnified Party will not agree to the entry of any judgment or enter into any settlement or compromise with respect to the Action or Actions subject to any such Indemnification Claim and thereafter promptly assume such defensewithout the prior written consent of the Indemnitor. A claim for any matter not involving a third party may be asserted by written notice to the party from whom indemnification is sought; provided, then the Indemnitor will be bound by however, that any judicial determination made with respect to such assertion of an Indemnification Claim or shall be subject to the limitations as to time set forth in this Agreement. To the extent the defense of any compromise or Action, subject to any Indemnification Claim is assumed by Seller Parent as the Indemnitor, at the election of the Indemnitor, the costs and expenses of such defense of such, and any payment in respect of, any settlement of such Indemnification Claim effected Action, shall be paid from the Indemnity Escrow Funds, and Purchaser and Seller Parent shall instruct the Escrow Agent to disburse such portion of the Indemnity Escrow Funds as is reasonably requested in writing by the Indemnified PartySeller Parent to pay such costs and expenses or other amounts.

Indemnification Claim Procedures. (a) If With respect to Third Party Claims, if any Action is commenced or threatened a Third Party Claim is asserted in writing, in each case that may give rise to a claim for indemnification (an “Indemnification Claim”) by any person Person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will promptly give written notice to the IndemnitorIndemnitor of such matter. Such notice shall include all relevant information respecting such Third Party Claim that is in the possession of the Indemnified Party (including without limitation copies of any complaint or other process with respect to an Action commenced by a third party or if an Action has not been commenced, a copy of the writing of such third party asserting such Third Party Claim), a reasonable estimate of the amount of such Indemnification Claim, the method of computation of such estimate and a specific reference to the provision of this Agreement upon which such Indemnification Claim is based. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnitor may elect at any time to assume and thereafter conduct the defense of the any Action subject to any such Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory and to settle or compromise any such Action, and each Indemnified Party shall cooperate in all respects with the Indemnified Partyconduct of such defense by the Indemnitor and/or the settlement of such Action by the Indemnitor; provided, however, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement or compromise with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must shall not be unreasonably withheld unreasonablyor delayed). Until an Indemnitor assumes , unless the defense terms of such settlement provide for a complete release of the Indemnification Claim, claims that are the subject of such Action in favor of the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriateParty. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten sixty (1060) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of the Action or Actions subject to such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor Indemnified Party may conduct the defense of such Action; provided, however, that the Indemnified Party will be bound by not agree to the entry of any judicial determination made judgment or enter into any settlement or compromise with respect to the Action or Actions subject to any such Indemnification Claim or any compromise or settlement without the prior written consent of such Indemnification Claim effected by the Indemnified PartyIndemnitor (which consent shall not be unreasonably withheld).

Indemnification Claim Procedures. (a) If any Action or claim or assertion of liability by a third party is commenced or threatened that may give rise to a claim for indemnification (an “Indemnification Claim”) by any person Person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will promptly give notice to the other party hereto (the “Indemnitor”). Failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnitor may elect at any time to assume and thereafter conduct the defense of the any Action subject to any such Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory and to settle or compromise any such Action, and each Indemnified Party shall cooperate in all respects with the Indemnified Partyconduct of such defense by the Indemnitor and/or the settlement of such Action by the Indemnitor; provided, however, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement or compromise with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must not be unreasonably withheld unreasonablyor delayed). Until an Indemnitor assumes , unless the defense terms of such settlement provide for a complete release of the Indemnification Claim, claims that are the subject of such Action in favor of the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriateParty. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten thirty (1030) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of the Action or Actions subject to such Indemnification Claim and thereafter promptly assume assumes such defense, then the Indemnitor Indemnified Party may conduct the defense of such Action; provided, however, that the Indemnified Party will be bound by not agree to the entry of any judicial determination made judgment or enter into any settlement or compromise with respect to the Action or Actions subject to any such Indemnification Claim or any compromise or settlement without the prior written consent of such Indemnification Claim effected by the Indemnified PartyIndemnitor (which consent shall not be unreasonably withheld).

