Common use of Loss Indemnity Procedure Clause in Contracts

Loss Indemnity Procedure. Upon learning of the commencement of a Covered Action or the actual receipt by the parties claiming a right of indemnification (the "Indemnified Party") of information relating to the purported existence of facts or circumstances which could result in the commencement of a Covered Action or other incurrence of Loss, the Indemnified Party shall promptly, but no later than fifteen (15) days after learning of such commencement or receipt, give notice ("Indemnification Notice") thereof, with reasonable specificity of the facts as then known to the party having the indemnification obligation (the "Indemnifying Party"); provided, however, failure to give timely such notice shall not release the Indemnifying Party of its obligations hereunder except, and only, to the extent the Indemnifying Party suffers actual prejudice as a proximate result of such failure. (a) The Indemnifying Party shall have the right to assume the defense of any such Covered Action by giving written notice (the "Assumption Notice") to the Indemnified Party within 20 days after notice given pursuant to this Section 12.4 which Assumption Notice shall state that (i) the Indemnifying Party agrees that the claimant is entitled to indemnification hereunder and that any resulting Loss for which it is or they are liable; and (ii) it agrees or they agree to assume the defense thereof in the name and on behalf of the Indemnified Party with counsel reasonably satisfactory to the Indemnified Party, in either event at the sole cost and expense of the Indemnifying Party; provided, however, (x) all such costs and expenses of the foregoing counsel, if not paid by the Indemnifying Party and instead paid by the Indemnified Party shall be Losses for which the Indemnified Party is indemnified under this Section 12.4, (y) the Indemnified Party, notwithstanding the timely delivery of an Assumption Notice, may participate in such Covered Action through counsel separately selected and paid for by the Indemnified Party, and (z) if no Assumption Notice is timely given, or despite the giving of the Assumption Notice the defendants in any Covered Action include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the Indemnifying Party, or if there is a conflict of interest which would prevent counsel for the Indemnifying Party from also representing the Indemnified Party, the Indemnified Party shall have the right to select one separate counsel to conduct the defense of such action on its behalf, and all such costs and expenses shall be paid by the Indemnifying Party and, if paid by the Indemnified Party, shall be Losses under this Section 12.4. The Indemnified Party may take such action with respect to a Covered Action as it may deem appropriate to protect against further damage or default, including obtaining an extension of time to answer the complaint or other pleading or filing an answer thereto. (b) In no event shall a Principal Shareholder (where a Principal Shareholder is the Indemnifying Party or where the Principal Shareholders are Indemnifying Parties) consent to the entry of any judgment or enter into any settlement without the written consent of Surviving Corporation, which shall not be unreasonably withheld or delayed. Subject to Section 12.4(a) above, no Indemnified Party shall consent to the entry of any judgment or enter into any settlement relating to a Loss without the written consent of the Indemnifying Party, which shall not be unreasonably withheld or delayed.

Loss Indemnity Procedure. (i) Upon learning of the commencement of a Covered Action or the actual receipt by the parties party claiming a right of indemnification (the "Indemnified Party") of information relating to the purported existence of facts or circumstances which could result in the commencement of a Covered Action or other incurrence of a Purchaser Loss or Seller Loss, the party claiming the right of indemnification (the "Indemnified Party Party") shall promptly, but no later than fifteen (15) days after learning of such commencement or receipt, give notice ("Indemnification Notice") thereof, with reasonable specificity of the facts as then known known, to the party having the indemnification obligation (the "Indemnifying Party"); provided, however, failure to give timely such notice shall not release the Indemnifying Party of its obligations hereunder exceptexcept if, and only, only to the extent that, the Indemnifying Party suffers actual prejudice as a proximate result of such failure. (aii) The Indemnifying Party shall have the right to assume the defense of any such Covered Action only by giving written notice (the "Assumption Notice") to the Indemnified Party within 20 days after notice given pursuant to this Section 12.4 9(c)(i) above, which Assumption Notice shall state that (iA) the Indemnifying Party it agrees that the claimant is entitled to indemnification hereunder and that any resulting Loss for which it is or they are liablehereunder; and (iiB) it agrees or they agree to assume the defense thereof in the name and on behalf of the Indemnified Party with counsel reasonably satisfactory to the Indemnified Party, in either event at the sole cost and expense of the Indemnifying Party; provided, however, (x) all such costs and expenses of the foregoing counsel, if not paid by the Indemnifying Party and instead paid by the Indemnified Party shall be Losses for which the Indemnified Party is indemnified under this Section 12.4, (y) the Indemnified Party, notwithstanding the timely delivery of an Assumption Notice, may participate in such Covered Action through counsel separately selected and paid for by the Indemnified Party, and (z) if no Assumption Notice is timely given, or despite the giving of the Assumption Notice the defendants in any Covered Action include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the Indemnifying Party, or if there is a conflict of interest which would prevent counsel for the Indemnifying Party from also representing the Indemnified Party, the Indemnified Party shall have the right to select one separate counsel to conduct the defense of such action on its behalf, and all such costs and expenses shall be paid by the Indemnifying Party and, if paid by the Indemnified Party, shall be Losses under this Section 12.4. The Indemnified Party may take such action with respect to a Covered Action as it may deem appropriate to protect against further damage or default, including obtaining an extension of time to answer the complaint or other pleading or filing an answer thereto. (b) In no event shall a Principal Shareholder (where a Principal Shareholder is the Indemnifying Party or where the Principal Shareholders are Indemnifying Parties) consent to the entry of any judgment or enter into any settlement without the written consent of Surviving Corporation, which shall not be unreasonably withheld or delayed. Subject to Section 12.4(a) above, no Indemnified Party shall consent to the entry of any judgment or enter into any settlement relating to a Loss without the written consent of the Indemnifying Party, which shall not be unreasonably withheld or delayed.,

