Common use of Indemnification Notice Clause in Contracts

Indemnification Notice. Each party entitled to indemnification under this Section 5 (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense; provided, however, that an Indemnified Party (together with all other Indemnified Parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses of such counsel to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding. The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5 unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party (not to be unreasonably withheld), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.

Indemnification Notice. Each In the event that: (i) an event occurs which gives a Person a right to indemnification hereunder; or (ii) any third party claim is asserted against a Person with respect to which such Person is entitled to indemnification under this Section 5 hereunder, such Person (the "“Indemnified Party"”) shall give notice shall, within sixty (60) days of the later of the occurrence of the event giving rise to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided the date that counsel for the Indemnifying Party, who shall conduct the defense indemnified party learned of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense; provided, however, that if a claim arises by virtue of litigation, then in no event less than ten (10) days prior to the date in which an appearance or answer is due, whichever is earlier), notify the Person obligated to indemnify it (the “Indemnifying Party”) of such claim by delivery of a written notice describing the claim and indicating the basis for indemnification hereunder. The Indemnifying Party shall have the right, upon written notice to the Indemnified Party within ten (together with all other 10) days after receipt from the Indemnified Parties which may Party of notice of such claim, to conduct at its expenses the defense against such claim in its own name, or if necessary in the name of the Indemnified Party. In the event that the Indemnifying Party fails to give such notice, it shall be represented without conflict by one counsel) deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party shall have the right to retain one separate counselconduct such defense and, only with the reasonable fees prior consent of the Indemnifying Party which shall not be unreasonably withheld, to compromise and expenses settle the claim. In the event that the Indemnifying Party does elect to conduct the defense of the subject claim, the Indemnified Party shall cooperate with and make available to the Indemnifying Party such counsel assistance and materials as may be reasonably requested by it, all at the expense of the Indemnifying Party and the Indemnified Party shall have the right at its expense to be paid by participate in the defense, provided that the Indemnified Party will have the right to compromise and settle the claim only with the prior written consent of the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by . Any settlement to which the Indemnifying Party would shall have consented in writing shall conclusively be inappropriate due deemed to actual or potential differing interests between such be an obligation with respect to which the Indemnified Party and any other party represented by such counsel in such proceeding. The failure of any Indemnified Party is entitled to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5 unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party (not to be unreasonably withheld), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigationindemnification hereunder.

Indemnification Notice. Each party Promptly after receipt by any Person entitled to seek indemnification under this Section 5 pursuant to Sections 3.1 or 3.2 (the "an “Indemnified Party"”) shall give of notice of the commencement of any action (including any governmental action), such Indemnified Party shall, if a claim in respect thereof is to the be made against any party hereto required to provide indemnification pursuant to Sections 3.1 or 3.2 (the "an “Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as ”), deliver to which indemnity may be sought, and shall permit the Indemnifying Party a written notice of the commencement thereof and the Indemnifying Party shall have the right to participate in and, to the extent the Indemnifying Party so desires, jointly with any other Indemnifying Party similarly noticed, to assume the defense of any such claim or any litigation resulting therefrom, provided that thereof with counsel for mutually satisfactory to the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expenseparties; provided, however, that an Indemnified Party (together with all other Indemnified Parties which that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses of such counsel to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding. The failure of any Indemnified Party to give deliver written notice as provided herein shall not relieve to the Indemnifying Party within a reasonable time of its obligations under this Section 5 unless the failure to give commencement of any such notice is materially action, if prejudicial to an Indemnifying Party's its ability to defend such action. No , shall relieve such Indemnifying Party, in the defense Party of any such claim or litigation, shall, except with liability to the consent of each Indemnified Party (under this Section 3, but the omission to deliver written notice to the Indemnifying Party will not to be unreasonably withheld), consent to entry relieve it of any judgment or enter into liability that it may have to any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigationotherwise than under this Section 3.

