Common use of Indemnification Notice Clause in Contracts

Indemnification Notice. Should any party (the "Indemnified Party") suffer any loss, damage or expense for which another party (the "Indemnifying Party") is obligated to indemnify and hold such Indemnified Party harmless pursuant to this Section 12 of this Agreement, the following shall apply: If an Indemnified Party intends to exercise its right to indemnification provided in this Section 12, such Indemnified Party shall notify each Indemnifying Party in writing of such Indemnified Party's intention to do so and the facts or circumstances giving rise to the claim (the "Indemnification Claim"). An Indemnification Claim, at the option of the Indemnified Party, may be asserted as soon as any situation, event or occurrence has been noticed by the Indemnified Party regardless of whether actual harm has been suffered or out-of- pocket expenses incurred. During the period of 15 days after notice by the Indemnified Party, each Indemnifying Party shall be entitled to cure the defect or situation giving rise to the Indemnification Claim to the satisfaction of the Indemnified Party. If the Indemnifying Parties are unwilling or unable to cure the defect giving rise to the Indemnification Claim during the 15-day period, the Indemnified Party shall thereafter be entitled to indemnification as provided in this Section 12.

Indemnification Notice. Should any party (the "Indemnified Party") suffer any loss, damage or expense for which another party (the "Indemnifying Party") is obligated to indemnify and hold such Indemnified Party harmless pursuant to this Section 12 9 of this Agreement, the following shall apply: If an Indemnified Party intends to exercise its right to indemnification provided in this Section 129, such Indemnified Party shall notify each Indemnifying Party in writing of such Indemnified Party's intention to do so and the facts or circumstances giving rise to the claim (the "Indemnification Claim"). An Indemnification Claim, at the option of the Indemnified Party, may be asserted as soon as any situation, event or occurrence has been noticed by the Indemnified Party regardless of whether actual harm has been suffered or out-of- of-pocket expenses incurred. During the period of 15 fifteen (15) days after notice by the Indemnified Party, each Indemnifying Party shall be entitled to cure the defect or situation giving rise to the Indemnification Claim to the satisfaction of the Indemnified Party. If the Indemnifying Parties are unwilling or unable to cure the defect giving rise to the Indemnification Claim during the fifteen (15-) day period, the Indemnified Party shall thereafter be entitled to indemnification as provided in this Section 129.

Indemnification Notice. Should any party (the "Indemnified Party") suffer any loss, damage or expense for which another party (the "Indemnifying Party") is obligated to indemnify and hold such Indemnified Party harmless pursuant to this Section 12 of this Agreement, the following shall apply: If an Indemnified Party a Purchaser Indemnitee intends to exercise its right to indemnification provided in this Section 12Article 8, such Indemnified Party Purchaser Indemnitee shall notify each Indemnifying Party in writing provide the party or parties from whom the indemnification will be sought (the "Indemnitor") at least fifteen (15) days prior written notice (the "Indemnification Notice") of such Indemnified PartyPurchaser Indemnitee's intention to do so and the facts or circumstances giving rise to the claim (the "Indemnification Claim"). Nothing contained herein shall preclude any Purchaser Indemnitee from taking any actions deemed reasonably necessary or appropriate in response to any third party claims during such interim period. An Indemnification ClaimClaim may, at the option of the Indemnified PartyPurchaser Indemnitee, may be asserted as soon as any situation, event or occurrence has been noticed by the Indemnified Party Purchaser Indemnitee regardless of whether actual harm has been suffered or out-of- of-pocket expenses incurred. During such fifteen (15) day period, the period of 15 days after notice by the Indemnified Party, each Indemnifying Party Indemnitor shall be entitled to cure the defect or situation giving rise to the Indemnification Claim to the satisfaction of the Indemnified PartyPurchaser Indemnitee. If the Indemnifying Parties are Indemnitor is unwilling or unable to cure the defect giving rise to the Indemnification Claim during the such fifteen (15-day ) period, Purchaser Indemnitee may, on the Indemnified Party shall thereafter be entitled to sixteenth (16th) day after the Indemnification Notice, seek indemnification as provided in this Section 12Article 8.

