Common use of Indemnification Notice Clause in Contracts

Indemnification Notice. 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 hereunder, such person or entity (the "Indemnified Party") 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 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 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") 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 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 will be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party 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 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 will 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 the Indemnifying Party. Any settlement to which the Indemnifying Party has consented in writing will conclusively be deemed to be an obligation with respect to which the Indemnified Party is entitled to indemnification hereunder.

Indemnification Notice. In (A) The indemnified party shall notify the event that (i) an event occurs indemnifying party, in writing, of any facts or circumstances which gives a person or entity may give rise to a right of indemnification under Section 10.1 of this Agreement ("Notice of Claim"). The Notice of Claim shall specify the nature and details of such facts and circumstances (including any amount claimed, if known) which may give rise to indemnification hereunder or (ii) any third such right of indemnification. The failure of the indemnified party claim is asserted against to promptly provide a person or entity with respect to which such person or entity is entitled to indemnification Notice of Claim shall not relieve the indemnifying party of its obligations hereunder, except to the extent that the indemnifying party is actually prejudiced by such person or entity failure to give notice. (the "Indemnified Party"B) shall, within 60 days of the later of the occurrence of the event giving rise to If the claim or demand set forth in the date that the indemnified party learned Notice of such claim (provided, however, that if Claim relates to a claim arises or demand asserted by virtue of litigation, then in no event less than 10 days prior to the date in which an appearance or answer is due, whichever is earliera third party (a "Third Party Claim"), notify the person or entity 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 will 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 will be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party will indemnifying party shall have the right to conduct such defense and, only with employ counsel reasonably acceptable to the prior consent of the Indemnifying Party which will not be unreasonably withheldindemnified party, 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 cooperate with and make available to the Indemnifying Party defend any such assistance and materials as may be reasonably requested by it, all at the expense of the Indemnifying Party claim or demand and the Indemnified Party will indemnified party, at its sole cost and expense, shall have the right at its expense to participate in the defensedefense of any such Third Party Claim. The indemnifying party shall notify the indemnified party, provided that in writing, within fifteen (15) days after the Indemnified date of the Notice of Claim, of its decision to defend in good faith any Third Party will have Claim. So long as the right to indemnifying party is defending in good faith any such Third Party Claim, the indemnified party shall not settle or compromise and settle the claim only with such Third Party Claim without the prior written consent of the Indemnifying Partyindemnifying party, which consent shall not be unreasonably withheld or delayed. Any settlement If the indemnifying party does not so elect to defend any such Third Party Claim, the indemnified party shall have the right, but not the obligation, to undertake the defense thereof, but shall not compromise or settle such Third Party Claim without the prior written consent of the indemnifying party, which consent shall not be unreasonably withheld or delayed. (C) If the Indemnifying indemnifying party has undertaken defense of a Third Party has consented in writing will conclusively be deemed Claim and if there is a reasonable probability that the Third Party Claim may materially and adversely affect the indemnified party other than as a result of money damages or other money payments, then the indemnified party, at the reasonable expense of the indemnifying party, shall have the right to be an obligation with respect to which joint control of the Indemnified Party is entitled to indemnification hereunder.defense, compromise or

Indemnification Notice. (a) In the event that (i) an event occurs which gives a person or entity Person a right to indemnification hereunder or (ii) any third party claim is asserted against a person or entity Person with respect to which such person or entity Person is entitled to indemnification hereunder, such person or entity Person (the "Indemnified Partyindemnified party") 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 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 the date in which an appearance or answer is due, whichever is earlier), notify the person or entity Person obligated to indemnify it (the "Indemnifying Partyindemnifying party") of such claim by delivery of a written notice describing the claim and indicating the basis for indemnification hereunder. The Indemnifying Party will indemnifying party shall have the right, upon written notice to the Indemnified Party indemnified party within 10 days after receipt from the Indemnified Party 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 Partyindemnified party. In the event that the Indemnifying Party indemnifying party fails to give such notice, it will shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party will indemnifying led party shall have the right to conduct such defense and, only with the prior written consent of the Indemnifying Party indemnifying party which will shall not be unreasonably withheld, to compromise and settle the claim. In the event that the Indemnifying Party indemnifying party does elect to conduct the defense of the subject claim, the Indemnified Party indemnifying party shall cooperate with and make available to the Indemnifying Party indemnifying party such assistance and materials as may be reasonably requested by it, all at the expense of the Indemnifying Party indemnifying party and the Indemnified Party will indemnified party shall have the right at its expense to participate in the defense, provided that the Indemnified Party indemnified party will have the right to compromise and settle the claim only with the prior written consent of the Indemnifying Partyindemnifying party, which consent shall not be unreasonably withheld. Any settlement to which the Indemnifying Party has indemnifying party shall have consented in writing will shall conclusively be deemed to be an obligation with respect to which the Indemnified Party indemnified party is entitled to indemnification hereunder.