Indemnification Notice. Each The party entitled to seeking indemnification under this Section 5 (the "Indemnified Party") shall 9 agrees to give prompt notice to the party required to provide indemnification against whom indemnity may be sought (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of the assertion of any claim as to or the commencement of any suit, action or proceeding in respect of which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expensesought under this section; provided, however, that an in the event such notice is not given or is delayed and the Indemnifying Party is not prejudiced thereby, the Indemnified Party's rights hereunder shall not be affected. The Indemnified Party shall have the right, at the Indemnifying Party's expense (together with limited only to the extent that any and all other costs incurred by the Indemnified Parties Party, including attorneys' fees, shall be reasonable), to control the defense and the Indemnified Party shall not settle the matter without the consent of the Indemnifying Party, which may consent shall not be represented without conflict by one counsel) unreasonably withheld. The Indemnifying Party shall have the right to retain one separate counselparticipate in such defense by notice to the Indemnified Party. If upon the Indemnified Party's consent, with the reasonable fees and expenses of such counsel to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between assumes such Indemnified Party and any other party represented by such counsel in such proceeding. The failure of any Indemnified Party to give notice as provided herein shall not relieve defense, the Indemnifying Party of its obligations under this Section 5 unless shall not settle the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with matter without the consent of each the Indemnified Party (Party, which consent shall not to be unreasonably withheld), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.

Indemnification Notice. Each Promptly after receipt by an indemnified party of notice of the commencement of any action (including any governmental action) for which a party may be entitled to indemnification under this Section 5 (hereunder, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party, give the "Indemnified Party") indemnifying party notice of the commencement thereof. The indemnifying party shall give notice have the right to participate in such action and, to the extent the indemnifying party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of so desires, participate jointly with any claim as other indemnifying party to which indemnity may be soughtnotice has been given, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that thereof with counsel for reasonably mutually satisfactory to the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expenseparties; provided, however, that an Indemnified Party indemnified party (together with all other Indemnified Parties which indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses of such counsel to be paid by the Indemnifying Partyindemnifying party, if representation of such Indemnified Party indemnified party by the counsel retained by the Indemnifying Party indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Party indemnified party and any other party represented by such counsel in such proceedingaction. The failure of any Indemnified Party to give notice as provided herein shall to the indemnifying party within a reasonable time of the commencement of any such action will not relieve such indemnifying party of any liability to the Indemnifying Party of its obligations under this Section 5 unless indemnified party, except to the extent, and only to the extent, that such failure to give such notice is actually and materially prejudicial to an Indemnifying Party's prejudices the indemnifying party’s ability to defend such action. No Indemnifying Party, in The failure to give notice to the defense indemnifying party will not relieve it of any such claim or litigation, shall, except with the consent of each Indemnified Party (not liability that it may have to be unreasonably withheld), consent to entry of any judgment or enter into any settlement which does not include indemnified party otherwise than as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigationprovided herein.

Indemnification Notice. Each party If any civil, criminal, administrative or investigative action or proceeding (each, a “Claim”) is commenced against any Party entitled to indemnification under this Section 5 indemnifications hereunder (the "an “Indemnified Party") ”), written notice thereof shall give notice be given to the party required that is obligated to provide indemnification (the "“Indemnifying Party"”) as promptly after as practicable but in any event within thirty (30) days. After such notice, if the Indemnifying Party shall acknowledge in writing to such Indemnified Party has actual knowledge of any claim as that this Agreement applies with respect to which indemnity may be soughtsuch Claim, and shall permit then the Indemnifying Party shall be entitled, if it so elects, in a written notice delivered to assume the Indemnified Party not less than 10 days prior to the date on which a response to such Claim is due, to take control of the defense and investigation of any such claim or any litigation resulting therefromClaim and to employ and engage attorneys of its choice to handle and defend the same, provided that counsel for at the Indemnifying Party’s sole cost and expense. The Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party and its attorneys in the investigation, who shall conduct the trial and defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), Claim and the Indemnified Party may participate in such defense at such party's expenseany appeal arising there from; provided, however, that an the Indemnified Party (together may, at its own cost and expense, participate, through its attorneys or otherwise, in such investigation, trial and defense of such Claim and any appeal arising there from. No settlement of a Claim that involves a remedy other than the payment of money by the Indemnifying Party shall be entered into without the consent of the Indemnified Party. After written notice by the Indemnifying Party to the Indemnified Party of its election to assume full control of the defense of any such Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses incurred thereafter by such Indemnified Party in connection with all other the defense of that Claim. If the Indemnifying Party does not assume full control over the defense of a Claim subject to such defense as provided hereunder, the Indemnifying Party may participate in such defense, at its sole cost and expense, and the Indemnified Parties which may be represented without conflict by one counsel) Party shall have the right to retain one separate counseldefend the Claim in such manner as it may deem appropriate, with at the reasonable fees cost and expenses expense of such counsel to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding. The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5 unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party (not to be unreasonably withheld), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.