Indemnification Notice. Should any party (the "Indemnified Party") suffer any loss, damage or expense for which another party (the "Indemnifying Party") is obligated to indemnify and hold such Indemnified Party harmless pursuant to this Section 12 of this Agreement, the following shall apply: If an Indemnified Party intends to exercise its right to indemnification provided in this Section 12, such Indemnified Party shall notify each Indemnifying Party in writing of such Indemnified Party's intention to do so and the facts or circumstances giving rise to the claim (the "Indemnification Claim"). An Indemnification Claim, at the option of the Indemnified Party, may be asserted as soon as any situation, event or occurrence has been noticed by the Indemnified Party regardless of whether actual harm has been suffered or out-of- of-pocket expenses incurred. During the period of 15 days after notice by the Indemnified Party, each Indemnifying Party shall be entitled to cure the defect or situation giving rise to the Indemnification Claim to the satisfaction of the Indemnified Party. If the Indemnifying Parties are unwilling or unable to cure the defect giving rise to the Indemnification Claim during the 15-day period, the Indemnified Party shall thereafter be entitled to indemnification as provided in this Section 12.

Indemnification Notice. Should any party (the "Indemnified Party") suffer any loss, damage If a Purchaser Indemnitee or expense for which another party (the "Indemnifying Party") is obligated to indemnify and hold such Indemnified Party harmless pursuant to this Section 12 of this Agreement, the following shall apply: If an Indemnified Party Seller Indemnitee intends to exercise its right to indemnification provided in this Section 12Article 8, such Indemnified Party Purchaser Indemnitee or Seller Indemnitee shall notify each Indemnifying Party in writing promptly provide the party or parties from whom the indemnification will be sought (the "Indemnitor") at least fifteen (15) days prior written notice (the "Indemnification Notice") of such Indemnified PartyPurchaser Indemnitee's or Seller Indemnitee's intention to do so and the facts or circumstances giving rise to the claim (the "Indemnification Claim"). Nothing contained herein shall preclude any Purchaser Indemnitee or Seller Indemnitee from taking any actions deemed reasonably necessary or appropriate in response to any third party claims during such interim period. An Indemnification ClaimClaim may, at the option of the Indemnified PartyPurchaser Indemnitee or Seller Indemnitee, may be asserted as soon as any situation, event or occurrence has been noticed by the Indemnified Party Purchaser Indemnitee or Seller Indemnitee regardless of whether actual harm has been suffered or out-of- of-pocket expenses incurred. During such fifteen (15) day period, the period of 15 days after notice by the Indemnified Party, each Indemnifying Party Indemnitor shall be entitled to cure the defect or situation giving rise to the Indemnification Claim to the satisfaction of the Indemnified PartyPurchaser Indemnitee. If the Indemnifying Parties are Indemnitor is unwilling or unable to cure the defect giving rise to the Indemnification Claim during the such fifteen (15-day ) period, the Indemnified Party shall thereafter be entitled to Purchaser Indemnitee may, on the sixteenth (16th) day after the Indemnification Notice, seek indemnification as provided in this Section 12.Article 8; provided, however, that if such matter cannot reasonably be cured within such fifteen (15) day period, then the Indemnitor shall have an additional period (not to exceed 90 days) to cure such matter if the Indemnitor promptly commences to cure and diligently pursues same to completion..