Indemnification Notice. In (a) The indemnified party shall notify the event that (i) an event occurs indemnifying party, in writing, of any facts or circumstances which gives a person or entity may give rise to a right of indemnification under Article XII of this Agreement ("Notice of Claim"). The Notice of Claim shall specify the nature and details of such facts and circumstances (including any amount claimed, if known) which may give rise to indemnification hereunder or (ii) any third such right of indemnification. The failure of the indemnified party claim is asserted against to promptly provide a person or entity with respect to which such person or entity is entitled to indemnification Notice of Claim shall not relieve the indemnifying party of its obligations hereunder, except to the extent that the indemnifying party is actually prejudiced by such person or entity failure to give notice. (the "Indemnified Party"b) shall, within 60 days of the later of the occurrence of the event giving rise to If the claim or demand set forth in the date that Notice of Claim relates to a claim or demand asserted by a third party (a "Third Party Claim"), the indemnifying party shall have the right to employ counsel reasonably acceptable to the indemnified party learned of to defend any such claim or demand and the indemnified party, at its sole cost and expense, shall have the right to participate in the defense of any such Third Party Claim. The indemnifying party shall notify the indemnified party, in writing, within fifteen (provided, however, that if a claim arises by virtue of litigation, then in no event less than 10 15) days prior to after the date of the Notice of Claim, of its decision to defend in which an appearance good faith any Third Party Claim. So long as the indemnifying party is defending in good faith any such Third Party Claim, the indemnified party shall not settle or answer is duecompromise such Third Party Claim. If the indemnifying party does not so elect to defend any such Third Party Claim, whichever is earlier), notify the person or entity 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 will indemnified party shall have the right, upon written notice to but not the Indemnified Party within 10 days after receipt from the Indemnified Party of notice of such claimobligation, to conduct undertake the defense, compromise or final determination thereof. (c) If the indemnifying party has undertaken defense of a Third Party Claim and if there is a reasonable probability that the Third Party Claim may materially and adversely affect the indemnified party or the Business other than as a result of money damages or other money payments, then the indemnified party, at its the reasonable 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 noticeindemnifying party, it will be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party will shall have the right to conduct such defense and, only with the prior consent joint control of the Indemnifying defense, compromise or settlement of such Third Party Claim; PROVIDED, HOWEVER, that if the Third Party Claim may be settled in full without any acknowledgment of liability solely by the payment of money and the indemnifying party is willing to pay the money to settle the claim but the indemnified party is not, then the indemnifying party may elect to pay that amount of money to the indemnified party and thereafter have no further obligation with respect to such Third Party Claim or any fees or expenses related thereto and the indemnified party shall indemnify the indemnifying party with respect to same. Notwithstanding the foregoing, the indemnifying party shall not be liable for any compromise or settlement of any action, suit or other proceeding effected without its written consent, which will shall 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 withheld or delayed. (d) The indemnified party shall cooperate with and make available to the Indemnifying indemnifying party or its representatives all records and other materials reasonably required by them for their use in contesting any Third Party such assistance Claim and materials as may be reasonably requested by it, all at the expense of the Indemnifying Party and the Indemnified Party will 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 shall cooperate with the prior indemnifying party in connection therewith. (e) Neither the indemnified party or the indemnifying party shall, without the written consent of the Indemnifying Party. Any settlement other, settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the indemnified party and the indemnifying party and their respective affiliates a release from all liability in respect of such Third Party Claim. (f) As soon as is reasonably practicable after Notice of Claim is deemed delivered to the receiving party, the indemnified party and the indemnifying party shall endeavor to agree upon the amount, if any, to which the Indemnifying Party has consented in writing will conclusively be deemed to be an obligation with respect to which the Indemnified Party indemnified party is entitled to indemnification hereunderunder this Article XII.

Indemnification Notice. In the event that (i) an event occurs which gives a person or entity a right to indemnification hereunder or (ii) any third The party claim is asserted against a person or entity with respect to which such person or entity is entitled to indemnification hereunder, such person or entity (the "Indemnified Party") shall, within 60 days of the later of the occurrence of the event giving rise ---------------------- which may be entitled to indemnity hereunder shall give prompt notice to the 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 the date in which an appearance or answer is due, whichever is earlier), notify the person or entity obligated to indemnify it give indemnity hereunder (the "Indemnifying Party") of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder. Any failure on the part of any Indemnified Party to give the notice described in this Section 6.4.1 shall relieve the Indemnifying Party of its obligations under this Article 6 only to the extent that such claim Indemnifying Party has been prejudiced by delivery the lack of a written timely and adequate notice. Parent or the Company shall have the obligation to 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 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 describing of such third-party claim, suit, action or proceeding, the claim and indicating Indemnifying Party shall have the basis for indemnification hereunderright, but not the obligation, to undertake the defense of any such third-party claim, suit, action or proceeding. The Indemnifying Party will have shall not be required to indemnify the rightIndemnified Party with respect to any amounts paid in settlement of any third-party suit, upon action, 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 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 within 10 days after receipt from of a settlement offer which the Indemnifying Party desires to accept and to pay all Losses with respect thereto ("Settlement Notice") and the Indemnified Party fails or refuses to consent to such settlement within ten (10) days after delivery of notice 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 claimthird-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 conduct at its expense the defense against such claim in its own name, entry of any judgment or if necessary in enter into any settlement without the name consent of the Indemnified Party. In the event that the Indemnifying Party fails to give , if such notice, it will be deemed to have elected not to conduct the defense of the subject claim, and in such event judgment or settlement imposes any obligation or liability upon the Indemnified Party will have other than the right execution, delivery or approval thereof and customary releases of claims with respect 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 claimmatter 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 shall cooperate with and make available which are pertinent 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 will have the right at its expense to participate in the defense, provided . The parties agree that the Indemnified Party will have the right to compromise and settle the claim only with the prior written consent of the Indemnifying Party. Any settlement to which may join the Indemnifying Party has consented in writing will conclusively be deemed to be an obligation with respect any suit, action, claim or proceeding brought by a third party, as to which any right of indemnity created by this Agreement would or might apply, for the purpose of enforcing any right of the indemnity granted to such Indemnified Party is entitled pursuant to indemnification hereunderthis Agreement.