Loss Indemnity Procedure. (i) Upon learning of the commencement of a Covered Action or the actual receipt by the parties party claiming a right of indemnification (the "Indemnified Party") of information relating to the purported existence of facts or circumstances which could result in the commencement of a Purchaser or Seller Covered Action or other incurrence of a Purchaser or Seller Loss, the party claiming the right of indemnification (the "Indemnified Party Party") shall promptly, but no later than fifteen (15) days after learning of such commencement or receipt, give notice ("Indemnification Notice") thereof, with reasonable specificity of the facts as then known known, to the party having the indemnification obligation (the "Indemnifying Party"); provided, however, failure to give timely such notice shall not release the Indemnifying Party of its obligations hereunder exceptexcept if, and only, only to the extent that, the Indemnifying Party suffers actual prejudice as a proximate result of such failure. (aii) The Indemnifying Party shall have the right to assume the defense of any such Covered Action only by giving written notice (the "Assumption Notice") to the Indemnified Party within 20 days after notice given pursuant to this Section 12.4 9(c)(i) above, which Assumption Notice shall state that (iA) the Indemnifying Party it agrees that the claimant is entitled to indemnification hereunder and that any resulting Loss for which it is or they are liablehereunder; and (iiB) it agrees or they agree to assume the defense thereof in the name and on behalf of the Indemnified Party with counsel reasonably satisfactory to the Indemnified Party, in either event at the sole cost and expense of the Indemnifying Party; provided, however, (x) : A. all such costs and expenses of the foregoing counsel, if not paid by the Indemnifying Party and instead paid by the Indemnified Party shall be Losses for which indemnifiable by the Indemnified Indemnifying Party is indemnified under this Section 12.49(a) or (b), (y) as the case may be, B. the Indemnified Party, notwithstanding the timely delivery of an Assumption Notice, may participate in such Covered Action through counsel separately selected and paid for by the Indemnified Party, and (z) and C. if no Assumption Notice complying with subclauses (A) and (B) above is timely given, or despite the giving of the Assumption Notice the defendants in any Purchaser Covered Action or Seller Covered Action, as the case may be, include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the Indemnifying Party, or if there is a conflict of interest which would prevent counsel for the Indemnifying Party from also representing the Indemnified Party, then the Indemnified Party in each of the foregoing cases shall have the right to select one separate counsel to conduct the defense of such action on its behalf, and all such costs and expenses shall be paid by the Indemnifying Party and, if paid by the Indemnified Party, shall be Purchaser Losses or Seller Losses indemnifiable by the Indemnifying Party under this Section 12.4Subsection 9(a) or (b), as the case may be. The Indemnified Party may take such action with respect to a Purchaser or Seller Covered Action as it may deem appropriate to protect against further damage or default, including obtaining an extension of time to answer the complaint or other pleading or filing an answer thereto. (biii) In no event shall a Principal Shareholder (where a Principal Shareholder Where either of the Sellers is the Indemnifying Party or where the Principal Shareholders are Indemnifying Parties) Party, such Seller shall not consent to the entry of any judgment or enter into any settlement without the written consent of Surviving Corporationthe Purchaser, which shall not be unreasonably withheld or delayed. Subject to Section 12.4(a) aboveWhere the Purchaser is the Indemnifying Party, no Indemnified Party the Purchaser shall not consent to the entry of any judgment or enter into any settlement relating to a Loss without the written consent of the Indemnifying Partysuch Seller, if applicable, which shall consent will not be unreasonably withheld or delayed.