Indemnification Notice. Should any party Party (the "Indemnified Party") suffer any loss, damage or expense for which another party Party (the "Indemnifying Party") is obligated to indemnify and hold such Indemnified Party harmless pursuant to this Section 12 11 of this Agreement, the following shall apply: If an Indemnified Party intends to exercise its right to indemnification provided in this Section 1211, such Indemnified Party shall notify each Indemnifying Party in writing of such Indemnified Party's intention to do so and the facts or circumstances giving rise to the claim (the "Indemnification Claim"). An Indemnification Claim, at the option of the Indemnified Party, may be asserted as soon as any situation, event or occurrence has been noticed by the Indemnified Party regardless of whether actual harm has been suffered or out-of- of-pocket expenses incurred. During the period of 15 fifteen (15) days after notice by the Indemnified Party, each Indemnifying Party shall be entitled to cure the defect or situation giving rise to the Indemnification Claim to the satisfaction of the Indemnified Party. If the Indemnifying Parties are unwilling or unable to cure the defect giving rise to the Indemnification Claim during the fifteen (15-) day period, the Indemnified Party shall thereafter be entitled to indemnification as provided in this Section 1211.

Indemnification Notice. Should any party (the "Indemnified Party") suffer any loss, damage If a GRWW/Subsidiary Indemnitee or expense for which another party (the "Indemnifying Party") is obligated to indemnify and hold such Indemnified Party harmless pursuant to this Section 12 of this Agreement, the following shall apply: If an Indemnified Party Company/Company Shareholder Indemnitee intends to exercise its their right to indemnification provided in this Section 12Article X, such Indemnified GRWW/Subsidiary Indemnitee or Company/Company Shareholder Indemnitee will provide the Party shall notify each Indemnifying Party in writing or Parties from whom the indemnification will be sought (the “Indemnitor”) at least fifteen (15) days prior written notice (the “Indemnification Notice”) of such Indemnified Party's GRWW/Subsidiary Indemnitee’s or Company/Company Shareholder Indemnitee’s intention to do so and the facts or circumstances giving rise to the claim (the "“Indemnification Claim"”). Nothing contained in this Agreement will preclude any GRWW/Subsidiary Indemnitee or Company/Company Shareholder Indemnitee from taking any actions deemed reasonably necessary or appropriate in response to any third party claims during such interim period. An Indemnification ClaimClaim may, at the option of the Indemnified PartyGRWW/Subsidiary Indemnitee or Company/Company Shareholder Indemnitee, may be asserted as soon as any situation, event or occurrence has been noticed by the Indemnified Party GRWW/Subsidiary Indemnitee or Company/Company Shareholder Indemnitee regardless of whether actual harm has been suffered or out-of- of-pocket expenses incurred. During such fifteen (15) Agreement and Plan of Merger and Reorganization - Page 27 day period, the period of 15 days after notice by the Indemnified Party, each Indemnifying Party shall Indemnitor will be entitled to cure the defect or situation giving rise to the Indemnification Claim to the complete satisfaction of the Indemnified PartyGRWW/Subsidiary Indemnitee or Company/Company Shareholder Indemnitee. If the Indemnifying Parties are Indemnitor is unwilling or unable to cure cure, to the complete satisfaction and the Indemnitor, the defect or situation giving rise to the Indemnification Claim during the such fifteen (15-) day period, the Indemnified Party shall thereafter Indemnitor will assume the defense of such claim at its sole expense through counsel reasonably satisfactory to the GRWW/Subsidiary Indemnitee or Company/Company Shareholder Indemnitee; provided that (i) the Indemnitor will not permit any lien, encumbrance or other adverse charge upon any asset of any GRWW/Subsidiary Indemnitee; (ii) the Indemnitor will permit GRWW/Subsidiary Indemnitee or Company/Company Shareholder Indemnitee to participate in such settlement or defense through counsel selected by such GRWW/Subsidiary Indemnitee or Company/Company Shareholder Indemnitee at Indemnitor’s expense, and (iii) the Indemnitor will agree to promptly reimburse such GRWW/Subsidiary Indemnitee or Company/Company Shareholder Indemnitee for the full amount of its liability to the third party claimant. If the Indemnitor will not have employed counsel reasonably satisfactory to the GRWW/Subsidiary Indemnitee or Company/Company Shareholder Indemnitee to defend such claim or if such GRWW/Subsidiary Indemnitee or Company/Company Shareholder Indemnitee will have reasonably concluded (with the written advice of counsel) that the position of such GRWW/Subsidiary Indemnitee or Company/Company Shareholder Indemnitee and the Indemnitor may be entitled in conflict (in which case the Indemnitor will not have the right to indemnification direct the defense of any such claim on behalf of such GRWW/Subsidiary Indemnitee or Company/Company Shareholder Indemnitee), the GRWW/Subsidiary Indemnitee or Company/Company Shareholder Indemnitee may defend against such claim or related legal proceeding with such counsel and in such manner as the GRWW/Subsidiary Indemnitee or Company/Company Shareholder Indemnitee deems appropriate, and may consent to the settlement or compromise of, or consent to the entry of a judgment arising from, such claim or legal proceeding without the consent of the Indemnitor and the reasonable legal and other expenses incurred by such GRWW/Subsidiary Indemnitee or Company/Company Shareholder Indemnitee will be borne by the Indemnitor. Notwithstanding the foregoing, each GRWW/Subsidiary Indemnitee or Company/Company Shareholder Indemnitee will have the right to pay or settle any such claim provided in this Section 12such event it will waive its right to indemnity therefore by the Indemnitor.