Indemnification Notice. In the event that (i) an event occurs which gives a person or entity a right to indemnification hereunder or (ii) any third Each party claim is asserted against a person or entity with respect to which such person or entity is entitled to indemnification hereunder, such person or entity under this Section 5 (the "Indemnified Party") shall, within 60 days of the later of the occurrence of the event giving rise shall give notice to the 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 required to the date in which an appearance or answer is due, whichever is earlier), notify the person or entity obligated to indemnify it provide indemnification (the "Indemnifying Party") of promptly after 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 within 10 days after receipt from the Indemnified Party has actual knowledge of notice of such claimany claim as to which indemnity may be sought, 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 and shall permit the Indemnifying Party fails to give assume the defense of any such noticeclaim or any litigation resulting therefrom, it will be deemed to have elected not to provided that counsel for the Indemnifying Party, who shall conduct the defense of the subject claimsuch claim or litigation, and in such event shall be approved by the Indemnified Party will (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 conduct such defense andretain one separate counsel, only with the prior consent 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 which will 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 compromise and settle 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 claim. In giving by the event that the Indemnifying Party does elect claimant or plaintiff to conduct the defense of the subject claim, the such Indemnified Party shall cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested by it, of a release from all at the expense of the Indemnifying Party and the Indemnified Party will have the right at its expense to participate liability 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. Any settlement to which the Indemnifying Party has consented in writing will conclusively be deemed to be an obligation with respect to which the Indemnified Party is entitled to indemnification hereundersuch claim or litigation.

Indemnification Notice. In the event that (i) an event occurs which gives If a person or entity a Purchaser Indemnitee intends to exercise ---------------------- its 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 hereunderprovided in this Article 8, such person Purchaser Indemnitee shall provide the party or entity parties from whom the indemnification will be sought (the "Indemnified PartyIndemnitor") shall, within 60 at least fifteen (15) days prior written notice (the "Indemnification Notice") of such Purchaser Indemnitee's intention to do so and the later of the occurrence of the event facts or circumstances giving rise to the claim ("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 Claim may, at the date that option of Purchaser Indemnitee, be asserted as soon as any situation, event or occurrence has been noticed by Purchaser Indemnitee regardless whether actual harm has been suffered or out-of-pocket expenses incurred. During such fifteen (15) day period, the indemnified party learned Indemnitor shall be entitled to cure the defect or situation giving rise to the Indemnification Claim to the complete satisfaction of Purchaser Indemnitee. If the Indemnitor is unwilling or unable to cure, to the complete satisfaction and the Indemnitor, the defect or situation giving rise to the Indemnification Claim during such fifteen (15) period, the Indemnitor shall assume the defense of such claim (provided, however, that if a claim arises by virtue of litigation, then in no event less than 10 days prior at its sole expense through counsel reasonably satisfactory to the date 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 in conflict (in which an appearance or answer is due, whichever is earlier), notify case the person or entity 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 will 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 will be deemed to have elected Indemnitor shall not to conduct the defense of the subject claim, and in such event the Indemnified Party will have the right to conduct direct the defense of any such defense andclaim on behalf of such Purchaser Indemnitee), only the Purchaser Indemnitee may defend against such claim or related legal proceeding with such counsel and in such manner as the prior 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 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 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 Indemnitor and the Indemnified Party will have reasonable legal and other expenses incurred by such Purchaser Indemnitee shall be borne by the right at its expense to participate in Indemnitor. Notwithstanding the defenseforegoing, provided that the Indemnified Party will each Purchaser Indemnitee shall have the right to compromise and pay or settle any such claim provided in such event it shall waive its right to indemnity therefore by the claim only with the prior written consent of the Indemnifying PartyIndemnitor. Any settlement to which the Indemnifying Party has consented in writing will conclusively be deemed to be an obligation with respect to which the Indemnified Party is entitled to indemnification hereunder.MERGER AGREEMENT - Page 30 ----------------

Indemnification Notice. 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 Person with respect to which such person or entity Person is entitled to indemnification hereunder, such person or entity Person (the "Indemnified Party") 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 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 the date in which an appearance or answer is due, whichever is earlier), notify the person or entity 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; provided that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party will 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 will shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party will shall have the right to conduct such defense and, only with the prior consent of the Indemnifying Party which will shall 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 indemnified 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 will 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 the Indemnifying Party. Any settlement to which the Indemnifying Party has shall have consented in writing will shall conclusively be deemed to be an obligation with respect to which the Indemnified Party is entitled to indemnification hereunder.