Indemnification Notice. Each party entitled The Indemnifying Party shall have no obligation to indemnification hold harmless or indemnify the Indemnified Party or any of its Affiliates for any claim under Section 10.2.1 (a “Indemnified Claim”) unless the Indemnified Party: (a) reasonably promptly notifies the Indemnifying Party in writing of the Indemnified Claim; provided that the Indemnified Party’s failure to give such reasonably prompt written notice to the Indemnifying Party shall not limit the Indemnified Party’s rights under this Section 5 (the "Indemnified Party") shall give notice 10.2 except to the party required to provide indemnification (extent the "Indemnifying Party") promptly after ’s defense of such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit Claim is materially prejudiced by such failure; (b) allows the Indemnifying Party to assume have sole control of the defense and settlement of any such claim the Indemnified Claim using legal counsel approved by the Indemnified Party, which approval shall not be unreasonably withheld or any litigation resulting therefromdelayed; and (c) at the Indemnifying Party’s expense, provided that counsel for reasonably cooperates with the Indemnifying Party, who and provides the Indemnifying Party with reasonable assistance and complete information in its possession or control, with respect to the Indemnified Claim. The Indemnifying Party shall conduct not, without the defense of Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed), settle or otherwise consent to an adverse judgment in such claim or litigation, shall be approved by Indemnified Claim if the same: (i) requires that the Indemnified Party or any of its Affiliates make any payment or bear any other obligations (whose approval shall not unreasonably be withheldbeyond those required under this Agreement), and ; (ii) includes any admission of wrongdoing or liability on the part of the Indemnified Party may participate in such defense at such party's expense; provided, however, that an Indemnified Party (together with all other Indemnified Parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses of such counsel to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding. The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5 unless the failure to give such notice is Affiliates; (iii) includes any manner of injunctive or other equitable relief; or (iv) materially prejudicial to an Indemnifying Party's ability to defend such action. No Indemnifying Party, in the defense diminishes any rights or interest of any such claim or litigation, shall, except with the consent of each Indemnified Party (not to be unreasonably withheld), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.the

Indemnification Notice. Each In the event that any third party claim is asserted against a Person with respect to which such Person is entitled to indemnification under this Section 5 hereunder, such Person (the "Indemnified Party") shall give notice shall, within 60 days of the later of the occurrence of the event giving rise to the party required claim or the date that the Indemnified Party learned of such claim (provided, however, that if a claim arises by virtue of litigation, then in no event less than 10 days prior to provide indemnification the date in which an appearance or answer is due, whichever is earlier), notify the Person obligated to indemnify it (the "Indemnifying Party") promptly after of such Indemnified Party has actual knowledge claim by delivery of any a written notice describing the claim as and indicating the basis for indemnification hereunder; provided that the failure to which indemnity may be sought, and shall permit so notify the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense; provided, however, that an Indemnified Party (together with all other Indemnified Parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses of such counsel to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding. The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5 unless hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party shall have the right, upon written notice to the Indemnified Party within 10 days after receipt from the Indemnified Party of notice of such claim, to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party. In the event that the Indemnifying Party fails to give such notice is materially prejudicial notice, it shall be deemed to an Indemnifying Party's ability have elected not to defend such action. No Indemnifying Party, in conduct the defense of any the subject claim, and in such claim or litigationevent the Indemnified Party shall have the right to conduct such defense and, shall, except only with the prior consent of each Indemnified the Indemnifying Party (which shall not to be unreasonably withheld), consent to entry compromise and settle the claim. In the event that the Indemnifying Party does elect to conduct the defense of any judgment or enter into any settlement which does not include the subject claim, the indemnified party shall cooperate with and make available to the Indemnifying Party such assistance and materials as an unconditional term thereof may be reasonably requested by it, all at the giving by expense of the claimant or plaintiff to such Indemnifying Party and the Indemnified Party shall have the right at its expense to participate in the defense, provided that the Indemnified Party will have the right to compromise and settle the claim only with the prior written consent of a release from all liability the Indemnifying Party. Any settlement to which the Indemnifying Party shall have consented in writing shall conclusively be deemed to be an obligation with respect to such claim or litigationwhich the Indemnified Party is entitled to indemnification hereunder.