Indemnification Claim Procedures. (a) If any Action is commenced or threatened In the event that may give rise a Buyer Indemnified Party wishes to a make an indemnification claim for indemnification under this Article 8, such Buyer Indemnified Party shall provide written notice of such claim (an “Indemnification ClaimNotice”) by any person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will promptly give notice to the Indemnitor. Failure to notify Escrow Agent and the Indemnitor will not relieve the Indemnitor of any liability that it may have to the Indemnified PartyStockholder Representative, except to the extent that such indemnification claim will be recovered solely from the defense Escrow Cash in the Escrow Account, and to the Stockholder Representative and all Company Indemnifying Parties, to the extent that such indemnification claim will be recovered directly from any Company Indemnified Parties. In the event that a Company Indemnified Party wishes to make an indemnification claim under this Article 8, such Company Indemnified Party shall provide an Indemnification Notice to Parent and Buyer. Any such Indemnification Notice shall, to the extent practicable, set forth in reasonable detail the basis for the indemnification claim and a good faith determination of the estimated amount of the indemnification claim. No recovery in respect of any such indemnification claim shall be permitted unless and until the validity of such Action indemnification claim is materially and irrevocably prejudiced finally resolved, either by the Indemnified Party’s failure to give such notice. An Indemnitor may elect at any time to assume and thereafter conduct the defense mutual agreement of the Indemnification Claim with counsel parties or by a court of competent jurisdiction. In the event that a Buyer Indemnified Party is entitled to recover Losses hereunder as a result of the Indemnitor’s choice reasonably satisfactory final resolution of the validity of an indemnification claim, such Buyer Indemnified Party and the Stockholder Representative shall provide written notice (a “Resolved Claim Notice”) of such recovery to the Escrow Agent if and to the extent that such indemnification claim will be satisfied and paid with Escrow Cash. Within five (5) calendar days after receipt of a Resolved Claim Notice, the Escrow Agent shall deliver to the applicable Buyer Indemnified Party; providedParties an amount of Escrow Cash equal to the amount of such recovery, however, that the Indemnitor will not approve and each Company Indemnifying Party shall be deemed to have contributed its Pro Rata Share of the entry of any judgment or enter into any settlement with respect to amounts set forth in the Indemnification Resolved Claim without the Indemnified Party’s prior written approval (which must not be withheld unreasonably). Until an Indemnitor assumes the defense of the Indemnification Claim, the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten (10) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made with respect Notice to such Indemnification Claim or any compromise or settlement of such Indemnification Claim effected by the Indemnified Partypayment.

Indemnification Claim Procedures. (a) If With respect to Third Party Claims, if any Action is commenced or threatened a Third Party Claim is asserted in writing, in each case that may give rise to a claim for indemnification (an “Indemnification Claim”) by any person Person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will promptly give written notice to the IndemnitorIndemnitor of such matter. Such notice shall include all relevant information respecting such Third Party Claim that is in the possession of the Indemnified Party (including without limitation copies of any complaint or other process with respect to an Action commenced by a third party or if an Action has not been commenced, a copy of the writing of such third party asserting such Third Party Claim), a reasonable estimate of the amount of such Indemnification Claim, the method of computation of such estimate and a specific reference to the provision of this Agreement upon which such Indemnification Claim is based. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnitor may elect at any time to assume and thereafter conduct the defense of the any Action subject to any such Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory and to settle or compromise any such Action, and each Indemnified Party shall cooperate in all respects with the Indemnified Partyconduct of such defense by the Indemnitor and/or the settlement of such Action by the Indemnitor; provided, however, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement or compromise with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must shall not be unreasonably withheld unreasonablyor delayed). Until an Indemnitor assumes , unless the defense terms of such settlement is solely for monetary compensation and provides for a complete release of the Indemnification Claim, claims that are the subject of such Action in favor of the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriateParty. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten thirty (1030) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of the Action or Actions subject to such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor Indemnified Party may conduct the defense of such Action; provided, however, that the Indemnified Party will be bound by not agree to the entry of any judicial determination made judgment or enter into any settlement or compromise with respect to the Action or Actions subject to any such Indemnification Claim without the prior written consent of the Indemnitor (which consent shall not be unreasonably withheld or delayed). To the extent the defense of any compromise or Action subject to any Indemnification Claim is assumed by Seller as the Indemnitor, at the election of the Indemnitor, the costs and expenses of such defense of such, and any payment in respect of, any settlement of such Indemnification Claim effected Action shall be paid from the Indemnity Escrow Funds, and Buyer and Seller shall instruct the Escrow Agent to disburse such portion of the Indemnity Escrow Funds as is reasonably requested in writing by the Indemnified PartySeller to pay such costs and expenses or other amounts.