Indemnification Notice. (a) THIRD PARTY CLAIM. In the event that (i) an event occurs which gives a person SMI, AKI or entity a right to indemnification hereunder or (ii) any third other party claim is asserted against a person or entity with respect to which such person or entity is entitled to indemnification hereunderunder Section 11.02 hereof shall choose to assert a claim for Loss or potential Loss based upon a claim by a third party ("Third Party Claim"), such person or entity the party seeking indemnification (the "Indemnified Party") shallshall notify the party against which indemnification is sought ("Indemnifying Party") in writing of such claim, within 60 days of the later of promptly following the occurrence of the event giving rise thereto, certifying that such a claim has been asserted and the basis therefor which shall be set forth in reasonable detail ("Notification"). (i) The Indemnifying Party shall acknowledge receipt of the Notification and advise the Indemnified Party in writing twenty (20) days after receipt thereof as to whether the Indemnifying Party agrees to such Third Party Claim and whether the defense of the Third Party Claim shall be undertaken by counsel of the choice of and at the expense of the Indemnifying Party. If the Indemnifying Party so agrees, the Indemnifying Party shall be deemed to have accepted any indemnifiable Loss suffered arising from such Third Party Claim, the defense of which has been assumed by the Indemnifying Party. If the Indemnifying Party advises the Indemnified Party that it shall undertake the defense of the Third Party Claim, the Indemnified Party shall deliver all the documents related to the claim Third Party Claim to the Indemnifying Party or to its counsel, after which the responsibility of the Indemnified Party for the defense of the Third Party Claim shall cease, except that the Indemnified Party shall make available all documents, books and records in its possession related to the Third Party Claim, at no expense to the Indemnifying Party, and shall fully cooperate with counsel for the Indemnifying Party, including providing its personnel who are acquainted with the facts or the date documents or books and records related to the Third Party Claim. (ii) If the Indemnifying Party advises the Indemnified Party that the indemnified party learned defense of the Third Party Claim will not be undertaken, either the Indemnified Party shall settle such Third Party Claim (in which case, the amount of such claim (provided, however, that if a claim arises by virtue of litigation, then in no event less than 10 days prior settlement and all attorneys' fees attendant to the date achievement of such settlement shall be deemed included in which an appearance or answer is due, whichever is earlierany computation to determine Loss), or the Indemnified Party shall notify the person or entity obligated Indemnifying Party of the identity of the counsel for the Indemnified Party who has been selected to indemnify it (defend the "Indemnifying Party") of such claim by delivery of a written notice describing the claim and indicating the basis for indemnification hereunderThird Party Claim. The Indemnifying Party will have the right, upon written notice to shall fully cooperate with the Indemnified Party within 10 days after receipt from and its counsel to the extent that the Indemnifying Party has knowledge of the facts or circumstances relating to the Third Party Claim and the Indemnified Party shall cause its counsel to be available to the Indemnifying Party or its counsel to respond to any inquiries of notice the Indemnifying Party concerning the progress 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 Partydefense. In the event that the Indemnifying Indemnified Party fails to give such notice, it will be deemed to have elected not to conduct the defense shall assert a claim for Loss as a result of the subject claim, and in such event any loss suffered by the Indemnified Party will have the right to conduct in settling or defending such defense and, only with the prior consent of the Indemnifying Third 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 claimClaim, the Indemnified Party shall cooperate with and make available to notify the Indemnifying Party in writing of such assistance and materials as may be reasonably requested by it, all at the expense of the claim. The Indemnifying Party and shall pay all costs related to the Indemnified Party will have settlement or the right at its expense to participate in defense within thirty (30) days after a demand for 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. Any settlement to which the Indemnifying Party has consented in writing will conclusively be deemed to be an obligation with respect to which the Indemnified Party Loss or any component part is entitled to indemnification hereundermade.