Indemnification Notice. Each In the event that (i) an event occurs which gives a person or entity a right to indemnification hereunder or (ii) any third party claim is asserted against a person or entity with respect to which such person or entity is entitled to indemnification under this Section 5 hereunder, such person or entity (the "Indemnified Party") shall give notice shall, within 60 days of the later of the occurrence of the event giving rise to the claim or the date that the indemnified party required learned of such claim (provided, however, that if a claim arises by virtue of litigation, then in no event less than 10 days prior to provide indemnification the date in which an appearance or answer is due, whichever is earlier), notify the person or entity obligated to indemnify it (the "Indemnifying Party") promptly after of such claim by delivery of a written notice describing the claim and indicating the basis for indemnification hereunder. The Indemnifying Party will have the right, upon written notice to the Indemnified Party has actual knowledge within 10 days after receipt from the Indemnified Party of any notice of such claim, to conduct at its expense the defense against such claim as to which indemnity may be soughtin its own name, and shall permit or if necessary in the name of the Indemnified Party. In the event that the Indemnifying Party fails to assume the defense of any give such claim or any litigation resulting therefromnotice, provided that counsel for the Indemnifying Party, who shall it will be deemed to have elected not to conduct the defense of the subject claim, and in such claim or litigation, shall be approved by event the Indemnified Party (whose approval will have the right to conduct such defense and, only with the prior consent of the Indemnifying Party which will not be unreasonably withheld, to compromise and settle the claim. In the event that the Indemnifying Party does elect to conduct the defense of the subject claim, the Indemnified Party shall not unreasonably cooperate with and make available to the Indemnifying Party such assistance and materials as may be withheld)reasonably requested by it, all at the expense of the Indemnifying Party and the Indemnified Party may will have the right at its expense to participate in such defense at such party's expense; providedthe defense, however, provided that an the Indemnified Party (together with all other Indemnified Parties which may be represented without conflict by one counsel) shall will have the right to retain one separate counsel, compromise and settle the claim only with the reasonable fees and expenses prior written consent of such counsel to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by . Any settlement to which the Indemnifying Party would has consented in writing will conclusively be inappropriate due deemed to actual or potential differing interests between such be an obligation with respect to which the Indemnified Party and any other party represented by such counsel in such proceeding. The failure of any Indemnified Party is entitled to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5 unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party (not to be unreasonably withheld), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigationindemnification hereunder.