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise to a claim for indemnification pursuant to this Article XI (an “Indemnification Claim”) by any person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will shall promptly give notice (i) notify the Indemnitor and (ii) deliver to the IndemnitorIndemnitor a written notice (A) describing in reasonable detail the nature of and the facts giving rise to the Action, (B) including a copy of all papers served, if any, with respect to such Action, (C) to the extent known at such time, including the Indemnified Party’s estimate of the amount of Damages (including the method of calculation thereof) that may arise from such Action (it being understood that in no event shall such estimate limit any claim for Damages hereunder), and (D) describing in reasonable detail the basis for the Indemnified Party’s request for indemnification under this Agreement. Failure to notify the Indemnitor in accordance with this Section 11.3(a) will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent (1) the defense of such Action Indemnitor is actually and materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnitor may elect at any time to assume and thereafter conduct the defense of the Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must not be withheld unreasonably). Until an Indemnitor assumes the defense of the Indemnification Claim, 2) the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and fails to notify the Indemnitor does not, within ten (10) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and thereafter promptly assume such defensein accordance with this Section 11.3(a) prior to the Survival Expiration Date, then except to the Indemnitor will be bound by any judicial determination made with respect to such extent the Indemnification Claim or any compromise or settlement of such Indemnification Claim effected by the Indemnified Partyrelates to Section 12.18 hereof and is made pursuant to Section 11.2(b)(iii) hereof.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise to a claim for indemnification (an “Indemnification Claim”) by any person Person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will promptly after receipt of notice of such Indemnification Claim give written notice to the party, or parties, obligated to provide indemnification under this Agreement (each, an “Indemnitor”). Failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Within twenty (20) days of the receipt of such written notice, an Indemnitor may elect at any time in writing to assume and thereafter conduct the defense of the any Action subject to any such Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory (such choice of counsel subject to the consent of the Indemnified Party, with such consent not to be unreasonably withheld, conditioned or delayed); provided that the Indemnitor may only assume control of such defense if (i) it acknowledges in writing to the Indemnified Party; providedParties that any damages, howeverfines, costs or other liabilities that may be assessed against the Indemnitor in connection with such Action constitute Damages for which the Indemnified Parties shall be indemnified pursuant to this Article VIII, (ii) the ad damnum in such Action, taken together with the estimated costs of defense thereof and the Claims with respect to any unresolved claims for indemnification then pending, is less than or equal to the current balance of the Escrow Fund, and (iii) the Indemnitor may not assume control of the defense of any such Action involving criminal liability or in which equitable relief is sought against the Indemnified Parties. If after assuming such defense the Indemnitor first obtains actual knowledge of any fact, event, development or circumstance which leads the Indemnitor to reasonably believe it has no indemnification obligation hereunder with respect to such Claim, the Indemnitor shall notify the Indemnified Party of same, the acknowledgement referenced in the previous sentence shall be deemed null and void and of no force and effect, and, without agreeing whether the Indemnitor has such defenses, the Indemnified Party shall have the option to assume defense of such Claim. If the Indemnitor does not, or is not permitted under the terms hereof to, so assume control of the defense of such Action, the Indemnified Parties shall control such defense. If the Indemnitor has assumed the defense of an Action as provided in this Section 8.05, each Indemnified Party shall cooperate in all respects with the conduct of such defense by the Indemnitor (at the Indemnitor’s expense) and shall have the right to employ counsel separate from the counsel employed by the Indemnitor in the defense of any Action that the Indemnitor is defending and to participate in such defense, but the fees and expenses of such counsel will be at the Indemnified Party’s own expense. If an Indemnitor has not assumed the defense of an Action, the Indemnified Party will not approve of agree to the entry of any judgment or enter into any settlement or compromise with respect to the Action subject to any such Indemnification Claim without the Indemnified Party’s prior written approval consent of the Indemnitor (which must consent shall not be withheld unreasonablyunreasonably withheld, conditioned or delayed). Until An Indemnitor will not agree to the entry of any judgment or enter into any settlement or compromise with respect to an Action subject to any Indemnification Claim without the prior written consent of the Indemnified Parties unless (i) it provides for a full and complete written release of the Indemnified Parties by such third party from any further liability and (ii) the sole relief provided is monetary damages that the Indemnitor assumes agrees to, and does, pay