Indemnification Notice. (a) Upon obtaining knowledge thereof, the indemnified party shall promptly notify the indemnifying party, in writing, of any facts or circumstances which may give rise to a right of indemnification under Section 5.01 hereof ("Notice of Claim"). The Notice of Claim shall specify the nature and details of such facts and circumstances (including any amount claimed) which may give rise to such right of indemnification. The indemnifying party shall not be obligated to indemnify an indemnified party for the increased amount of any claim or other matter which would otherwise have been payable to the extent such increase results from a failure to reasonably and promptly provide a Notice of Claim. (b) If the claim or demand set forth in the Notice of Claim relates to a claim or demand asserted by a third party (a "Third Party Claim"), the indemnifying party shall have the right to employ counsel acceptable to the indemnified party to defend any such claim or demand, and the indemnified party shall have the right to participate in the defense of any such Third Party Claim. The indemnifying party shall notify the indemnified party, in writing, within fifteen (15) days after the Date of the Notice of Claim (as hereinafter defined), of their decision to defend in good faith any Third Party Claim. So long as the indemnifying party is defending in good faith any such Third Party Claim, the indemnified party shall not settle or compromise such Third Party Claim. The indemnified party shall make available to the indemnifying party or its representatives all records and other materials reasonably required by them for their use in contesting any Third Party Claim and shall cooperate with the indemnifying party in connection therewith. If the indemnifying party does not so elect to defend any such Third Party Claim, the indemnified party shall have no obligation to do so. (c) As soon as is reasonably practicable after the Date of the Notice of Claim (as hereinafter defined), the indemnified party and the indemnifying party shall endeavor to agree upon the amount, if any, to which the indemnified party is entitled under this Article V. In the event that (i) an event occurs which gives a person or entity a the indemnifying party, on the one hand, and the indemnified party are unable to reach agreement upon the right to indemnification hereunder or (ii) any third of the indemnified party claim is asserted against a person or entity with respect to which such person or entity is entitled to indemnification hereunder, or upon the amount of any such person or entity (the "Indemnified Party") shallindemnification hereunder, within 60 days of the later of the occurrence of the event giving rise to the claim or the date that either the indemnified party learned or the indemnifying party may submit such dispute to any court of such claim (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 appearance or answer is due, whichever is earlier), notify the person or entity obligated to indemnify it (the "Indemnifying Party") of such claim by delivery of a written notice describing the claim and indicating the basis competent jurisdiction for indemnification hereunder. The Indemnifying Party will 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 will be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party 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 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 will 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 the Indemnifying Party. Any settlement to which the Indemnifying Party has consented in writing will conclusively be deemed to be an obligation with respect to which the Indemnified Party is entitled to indemnification hereunderresolution.

Indemnification Notice. (a) THIRD PARTY CLAIM. In the event that (i) MM2, an event occurs which gives MM2 Shareholder, a person Wien Entity or entity a right to indemnification hereunder or (ii) any third other party claim is asserted against a person or entity with respect to which such person or entity is entitled to indemnification hereunderunder SECTION 12.02 hereof shall choose to assert a claim for Loss or potential Loss based upon a claim by a third party ("THIRD PARTY CLAIM"), such person or entity the party seeking indemnification (the "Indemnified PartyINDEMNIFIED PARTY") shallshall notify the party against which indemnification is sought ("INDEMNIFYING PARTY") in writing of such claim, within 60 days of the later of promptly following the occurrence of the event giving rise thereto, certifying that such a claim has been asserted and the basis therefor which shall be set forth in reasonable detail ("NOTIFICATION"). (i) The Indemnifying Party shall acknowledge receipt of the Notification and advise the Indemnified Party in writing twenty (20) days after receipt thereof as to whether the Indemnifying Party agrees to such Third Party Claim and whether the defense of the Third Party Claim shall be undertaken by counsel of the choice of and at the expense of the Indemnifying Party. If the Indemnifying Party so agrees, the Indemnifying Party shall be deemed to have accepted any indemnifiable Loss suffered arising from such Third Party Claim, the defense of which has been assumed by the Indemnifying Party. If the Indemnifying Party advises the Indemnified Party that it shall undertake the defense of the Third Party Claim, the Indemnified Party shall deliver all the documents related to the claim Third Party Claim to the Indemnifying Party or to its counsel, after which the responsibility of the Indemnified Party for the defense of the Third Party Claim shall cease, except that the Indemnified Party shall make available all documents, books and records in its possession related to the Third Party Claim, at no expense to the Indemnifying Party, and shall fully cooperate with counsel for the Indemnifying Party, including providing its personnel who are acquainted with the facts or the date documents or books and records related to the Third Party Claim. (ii) If the Indemnifying Party advises the Indemnified Party that the indemnified party learned defense of the Third Party Claim will not be undertaken, either the Indemnified Party shall settle such Third Party Claim (in which case, the amount of such claim (provided, however, that if a claim arises by virtue of litigation, then in no event less than 10 days prior settlement and all attorneys' fees attendant to the date achievement of such settlement shall be deemed included in which an appearance or answer is due, whichever is earlierany computation to determine Loss), or the Indemnified Party shall notify the person or entity obligated Indemnifying Party of the identity of the counsel for the Indemnified Party who has been selected to indemnify it (defend the "Indemnifying Party") of such claim by delivery of a written notice describing the claim and indicating the basis for indemnification hereunderThird Party Claim. The Indemnifying Party will have the right, upon written notice to shall fully cooperate with the Indemnified Party within 10 days after receipt from and its counsel to the extent that the Indemnifying Party has knowledge of the facts or circumstances relating to the Third Party Claim and the Indemnified Party shall cause its counsel to be available to the Indemnifying Party or its counsel to respond to any inquiries of notice the Indemnifying Party concerning the progress 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 Partydefense. In the event that the Indemnifying Indemnified Party fails to give such notice, it will be deemed to have elected not to conduct the defense shall assert a claim for Loss as a result of the subject claim, and in such event any loss suffered by the Indemnified Party will have the right to conduct in settling or defending such defense and, only with the prior consent of the Indemnifying Third 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 claimClaim, the Indemnified Party shall cooperate with and make available to notify the Indemnifying Party in writing of such assistance and materials as may be reasonably requested by it, all at the expense of the claim. The Indemnifying Party and shall pay all costs related to the Indemnified Party will have settlement or the right at its expense to participate in defense within thirty (30) days after a demand for 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. Any settlement to which the Indemnifying Party has consented in writing will conclusively be deemed to be an obligation with respect to which the Indemnified Party Loss or any component part is entitled to indemnification hereundermade.