Indemnification Notice. Each The party entitled to indemnification under this Section 5 (the "Indemnified Party") ---------------------- which may be entitled to indemnity hereunder shall give prompt notice to the party required obligated to provide indemnification give indemnity hereunder (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of the assertion of any claim as to claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought, and shall permit sought hereunder. Any failure on the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense; provided, however, that an Indemnified Party (together with all other Indemnified Parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses of such counsel to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding. The failure part of any Indemnified Party to give the notice as provided herein described in this Section 6.4.1 shall not relieve the Indemnifying Party of its obligations under this Section 5 unless Article 6 only to the failure extent that such Indemnifying Party has been prejudiced by the lack of timely and adequate notice. Parent or the Company shall have the obligation to give such notice is materially prejudicial assume the defense or settlement of any third-party claim, suit, action or proceeding in respect of which indemnity may be sought hereunder, provided that (a) the Indemnifying Party shall at all times have the right, at its option, to an Indemnifying Party's ability participate fully therein, and (b) if the Parent or the Company does not proceed diligently to defend the third-party claim, suit action or proceeding within ten (10) days after receipt of notice of such action. No third-party claim, suit, action or proceeding, the Indemnifying PartyParty shall have the right, in but not the obligation, to undertake the defense of any such claim third-party claim, suit, action or litigationproceeding. The Indemnifying Party shall not be required to indemnify the Indemnified Party with respect to any amounts paid in settlement of any third-party suit, shallaction, except with proceeding or investigation entered into without the written consent of the Indemnifying Party; provided, however, that if the Indemnified Party is a Parent Indemnified Party, such third-party suit, action, proceeding or investigation may be settled without the consent of each the Indemnifying Party on ten (10) days' prior written notice to the Indemnifying Party if such third-party suit, action, proceeding or investigation is then unreasonably interfering with the business or operations of the Company or any Company Subsidiary and the settlement is commercially reasonable under the circumstances; and provided further, that if the Indemnifying Party gives ten (10) days' prior written notice to the Indemnified Party of a settlement offer which the Indemnifying Party desires to accept and to pay all Losses with respect thereto (not "Settlement Notice") and the Indemnified Party fails or refuses to be unreasonably withheld), consent to such settlement within ten (10) days after delivery of the Settlement Notice to the Indemnified Party, and such settlement otherwise complies with the provisions of this Section 6.4.1, the Indemnifying Party shall not be liable for Losses arising from such third-party suit, action, proceeding or investigation in excess of the amount proposed in such settlement offer. Notwithstanding the foregoing, no Indemnifying Party will consent to the entry of any judgment or enter into any settlement without the consent of the Indemnified Party, if such judgment or settlement imposes any obligation or liability upon the Indemnified Party other than the execution, delivery or approval thereof and customary releases of claims with respect to the subject matter thereof. The parties shall cooperate in defending any such third-party suit, action, proceeding or investigation, and the defending party shall have reasonable access to the books and records, and personnel in the possession or control of the Indemnified Party which does not include are pertinent to the defense. The parties agree that the Indemnified Party may join the Indemnifying Party in any suit, action, claim or proceeding brought by a third party, as an unconditional term thereof to which any right of indemnity created by this Agreement would or might apply, for the giving by purpose of enforcing any right of the claimant or plaintiff indemnity granted to such Indemnified Party of a release from all liability in respect pursuant to such claim or litigationthis Agreement.

Indemnification Notice. Each party entitled to indemnification under this Section 5 (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense; provided, however, that an Indemnified Party (together with all other Indemnified Parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses of such counsel to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding. The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5 unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party (not to be unreasonably withheld), consent to entry of any judgment or enter into any settlement which 7 - REGISTRATION RIGHTS AGREEMENT PDX/112816/141153/DLH/1397940.1 does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.