in full. A claim for any matter not involving a Third Party may be asserted by written notice to the party from whom indemnification is sought, and shall be resolved pursuant to the procedures set forth in the Escrow Agreement; provided, that no claim may be brought after the periods for survival set forth in Section 8.01. To the extent the defense of any Action subject to any Indemnification Claim is assumed by the Indemnification ClaimSecurityholders' Representative as the Indemnitor, at the election of the Indemnitor, the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice reasonable costs and expenses of an Indemnification Claim and the Indemnitor does not, within ten (10) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim such, and thereafter promptly assume such defenseany payment in respect of, then the Indemnitor will be bound by any judicial determination made with respect to such Indemnification Claim or any compromise or settlement of such Indemnification Claim effected Action pursuant to the provisions of this Article VIII shall be paid from the Escrow Funds, and Parent, the Company and the Securityholders' Representative shall instruct the Escrow Agent to disburse such portion of the Escrow Funds as is reasonably requested in writing by the Indemnified PartySecurityholders' Representative to pay such reasonable costs and expenses or settlement amounts.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened or Damages incurred that may give rise to a claim for indemnification (an “Indemnification Claim”) by any person Person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will promptly give notice to the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent the defense of any such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnitor may elect at any time to assume and thereafter conduct the defense of the any Action subject to any such Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory and to settle or compromise any such Action, and each Indemnified Party shall cooperate in all respects with the Indemnified Partyconduct of such defense by the Indemnitor and/or the settlement of such Action by the Indemnitor; provided, however, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement or compromise with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must shall not be unreasonably withheld unreasonablyor delayed). Until an Indemnitor assumes , unless the defense terms of such settlement provide for a complete release of the Indemnification Claim, claims that are the subject of such Action in favor of the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriateParty. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten sixty (1060) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of the Action or Actions subject to such Indemnification Claim, then the Indemnified Party may conduct the defense of such Action; provided, however, that the Indemnified Party will not agree to the entry of any judgment or enter into any settlement or compromise with respect to the Action or Actions subject to any such Indemnification Claim and thereafter promptly assume such defensewithout the prior written consent of the Indemnitor. A claim for any matter not involving a third party may be asserted by written notice to the party from whom indemnification is sought; provided, then the Indemnitor will be bound by however, that any judicial determination made with respect to such assertion of an Indemnification Claim or shall be subject to the limitations as to time set forth in this Agreement. To the extent the defense of any compromise or Action, subject to any Indemnification Claim is assumed by Seller Parent as the Indemnitor, at the election of the Indemnitor, the costs and expenses of such defense of such, and any payment in respect of, any settlement of such Indemnification Claim effected by Action, shall be paid from the Indemnified Party.Indemnity Escrow

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise Subject to a the limitations set forth in this Article VIII, if an Indemnified Party wishes to make an indemnification claim for indemnification under this Article VIII (each an “Indemnification Claim”) by any person entitled to indemnification under this Agreement ), such Indemnified Party shall deliver a written notice (each, an “Indemnified PartyIndemnification Claim Notice”) against any person obligated to indemnify the Indemnifying Party (i) stating that an Indemnified Party has paid, incurred, suffered or sustained, or reasonably anticipates that it may pay, incur, suffer or sustain, Losses, and (ii) specifying in reasonable detail the amount of such Losses (if known, or a non-binding, reasonable estimate thereof if the actual amount is not known or not capable of reasonable calculation) and the specific facts and circumstances, in reasonable detail to the extent known, relating to such Losses. The Indemnified Parties may update an “Indemnitor”Indemnification Claim Notice from time to time to reflect any change in circumstances following the date an Indemnification Claim Notice was initially delivered. If an Indemnification Claim under this Article VIII may be brought under different or multiple sections, clauses or sub-clauses of Section 8.2 (or with respect to different or multiple representations, warrants or covenants in this Agreement or any Related Agreement), then such Indemnified Party will promptly give notice to the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except Parties shall have the right to the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnitor may elect at any time to assume and thereafter conduct the defense of the Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must not be withheld unreasonably). Until an Indemnitor assumes the defense of the Indemnification Claim, the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten (10) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of bring such Indemnification Claim under any such section, clause, subclause, representation, warranty or covenant (each a “Subject Provision”) that it chooses and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made with respect to such Indemnification Claim or any compromise or settlement of such Indemnification Claim effected by the Indemnified PartyParties will not be precluded from seeking indemnification under any Subject Provision by virtue of the Indemnified Parties not being entitled to seek indemnification under any other Subject Provision.