Indemnification Notice. Should any party (the "Indemnified Party") suffer any loss, damage or expense for which another party (the "Indemnifying Party") is obligated to indemnify and hold such Indemnified Party harmless pursuant to this Section 12 of this Agreement, the following shall apply: If an Indemnified Party a Purchase Indemnitee intends to exercise its right to indemnification provided in this Section 12Article 6, such Indemnified Party Purchaser Indemnitee shall notify each Indemnifying Party in writing provide the party or parties from whom the indemnification will be sought (the "Indemnitor") at least fifteen (15) days prior written notice (the "Indemnification Notice") of such Indemnified PartyPurchaser Indemnitee's intention to do so and the facts or circumstances giving rise to the claim (the "Indemnification Claim"). Nothing contained herein shall preclude Purchaser Indemnitee from taking any actions deemed reasonably necessary or appropriate in response to any third party claims during such interim period. An Indemnification ClaimClaim may, at the option of the Indemnified PartyPurchaser Indemnitee, may be asserted as soon as any situation, event or occurrence has been noticed by the Indemnified Party Purchaser Indemnitee regardless of whether actual harm has been suffered or out-of- of-pocket expenses incurred. During such fifteen (15) day period, the period of 15 days after notice by the Indemnified Party, each Indemnifying Party Indemnitor shall be entitled to cure the defect or situation giving rise to the Indemnification Claim to the satisfaction of the Indemnified PartyPurchaser Indemnitee. If the Indemnifying Parties are Indemnitor is unwilling or unable to cure the defect giving rise to the Indemnification Claim during the such fifteen (15-) day period, the Indemnified Party shall thereafter be entitled to Purchaser Indemnitee may, on the sixteenth (16th) day after the Indemnification Notice, seek indemnification as provided in this Section 12Article 6.

Indemnification Notice. Should any party (the "Indemnified Party") suffer any loss, damage or expense for which another party (the "Indemnifying Party") is obligated to indemnify and hold such Indemnified Party harmless pursuant to this Section 12 of this Agreement, the following shall apply: If an Indemnified Party intends to exercise its right to indemnification provided in this Section 12, such Indemnified Party shall notify each Indemnifying Party in writing of such Indemnified Party's =s intention to do so and the facts or circumstances giving rise to the claim (the "Indemnification Claim"). An Indemnification Claim, at the option of the Indemnified Party, may be asserted as soon as any situation, event or occurrence has been noticed by the Indemnified Party regardless of whether actual harm has been suffered or out-of- pocket expenses incurred. During the period of 15 days after notice by the Indemnified Party, each Indemnifying Party shall be entitled to cure the defect or situation giving rise to the Indemnification Claim to the satisfaction of the Indemnified Party. If the Indemnifying Parties are unwilling or unable to cure the defect giving rise to the Indemnification Claim during the 15-day period, the Indemnified Party shall thereafter be entitled to indemnification as provided in this Section 12.