Indemnification Notice. In the event that (i) an event occurs which gives If a person GRWW/Subsidiary Indemnitee or entity a Company/Company Shareholder Indemnitee intends to exercise their 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 hereunderprovided in this Article X, such person GRWW/Subsidiary Indemnitee or entity Company/Company Shareholder Indemnitee will provide the Party or Parties from whom the indemnification will be sought (the "Indemnified Party"“Indemnitor”) shall, within 60 at least fifteen (15) days prior written notice (the “Indemnification Notice”) of such GRWW/Subsidiary Indemnitee’s or Company/Company Shareholder Indemnitee’s intention to do so and the later of the occurrence of the event facts or circumstances giving rise to the claim (“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 Claim may, at the date that option of GRWW/Subsidiary Indemnitee or Company/Company Shareholder Indemnitee, be asserted as soon as any situation, event or occurrence has been noticed by GRWW/Subsidiary Indemnitee or Company/Company Shareholder Indemnitee regardless of whether actual harm has been suffered or out-of-pocket expenses incurred. During such fifteen (15) Agreement and Plan of Merger and Reorganization - Page 27 day period, the indemnified party learned Indemnitor will be entitled to cure the defect or situation giving rise to the Indemnification Claim to the complete satisfaction of GRWW/Subsidiary Indemnitee or Company/Company Shareholder Indemnitee. If the Indemnitor is unwilling or unable to cure, to the complete satisfaction and the Indemnitor, the defect or situation giving rise to the Indemnification Claim during such fifteen (15) day period, the Indemnitor will assume the defense of such claim (provided, however, that if a claim arises by virtue of litigation, then in no event less than 10 days prior at its sole expense through counsel reasonably satisfactory to the date 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 in conflict (in which an appearance case the Indemnitor will not have the right to direct the defense of any such claim on behalf of such GRWW/Subsidiary Indemnitee or answer is due, whichever is earlierCompany/Company Shareholder Indemnitee), notify the person GRWW/Subsidiary Indemnitee or entity 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 will 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 Company/Company Shareholder Indemnitee may defend 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 related legal proceeding with such notice, it will be deemed to have elected not to conduct the defense of the subject claim, counsel and in such event manner as the Indemnified Party 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 conduct pay or settle any such defense and, only with the prior consent of the Indemnifying Party which claim provided in such event it 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 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 will have the right at waive its expense to participate in the defense, provided that the Indemnified Party will have the right to compromise and settle indemnity therefore by the claim only with the prior written consent of the Indemnifying Party. Any settlement to which the Indemnifying Party has consented in writing will conclusively be deemed to be an obligation with respect to which the Indemnified Party is entitled to indemnification hereunderIndemnitor.

Indemnification Notice. In If any civil, criminal, administrative or investigative action or proceeding (each, a “Claim”) is commenced against any Party entitled to indemnifications hereunder (an “Indemnified Party”), written notice thereof shall be given to the party that is obligated to provide indemnification (the “Indemnifying Party”) as promptly 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 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 this Agreement applies with respect to which such person or entity is entitled to indemnification hereunderClaim, such person or entity (then the "Indemnified Party") shallIndemnifying Party shall be entitled, within 60 days of the later of the occurrence of the event giving rise if it so elects, in a written notice delivered to the 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 Indemnified Party not less than 10 days prior to the date in on which an appearance or answer a response to such Claim is due, whichever is earlier)to take control of the defense and investigation of such Claim and to employ and engage attorneys of its choice to handle and defend the same, notify at the person or entity obligated to indemnify it (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, trial and defense of such claim by delivery of a written notice describing the claim Claim and indicating the basis for indemnification hereunder. The Indemnifying Party will have the rightany appeal arising there from; provided, upon written notice to however, that the Indemnified Party within 10 days after receipt from the Indemnified Party of notice may, at its own cost and expense, participate, through its attorneys or otherwise, in such investigation, trial and defense of such claim, to conduct at its expense Claim and any appeal arising there from. No settlement of a Claim that involves a remedy other than the defense against such claim in its own name, or if necessary in payment of money by the name Indemnifying Party shall be entered into without the consent of the Indemnified Party. In the event that After written notice by the Indemnifying Party fails to give such notice, it will be deemed the Indemnified Party of its election to have elected not to conduct assume full control of the defense of any such Claim, the subject claim, and in such event Indemnifying Party shall not be liable to the Indemnified Party will for any legal expenses incurred thereafter by such Indemnified Party in connection with 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 Party shall have the right to conduct defend the Claim in such defense andmanner as it may deem appropriate, 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 cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested by it, all at the cost and expense of the Indemnifying Party and the Indemnified Party will 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 the Indemnifying Party. Any settlement to which the Indemnifying Party has consented in writing will conclusively be deemed to be an obligation with respect to which the Indemnified Party is entitled to indemnification hereunder.