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened by any Person that is not a party hereto or an Affiliate of a party hereto (a “Third Party Action”) that may give rise to a claim for indemnification (an “Indemnification Claim”) by any person Person entitled to indemnification under this Agreement pursuant to Section ‎8.2 (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will shall promptly give after it becomes aware of such Third Party Action (except that no such notice shall be required in connection with any Existing Litigation) (but in no event later than ten Business Days thereafter (i) notify the Indemnitor and (ii) deliver to the Indemnitor a written notice accompanied by a statement from an officer of the Indemnified Party (A) describing in reasonable detail the nature of the Action to the extent known (including specifying with reasonable particularity the underlying facts actually known or in good faith believed by the affiant sufficient to establish, as of the date of such statement, the basis for the Third Party Action), (B) including a copy of all papers served with respect to such Action, (C) including the Indemnified Party’s estimate of the amount of Damages that may arise from such Action (if capable of being estimated at such time), and (D) describing in reasonable detail the basis for the Indemnified Party’s request for indemnification under this Agreement. Thereafter, the Indemnified Party shall deliver to the Indemnitor, as soon as reasonably practicable but not later than five Business Days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Action. Failure by the Indemnified Party to notify provide notification to the Indemnitor in accordance with this Section ‎8.3(a) will not relieve the Indemnitor of any liability Liability that it may have to the Indemnified Party, except (and then only to the extent extent) the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnitor may elect at any time to assume and thereafter conduct the defense of the Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must not be withheld unreasonably). Until an Indemnitor assumes the defense of the Indemnification Claim, the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten (10) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made with respect to such Indemnification Claim or any compromise or settlement of such Indemnification Claim effected by the Indemnified Party.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise to a claim for indemnification (an “Indemnification Claim”) by any person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will promptly give notice to the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnitor may elect at any time to assume assume, and thereafter conduct conduct, the defense of the Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must not be withheld unreasonably). Until an Indemnitor assumes the defense of the Indemnification Claim, the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten (10) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made with respect to such Indemnification Claim or any compromise or settlement of such Indemnification Claim effected by the Indemnified Party.. Asset Purchase Agreement — Radical/Immediatek

Indemnification Claim Procedures. (a) If any Action or claim or assertion of liability by a third party is commenced or threatened that may give rise to a claim for indemnification (an “Indemnification Claim”) by any person Person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will promptly give notice to the other party hereto (the “Indemnitor”). Failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnitor may elect at any time to assume and thereafter conduct the defense of the any Action subject to any such Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory and to settle or compromise any such Action, and each Indemnified Party shall cooperate in all respects with the Indemnified Partyconduct of such defense by the Indemnitor and/or the settlement of such Action by the Indemnitor; provided, however, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement or compromise with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must not be unreasonably withheld unreasonablyor delayed). Until an Indemnitor assumes , unless the defense terms of such settlement provide for a complete release of the Indemnification Claim, claims that are the subject of such Action in favor of the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriateParty. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten thirty (1030) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of the Action or Actions subject to such Indemnification Claim and thereafter promptly assume assumes such defense, then the Indemnitor Indemnified Party may conduct the defense of such Action; provided, however, that the Indemnified Party will be bound by not agree to the entry of any judicial determination made judgment or enter into any settlement or compromise with respect to the Action or Actions subject to any such Indemnification Claim or without the prior written consent of the Indemnitor (which consent shall not be unreasonably withheld). A claim for any compromise or settlement of such matter not involving a third party may be asserted by written notice to the party from whom indemnification is sought; provided, however, that any Indemnification Claim effected by in respect of any actual or alleged breach of representation, warranty, covenant or agreement contained herein must be asserted prior to the Indemnified Partyexpiration of the survival period provided for in Section 8.1.