Indemnification Notice. Each party entitled to indemnification (a) If CMI or the Sellers’ Representative, on behalf of the Sellers, as the case may be (as applicable, the “Indemnified Party“) believes that it has a claim under this Section 5 Agreement for Losses (a “Claim”), the Indemnified Party shall so notify the indemnifying party (“Indemnifying Party“) in writing (the "Indemnified Party"“Claim Notice“), which Claim Notice shall include (i) shall give notice a description of the type and basis of such Claim and (ii) a good faith estimate of the amount of Losses in connection therewith to the party required to provide indemnification extent known or reasonably determinable (the "“Indemnity Claim Amount“). If CMI believes it has a Claim against the Sellers (as a group) pursuant to Section 9.1(a), the Sellers’ Representative shall act on behalf of the Sellers (subject to Section 11.10(c)) and shall be the “Indemnifying Party") promptly after such Indemnified Party has actual knowledge ” for purposes of this Article 9 (provided, that notwithstanding anything herein to the contrary, each Seller shall be responsible for its Seller Proportionate Shares of any claim as applicable Loss with respect to which indemnity may such Claim). If CMI believes it has a Claim against one or more specific Sellers pursuant to Section 9.1(c), each such Seller shall be soughtan “Indemnifying Party” for purposes of this Article 9. A Claim Notice with respect to a Claim for breach or inaccuracy of any representation and warranty, and shall permit or for a breach of any covenant or agreement, must be made prior to the expiration of the applicable survival period set forth in Section 9.2. Within thirty (30) days of receipt of the Claim Notice (the “Objection Period“), the Indemnifying Party may object (a “Claim Objection“) to assume any matter, including the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense basis and amount of such claim or litigationClaim, shall be approved set forth in such Claim Notice by delivering to the Indemnified Party (whose approval shall not unreasonably be withheld), and written notice setting forth such objections in reasonable detail. If the Indemnified Party may participate in such defense at such party's expense; provideddoes not receive a Claim Objection within the Objection Period, however, that an Indemnified Party (together with all other Indemnified Parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses of such counsel to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by then the Indemnifying Party would shall be inappropriate due deemed to actual have acknowledged and agreed with the correctness of such Indemnity Claim Amount for the full amount thereof and shall thereafter be precluded from disputing such Indemnity Claim Amount. The Claim Objection shall set forth (i) in reasonable detail the reasons for the objection to the Claim, and (ii) the amount of the Indemnity Claim Amount which is disputed, to the extent known or potential differing interests between reasonably determinable. If the Indemnifying Party delivers a timely Claim Objection to an Indemnified Party, the Indemnified Party shall not be entitled to recoupment for such Claim under Section 9.5 until such Claim is finally resolved by (x) a court of competent jurisdiction from which no appeal may be taken or (y) the written agreement of the Indemnified Party and any other party represented the Indemnifying resolving such dispute (such final determination by such counsel in such proceeding. The failure a court of any competent jurisdiction or written agreement being a “Final Determination”) setting forth the amount, if any, which the Indemnified Party is entitled to give notice as provided herein shall not relieve receive (such amount, the Indemnifying Party of its obligations under this Section 5 unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party (not to be unreasonably withheld“Final Indemnity Claim Amount”), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.

Indemnification Notice. Each party entitled to indemnification under this Section 5 (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that 7 - REGISTRATION RIGHTS AGREEMENT PDX/112816/141153/DLH/1395262.1 counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense; provided, however, that an Indemnified Party (together with all other Indemnified Parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses of such counsel to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding. The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5 unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party (not to be unreasonably withheld), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.

Indemnification Notice. Each party Promptly after receipt by any Person entitled to seek indemnification under this pursuant to Section 5 6.1 or 6.2 (the "an “Indemnified Party"”) shall give of notice of the commencement of any action (including any governmental action), such Indemnified Party shall, if a claim in respect thereof is to the party be made against any Party required to provide indemnification pursuant to Section 6.1 or 6.2 (the "an “Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as ”), deliver to which indemnity may be sought, and shall permit the Indemnifying Party a written notice of the commencement thereof and the Indemnifying Party shall have the right to participate in and, to the extent the Indemnifying Party so desires, jointly with any other Indemnifying Party similarly noticed, to assume the defense of any such claim or any litigation resulting therefrom, provided that thereof with counsel for mutually satisfactory to the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expenseParties; provided, however, that an Indemnified Party (together with all other Indemnified Parties which that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses of such counsel to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding. The failure of any Indemnified Party to give deliver written notice as provided herein shall not relieve to the Indemnifying Party within a reasonable time of its obligations under this Section 5 unless the failure to give commencement of any such notice is materially action, if prejudicial to an Indemnifying Party's its ability to defend such action. No , shall relieve such Indemnifying Party, in the defense Party of any such claim or litigation, shall, except with liability to the consent of each Indemnified Party (under this Section 6, but the omission to deliver written notice to the Indemnifying Party will not to be unreasonably withheld), consent to entry relieve it of any judgment or enter into liability that it may have to any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigationotherwise than under this Section 6.