Indemnification Notice. In (a) If CMI or the event 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 Agreement for Losses (a “Claim”), the Indemnified Party shall so notify the indemnifying party (“Indemnifying Party“) in writing (the “Claim Notice“), which Claim Notice shall include (i) an event occurs which gives a person or entity a right to indemnification hereunder or 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 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” 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 applicable Loss with respect to 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 an “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, 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 any matter, including the basis and amount of such Claim, set forth in such Claim Notice by delivering to the Indemnified Party written notice setting forth such objections in reasonable detail. If the Indemnified Party does not receive a Claim Objection within the Objection Period, then the Indemnifying Party shall be deemed to 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 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 the Indemnifying resolving such dispute (such final determination by a court of competent jurisdiction or written agreement being a “Final Determination”) setting forth the amount, if any, which the Indemnified Party is entitled to receive (such amount, the “Final Indemnity Claim Amount”). (b) If, within the applicable survival period set forth in Section 9.2, any third party shall notify any Indemnified Party with respect to any third party claim is asserted against a person or entity with respect to the commencement of any investigation by any Governmental Authority which such person or entity is entitled to indemnification hereunder, such person or entity (the "Indemnified Party") shall, within 60 days of the later of the occurrence of the event giving may give rise to a Claim for indemnification against any Indemnifying Party under this Article 9, then the claim or Indemnified Party shall notify the date that the indemnified party learned of Indemnifying Party thereof promptly (such claim (Claim, a “Third Party Claim”); provided, however, that if a claim arises by virtue no delay on the part of litigation, the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then in no event less than 10 days prior solely to the date in which an appearance or answer extent) the Indemnifying Party thereby is due, whichever is earlier), notify the person or entity obligated to indemnify it (the "Indemnifying Party") of such claim by delivery of a written notice describing the claim actually and indicating the basis for indemnification hereundermaterially prejudiced. The Indemnifying Party will shall have the right, upon written notice to but not the Indemnified Party within 10 days after receipt from the Indemnified Party of notice of such claimobligation, to conduct at its expense defend against and to assume the defense against such claim of any Third Party Claim and any related action, suit or proceeding, in its own name, name or if necessary in the name of the Indemnified Party. In , at the event that Indemnifying Party’s expense with counsel of the Indemnifying Party’s choosing (which counsel shall be reasonably satisfactory to the Indemnified Party), if the Indemnifying Party fails to give such provides written notice (in which notice, the Indemnifying Party agrees that the Indemnified Party is entitled to full indemnification hereunder from the Indemnifying Party with respect to the applicable Third Party Claim), to the Indemnified Party within fifteen (15) days after receipt of a Third Party Claim; provided, that (i) the Indemnifying Party shall be entitled to direct the defense for only so long as the Indemnifying Party conducts the defense in an active and diligent manner and (ii) the Third Party Claim is not in respect of any matter involving criminal liability. The Indemnified Party is hereby authorized (upon reasonable prior written notice to the Indemnifying Party), and at the cost and expense of the Indemnifying Party, prior to the Indemnifying Party’s delivery of a written election to the Indemnified Party of its agreement to defend any Third Party Claim (pursuant to, and in accordance with, this Section 9.4(b)), to file any motion, answer or other pleading that it will be deemed shall reasonably deem necessary to have elected not protect its interests or those of the Indemnifying Party. If the Indemnifying Party elects to conduct assume the defense of the subject claima Third Party Claim pursuant to, and in such event the Indemnified Party will have the right to conduct such defense andaccordance with, 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 claimthis Section 9.4(b), the Indemnified Party may participate in such defense with counsel of its own choosing, at its own expense. The Indemnifying Party shall cooperate not, as long as it actively and diligently conducts the defense of any Third Party Claim and related action, suit or proceeding on behalf of the Indemnified Party, be liable to the Indemnified Party under this Article IX for any fees of such other counsel or any other expenses with respect to the defense of such Third Party Claim and make related action, suit or proceeding incurred by the Indemnified Party in connection with the defense of such Third Party Claim and related action, suit or proceeding; provided, however, that notwithstanding the foregoing, the Indemnifying Party shall pay the reasonable attorneys’ fees of the Indemnified Party if (x) the Indemnified Party’s counsel shall have reasonably concluded that there are defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party such assistance and materials as may be reasonably requested by it, all at or (y) the expense Indemnified Party’s counsel shall have concluded that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel for the Indemnifying Party and the Indemnified Party will have the right at its expense to participate in the defense, provided that the Party. The Indemnified Party will have not consent to any settlement or compromise with respect to the right to compromise applicable Third Party Claim and settle the claim only with related action, suit or proceeding without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld or delayed. Any The Indemnifying Party will not consent to the entry of any judgment with respect to the applicable Third Party Claim and related action, suit or proceeding, or enter into any settlement or compromise with respect to the applicable Third Party Claim and related action, suit or proceeding, unless (i) the Indemnifying Party obtained the prior written consent of the Indemnified Party, which shall not be unreasonably withheld or delayed or (ii) the Indemnifying Party pays all amounts in full and such judgment or settlement includes a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party and each of its equityholders, managers, directors, officers, employees, representatives, agents and Affiliates from all liability with respect thereto (provided, that notwithstanding anything herein to the contrary, the prior written consent of the Indemnified Party shall be required for the Indemnifying Party to enter into any settlement or compromise of any Third Party Claim and related action, suit or proceeding (A) where monetary damages are in excess of the remaining amount by which the Indemnifying Party has consented is liable pursuant to this Agreement (or would otherwise result in writing will conclusively be deemed to be liability in excess of an obligation with respect to which the Indemnified Party is entitled to applicable indemnification hereundercap in Section 9.3(c)), (B) that seeks equitable remedies and/or (C) that involves criminal liability).