Indemnification Notice. Should any party (the "Indemnified Party") suffer any loss, damage or expense for which another party (the "Indemnifying Party") is obligated to indemnify and hold such Indemnified Party harmless pursuant to this Section 12 of this Agreement, the following shall apply: If an Indemnified Party a Purchaser Indemnitee intends to exercise its right to indemnification provided in this Section 12Article 8, such Indemnified Party Purchaser Indemnitee shall notify each Indemnifying Party in writing provide the party or parties from whom the indemnification will be sought (the "INDEMNITOR") at least fifteen (15) days prior written notice (the "INDEMNIFICATION NOTICE") of such Indemnified PartyPurchaser Indemnitee's intention to do so and the facts or circumstances giving rise to the claim (the "Indemnification ClaimINDEMNIFICATION CLAIM"); provided that any Indemnification Notice must be delivered (if at all) to Seller or Shareholder within two (2) years following the Closing Date. Nothing contained herein shall preclude Purchaser Indemnitee from taking any actions deemed reasonably necessary or appropriate in response to any third party claims during such interim period. An Indemnification ClaimClaim may, at the option of the Indemnified PartyPurchaser Indemnitee, may be asserted as soon as any situation, event or occurrence has been noticed by the Indemnified Party Purchaser Indemnitee regardless of whether actual harm has been suffered or out-of- of-pocket expenses incurred. During such fifteen (15) day period, the period of 15 days after notice by the Indemnified Party, each Indemnifying Party Indemnitor shall be entitled to cure the defect or situation giving rise to the Indemnification Claim to the satisfaction of the Indemnified PartyPurchaser Indemnitee. If the Indemnifying Parties are Indemnitor is unwilling or unable to cure the defect giving rise to the Indemnification Claim during the such fifteen (15-day ) period, ------------------------------------------------------------------------------- ASSET PURCHASE AGREEMENT - PAGE 25 Purchaser Indemnitee may, on the Indemnified Party shall thereafter be entitled to sixteenth (16th) day after the Indemnification Notice, seek indemnification as provided in this Section 12Article 8.

Indemnification Notice. Should If any party (the "Indemnified Party") suffer any loss, damage or expense for which another party (the "Indemnifying Party") is obligated to indemnify and hold such Indemnified Party harmless pursuant to this Section 12 of this Agreement, the following shall apply: If an Indemnified Party Person intends to exercise its right to ---------------------- indemnification provided in this Section 12Article 8 (an "Indemnitee"), such Indemnified Party Indemnitee shall notify each Indemnifying Party in writing provide the party or parties from whom the indemnification will be sought (the "Indemnitor") at least fifteen (15) days prior written notice (the "Indemnification Notice") of such Indemnified PartyIndemnitee's intention to do so and the facts or circumstances giving rise to the claim (the "Indemnification Claim"). Nothing contained herein shall preclude any Indemnitee from taking any actions deemed reasonably necessary or appropriate in response to any third party claims during such interim period. An Indemnification ClaimClaim may, at the option of the Indemnified PartyIndemnitee, may be asserted as soon as any situation, event PLAN AND AGREEMENT OF MERGER - Page 14 ---------------------------- or occurrence has been noticed by the Indemnified Party Indemnitee regardless of whether actual harm has been suffered or out-of- of-pocket expenses incurred. During such fifteen (15) day period, the period of 15 days after notice by the Indemnified Party, each Indemnifying Party Indemnitor shall be entitled to cure the defect or situation giving rise to the Indemnification Claim to the satisfaction of the Indemnified PartyIndemnitee. If the Indemnifying Parties are Indemnitor is unwilling or unable to cure the defect giving rise to the Indemnification Claim during the such fifteen (15-day ) period, Indemnitee may, on the Indemnified Party shall thereafter be entitled to sixteenth (16th) day after the Indemnification Notice, seek indemnification as provided in this Section 12Article 8.