Indemnification Notice. Each party Promptly after receipt by any Person entitled to seek indemnification under this Section 5 pursuant to Sections 3.1 or 3.2 (the "an “Indemnified Party"”) shall give of notice of the commencement of any action (including any governmental action), such Indemnified Party shall, if a claim in respect thereof is to the be made against any party hereto required to provide indemnification pursuant to Sections 3.1 or 3.2 (the "an “Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as ”), deliver to which indemnity may be sought, and shall permit the Indemnifying Party a written notice of the commencement thereof and the Indemnifying Party shall have the right to participate in and, to the extent the Indemnifying Party so desires, jointly with any other Indemnifying Party similarly noticed, to assume the defense of any such claim or any litigation resulting therefrom, provided that thereof with counsel for mutually satisfactory to the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expenseparties; provided, however, that an Indemnified Party (together with all other Indemnified Parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses of such counsel to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding. The failure of any Indemnified Party to give deliver written notice as provided herein shall not relieve to the Indemnifying Party within a reasonable time of its obligations under this Section 5 unless the failure to give commencement of any such notice is materially action, if prejudicial to an Indemnifying Party's its ability to defend such action. No , shall relieve such Indemnifying Party, in the defense Party of any such claim or litigation, shall, except with liability to the consent of each Indemnified Party (under this Section 3, but the omission to deliver written notice to the Indemnifying Party will not to be unreasonably withheld), consent to entry relieve it of any judgment or enter into liability that it may have to any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigationotherwise than under this Section 3.

Indemnification Notice. Each (a) In the event that (i) an event occurs which gives a Person a right to indemnification hereunder or (ii) any third party claim is asserted against a Person with respect to which such Person is entitled to indemnification under this Section 5 hereunder, such Person (the "Indemnified Partyindemnified party") shall give notice shall, within 60 days of the later of the occurrence of the event giving rise to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided the date that counsel for the Indemnifying Party, who shall conduct the defense indemnified party learned of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense; provided, however, that if a claim arises by virtue of litigation, then in no event less than 10 days prior to the date in which an Indemnified Party appearance or answer is due, whichever is earlier), notify the Person obligated to indemnify it (together with all other Indemnified Parties which may the "indemnifying party") of such claim by delivery of a written notice describing the claim and indicating the basis for indemnification hereunder. The indemnifying party shall have the right, upon written notice to the indemnified party within 10 days after receipt from the indemnified party of notice of such claim, to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the indemnified party. In the event that the indemnifying party fails to give such notice, it shall be represented without conflict by one counsel) deemed to have elected not to conduct the defense of the subject claim, and in such event the indemnifying led party shall have the right to retain one separate counselconduct such defense and, only with the reasonable fees and expenses prior written consent of such counsel to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other indemnifying party represented by such counsel in such proceeding. The failure of any Indemnified Party to give notice as provided herein which shall not relieve be unreasonably withheld, to compromise and settle the Indemnifying Party of its obligations under this Section 5 unless claim. In the failure event that the indemnifying party does elect to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action. No Indemnifying Party, in conduct the defense of any the subject claim, the indemnifying party shall cooperate with and make available to the indemnifying party such assistance and materials as may be reasonably requested by it, all at the expense of the indemnifying party and the indemnified party shall have the right at its expense to participate in the defense, provided that the indemnified party will have the right to compromise and settle the claim or litigation, shall, except only with the prior written consent of each Indemnified Party (the indemnifying party, which consent shall not to be unreasonably withheld), consent . Any settlement to entry of any judgment or enter into any settlement which does not include as the indemnifying party shall have consented in writing shall conclusively be deemed to be an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in obligation with respect to such claim or litigationwhich the indemnified party is entitled to indemnification hereunder.