Indemnification Notice. In the event that (i) an event occurs which gives If a person Purchaser Indemnitee or entity a Seller Indemnitee intends to exercise its 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 hereunderprovided in this Article 8, such person Purchaser Indemnitee or entity Seller Indemnitee shall provide the party or parties from whom the indemnification will be sought (the "Indemnified PartyIndemnitor") shall, within 60 at least fifteen (15) days prior written notice (the "Indemnification Notice") of such Purchaser Indemnitee's or Seller Indemnitee's intention to do so and the later of the occurrence of the event facts or circumstances giving rise to the claim ("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 Claim may, at the date that option of Purchaser Indemnitee or Seller Indemnitee, be asserted as soon as any situation, event or occurrence has been noticed by Purchaser Indemnitee or Seller Indemnitee regardless whether actual harm has been suffered or out-of-pocket expenses incurred. During such fifteen (15) day period, the indemnified party learned Indemnitor shall be entitled to cure the defect or situation giving rise to the Indemnification Claim to the complete satisfaction of Purchaser Indemnitee or Seller Indemnitee. If the Indemnitor is unwilling or unable to cure, to the complete satisfaction and the Indemnitor, the defect or situation giving rise to the Indemnification Claim during such fifteen (15) period, the Indemnitor shall assume the defense of such claim (provided, however, that if a claim arises by virtue of litigation, then in no event less than 10 days prior at its sole expense through counsel reasonably satisfactory to the date 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 in conflict (in which an appearance or answer is due, whichever is earlier), notify case the person or entity 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 will 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 will be deemed to have elected Indemnitor shall not to conduct the defense of the subject claim, and in such event the Indemnified Party will have the right to conduct direct the defense of any such defense andclaim on behalf of such Purchaser Indemnitee or Seller Indemnitee), only the Purchaser Indemnitee or Seller Indemnitee may defend against such claim or related legal proceeding with such counsel and in such manner as the prior 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 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 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 Indemnitor and the Indemnified Party will have reasonable legal and other expenses incurred by such Purchaser Indemnitee or Seller Indemnitee shall be borne by the right at its expense to participate in Indemnitor. Notwithstanding the defenseforegoing, provided that the Indemnified Party will each Purchaser Indemnitee or Seller Indemnitee shall have the right to compromise and pay or settle any such claim provided in such event it shall waive its right to indemnity therefore by the claim only with the prior written consent of the Indemnifying PartyIndemnitor. Any settlement to which the Indemnifying Party has consented in writing will conclusively be deemed to be an obligation with respect to which the Indemnified Party is entitled to indemnification hereunder.AGREEMENT AND PLAN OF MERGER AND REORGANIZATION - PAGE 33 39

Indemnification Notice. In the event that (i) an event occurs which gives a person or entity a right to indemnification hereunder or (ii) any third Each party claim is asserted against a person or entity with respect to which such person or entity is entitled to indemnification hereunder, such person or entity under this Section 5 (the "Indemnified Party") shall, within 60 days of the later of the occurrence of the event giving rise shall give notice to the 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 required to the date in which an appearance or answer is due, whichever is earlier), notify the person or entity obligated to indemnify it provide indemnification (the "Indemnifying Party") of promptly after 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 within 10 days after receipt from the Indemnified Party has actual knowledge of notice of such claimany claim as to which indemnity may be sought, 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 and shall permit the Indemnifying Party fails to give assume the defense of any such noticeclaim or any litigation resulting therefrom, it will be deemed to have elected not to provided that 7 - REGISTRATION RIGHTS AGREEMENT PDX/112816/141153/DLH/1395262.1 counsel for the Indemnifying Party, who shall conduct the defense of the subject claimsuch claim or litigation, and in such event shall be approved by the Indemnified Party will (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 conduct such defense andretain one separate counsel, only with the prior consent 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 which will 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 compromise and settle entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the claim. In giving by the event that the Indemnifying Party does elect claimant or plaintiff to conduct the defense of the subject claim, the such Indemnified Party shall cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested by it, of a release from all at the expense of the Indemnifying Party and the Indemnified Party will have the right at its expense to participate liability 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. Any settlement to which the Indemnifying Party has consented in writing will conclusively be deemed to be an obligation with respect to which the Indemnified Party is entitled to indemnification hereundersuch claim or litigation.