Indemnification Notice. Should any party (the "Indemnified Party") suffer any loss, damage If a Purchaser Indemnitee or expense for which another party (the "Indemnifying Party") is obligated to indemnify and hold such Indemnified Party harmless pursuant to this Section 12 of this Agreement, the following shall apply: If an Indemnified Party Seller Indemnitee intends to exercise its right to indemnification provided in this Section 12Article 8, such Indemnified Party Purchaser Indemnitee or Seller Indemnitee shall notify each Indemnifying Party in writing provide the party or parties from whom the indemnification will be sought (the "Indemnitor") at least fifteen (15) days prior written notice (the "Indemnification Notice") of such Indemnified PartyPurchaser Indemnitee's or Seller Indemnitee's intention to do so and the facts or circumstances giving rise to the claim (the "Indemnification Claim"). Nothing contained herein shall preclude any Purchaser Indemnitee or Seller Indemnitee from taking any actions deemed reasonably necessary or appropriate in response to any third party claims during such interim period. An Indemnification ClaimClaim may, at the option of the Indemnified PartyPurchaser Indemnitee or Seller Indemnitee, may be asserted as soon as any situation, event or occurrence has been noticed by the Indemnified Party Purchaser Indemnitee or Seller Indemnitee regardless of whether actual harm has been suffered or out-of- of-pocket expenses incurred. During such fifteen (15) day period, the period of 15 days after notice by the Indemnified Party, each Indemnifying Party Indemnitor shall be entitled to cure the defect or situation giving rise to the Indemnification Claim to the complete satisfaction of the Indemnified PartyPurchaser Indemnitee or Seller Indemnitee. If the Indemnifying Parties are Indemnitor is unwilling or unable to cure cure, to the complete satisfaction and the Indemnitor, the defect or situation giving rise to the Indemnification Claim during the such fifteen (15-day ) period, the Indemnified Party Indemnitor shall thereafter assume the defense of such claim at its sole expense through counsel reasonably satisfactory to the Purchaser Indemnitee or Seller Indemnitee; provided that (i) the Indemnitor shall not permit any lien, encumbrance or other adverse charge upon any asset of any Purchaser Indemnitee; (ii) the Indemnitor shall permit Purchaser Indemnitee or Seller Indemnitee to participate in such settlement or defense through counsel selected by such Purchaser Indemnitee or Seller Indemnitee at Indemnitor's expense, and (iii) the Indemnitor shall agree to promptly reimburse such Purchaser Indemnitee or Seller Indemnitee for the full amount of its liability to the third party claimant. If the Indemnitor shall not have employed counsel reasonably satisfactory to the Purchaser Indemnitee or Seller Indemnitee to defend such claim or if such Purchaser Indemnitee or Seller Indemnitee shall have reasonably concluded (with the written advice of counsel) that the position of such Purchaser Indemnitee or Seller Indemnitee and the Indemnitor may be entitled in conflict (in which case the Indemnitor shall not have the right to indemnification direct the defense of any such claim on behalf of such Purchaser Indemnitee or Seller Indemnitee), the Purchaser Indemnitee or Seller Indemnitee may defend against such claim or related legal proceeding with such counsel and in such manner as the Purchaser Indemnitee or Seller Indemnitee deems appropriates, and may consent to the settlement or compromise of, or consent to the entry of a judgment arising from, such claim or legal proceeding without the consent of the Indemnitor and the reasonable legal and other expenses incurred by such Purchaser Indemnitee or Seller Indemnitee shall be borne by the Indemnitor. Notwithstanding the foregoing, each Purchaser Indemnitee or Seller Indemnitee shall have the right to pay or settle any such claim provided in this Section 12.such event it shall waive its right to indemnity therefore by the Indemnitor. AGREEMENT AND PLAN OF MERGER AND REORGANIZATION - PAGE 33 39

Indemnification Notice. Should any party (the "Indemnified Party") suffer any loss, damage or expense for which another party (the "Indemnifying Party") is obligated to indemnify and hold such Indemnified Party harmless pursuant to this Section 12 of this Agreement, the following shall apply: If an Indemnified Party intends to exercise its right to indemnification provided in this Section 12, such Indemnified Party shall notify each Indemnifying Party in writing of such Indemnified Party's intention to do so and the facts or circumstances giving rise to the claim (the "Indemnification Claim"). An Indemnification Claim, at the option of the Indemnified Party, may be asserted as soon as any situation, event or occurrence has been noticed by the Indemnified Party regardless of whether actual harm has been suffered or out-of- of-pocket expenses incurred. During the period of 15 fifteen (15) days after notice by the Indemnified Party, each Indemnifying Party shall be entitled to cure the defect or situation giving rise to the Indemnification Claim to the satisfaction of the Indemnified Party. If the Indemnifying Parties are unwilling or unable to cure the defect giving rise to the Indemnification Claim during the fifteen (15-) day period, the Indemnified Party shall thereafter be entitled to indemnification as provided in this Section 12.. -39- 40

Indemnification Notice. Should any party (the "“Indemnified Party"”) suffer any loss, damage or expense for which another party (the "“Indemnifying Party"”) is obligated to indemnify and hold such Indemnified Party harmless pursuant to this Section 12 of this Agreement13, the following shall apply: . If an Indemnified Party intends to exercise its right to indemnification provided in this Section 1213, such Indemnified Party shall notify each Indemnifying Party in writing of such Indemnified Party's ’s intention to do so and the facts or circumstances giving rise to the claim (the "“Indemnification Claim"”). An Indemnification Claim, at the option of the Indemnified Party, may be asserted as soon as any situation, event or occurrence has been noticed by the Indemnified Party regardless of whether actual harm has been suffered or out-of- of-pocket expenses incurred. During the period of 15 days after notice by the Indemnified Party, each Indemnifying Party shall be entitled to cure the defect or situation giving rise to the Indemnification Claim to the satisfaction of the Indemnified Party. If the Indemnifying Parties are unwilling or unable to cure the defect or situation giving rise to the Indemnification Claim during the 15-day period, the Indemnified Party shall thereafter be entitled to indemnification as provided in this Section 1213.

Indemnification Notice. Should any party (the "Indemnified Party") suffer any loss, damage or expense for which another party (the "Indemnifying Party") is obligated to indemnify and hold such Indemnified Party harmless pursuant to this Section 12 of this Agreement, the following shall apply: If an Indemnified Party a Purchaser Indemnitee intends to exercise ---------------------- its right to indemnification provided in this Section 12Article 8, such Indemnified Party Purchaser Indemnitee shall notify each Indemnifying Party in writing provide the party or parties from whom the indemnification will be sought (the "Indemnitor") at least fifteen (15) days prior written notice (the "Indemnification Notice") of such Indemnified PartyPurchaser Indemnitee's intention to do so and the facts or circumstances giving rise to the claim (the "Indemnification Claim"). Nothing contained herein shall preclude any Purchaser Indemnitee from taking any actions deemed reasonably necessary or appropriate in response to any third party claims during such interim period. An Indemnification ClaimClaim may, at the option of the Indemnified PartyPurchaser Indemnitee, may be asserted as soon as any situation, event or occurrence has been noticed by the Indemnified Party Purchaser Indemnitee regardless of whether actual harm has been suffered or out-of- of-pocket expenses incurred. During such fifteen (15) day period, the period of 15 days after notice by the Indemnified Party, each Indemnifying Party Indemnitor shall be entitled to cure the defect or situation giving rise to the Indemnification Claim to the complete satisfaction of the Indemnified PartyPurchaser Indemnitee. If the Indemnifying Parties are Indemnitor is unwilling or unable to cure cure, to the complete satisfaction and the Indemnitor, the defect or situation giving rise to the Indemnification Claim during the such fifteen (15-day ) period, the Indemnified Party Indemnitor shall thereafter assume the defense of such claim at its sole expense through counsel reasonably satisfactory to the Purchaser Indemnitee; provided that (i) the Indemnitor shall not permit any lien, encumbrance or other adverse charge upon any asset of any Purchaser Indemnitee; (ii) the Indemnitor shall permit Purchaser Indemnitee to participate in such settlement or defense through counsel selected by such Purchaser Indemnitee at Indemnitor's expense, and (iii) the Indemnitor shall agree to promptly reimburse such Purchaser Indemnitee for the full amount of its liability to the third party claimant. If the Indemnitor shall not have employed counsel reasonably satisfactory to the Purchaser Indemnitee to defend such claim or if such Purchaser Indemnitee shall have reasonably concluded (with the written advice of counsel) that the position of such Purchaser Indemnitee and the Indemnitor may be entitled in conflict (in which case the Indemnitor shall not have the right to indemnification direct the defense of any such claim on behalf of such Purchaser Indemnitee), the Purchaser Indemnitee may defend against such claim or related legal proceeding with such counsel and in such manner as the Purchaser Indemnitee deems appropriates, and may consent to the settlement or compromise of, or consent to the entry of a judgment arising from, such claim or legal proceeding without the consent of the Indemnitor and the reasonable legal and other expenses incurred by such Purchaser Indemnitee shall be borne by the Indemnitor. Notwithstanding the foregoing, each Purchaser Indemnitee shall have the right to pay or settle any such claim provided in this Section 12.such event it shall waive its right to indemnity therefore by the Indemnitor. MERGER AGREEMENT - Page 30 ----------------

Indemnification Notice. Should any party (the "Indemnified Party") suffer any loss, damage or expense for which another party (the "Indemnifying Party") is obligated to indemnify and hold such Indemnified Party harmless pursuant to this Section 12 of this Agreement, the following shall apply: If an Indemnified Party a Purchaser Indemnitee intends to exercise its right to indemnification provided in this Section 12Article 7, such Indemnified Party Purchaser Indemnitee shall notify each Indemnifying Party in writing provide the party or parties from whom the indemnification will be sought (the "Indemnitor") at least fifteen (15) days prior written notice (the "Indemnification Notice") of such Indemnified PartyPurchaser Indemnitee's intention to do so and the facts or circumstances giving rise to the claim (the "Indemnification Claim"). Nothing contained herein shall preclude any Purchaser Indemnitee from taking any actions deemed reasonably necessary or appropriate in response to any third party claims during such interim period. An Indemnification ClaimClaim may, at the option of the Indemnified PartyPurchaser Indemnitee, may be asserted as soon as any situation, event or occurrence has been noticed by the Indemnified Party Purchaser Indemnitee regardless of whether actual harm has been suffered or out-of- of-pocket expenses incurred. During such fifteen (15) day period, the period of 15 days after notice by the Indemnified Party, each Indemnifying Party Indemnitor shall be entitled to cure the defect or situation giving rise to the Indemnification Claim to the satisfaction of the Indemnified PartyPurchaser Indemnitee. If the Indemnifying Parties are Indemnitor is unwilling or unable to cure the defect giving rise to the Indemnification Claim during the such fifteen (15-day ) period, the Indemnified Party shall thereafter be entitled to Purchaser Indemnitee may, on the sixteenth (16th) day after the Indemnification Notice, seek indemnification as provided in this Section 12Article 7.