Loss Indemnity Procedure. (i) Upon learning of the commencement of a Covered Action or the actual receipt by the parties Party claiming a right of indemnification (the "Indemnified Party") of information relating to the purported existence of facts or circumstances which could result in the commencement of a Covered Action or other incurrence of Loss, the Indemnified Party shall promptly, but no later than fifteen ten (1510) working days after learning of such commencement or receipt, give written notice ("Indemnification Notice") thereof, with reasonable specificity of the facts as then known known, to the party Party or Parties having the indemnification obligation (the "Indemnifying Party"); " without regard to number) provided, however, failure to give timely such notice shall not release the Indemnifying Party of its obligations hereunder except, and only, to the extent the Indemnifying Party suffers actual prejudice as a proximate result of such failure. (aii) The Indemnifying Party shall have the right to assume the defense of any any' such Covered Action by giving written notice (the "Assumption Notice") to the Indemnified Party within 20 ten (10) working days after notice is given pursuant to this Section 12.4 Subsection (c)(i) above, which Assumption Notice shall state that (iA) the Indemnifying Party it agrees that the claimant is entitled to indemnification hereunder and that any resulting Loss is a Purchaser Loss or a Seller Loss, as the case may be, for which it is or they are liable; and (iiB) it agrees or they agree to assume the defense thereof in the name and on behalf of the Indemnified Party with counsel reasonably satisfactory to the Indemnified Party, in either event at the sole cost and expense of the Indemnifying Party; provided, however, (x1) all such costs and expenses of the foregoing counsel, if not paid by the Indemnifying Party and instead paid by the Indemnified Party shall be Losses for which indemnifiable by the Indemnified Indemnifying Party is indemnified under this Section 12.413(a) or (b), as the case may be, (y2) the Indemnified Party, notwithstanding the timely delivery of an Assumption Notice, may participate in such Covered Action through counsel separately selected and paid for by the Indemnified Party, and (z3) if no Assumption Notice is timely given, or despite the giving of the Assumption Notice the defendants in any Covered Action include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the Indemnifying Party, or if there is a conflict of interest which would prevent counsel for the Indemnifying Party from also representing the Indemnified Party, the Indemnified Party shall have the right to select one separate counsel to conduct the defense of such action on its behalf, and all such costs and expenses shall be paid by the Indemnifying Party and, if paid by the Indemnified Party, shall be Losses under this Section 12.413(a) or (b), as the case may be. The Indemnified Party may take such action with respect to a Covered Action as it may deem appropriate to protect against further damage or default, including obtaining an extension of time to answer the complaint or other pleading or filing an answer thereto. (biii) In no event shall a Principal Shareholder (where a Principal Shareholder Where Seller is the Indemnifying Party Party, Seller shall not consent to the entry of any judgment or where enter into any settlement without the Principal Shareholders are prior written consent of Purchaser, which shall not be unreasonably withheld or delayed. Where Purchaser is the Indemnifying Parties) Party, Purchaser shall not consent to the entry of any judgment or enter into any settlement without the written consent of Surviving Corporation, which shall not be unreasonably withheld or delayed. Subject to Section 12.4(a) above, no Indemnified Party shall consent to the entry of any judgment or enter into any settlement relating to a Loss without the written consent of the Indemnifying PartySeller, which shall not be unreasonably withheld or delayed.

Loss Indemnity Procedure. (i) Upon learning of the commencement of a Covered Action or the actual receipt by the parties Party claiming a right of indemnification (the "Indemnified Party") of information relating to the purported existence of facts or circumstances which involving a third party claim that could result in the commencement of a Covered Action or other incurrence of LossLoss (a "Covered Action"), the Indemnified Party shall promptly, but no later than fifteen (15) days after learning of such commencement or receipt, give written notice ("Indemnification Notice") thereof, with reasonable specificity of the facts as then known known, to the party Party having the indemnification obligation (the "Indemnifying Party"); provided, howeverthat, failure to give timely such notice shall not release the Indemnifying Party of its obligations hereunder except, and only, to the extent the Indemnifying Party suffers actual prejudice as a proximate result of such failure. (aii) The Indemnifying Party shall have the right to assume the defense of any such Covered Action involving a third party claim by giving written notice (the "Assumption Notice") to the Indemnified Party within 20 ten (10) days after notice is given pursuant to this Section 12.4 11(e)(i) above, which Assumption Notice shall state that (iA) the Indemnifying Party agrees that the claimant is entitled to indemnification hereunder and that any resulting Loss is a Loss for which it is or they are liable; liable and (iiB) it the Indemnifying Party agrees or they agree to assume the defense thereof in the name and on behalf of the Indemnified Party with counsel reasonably satisfactory to the Indemnified Party, in either event at the sole cost and expense of the Indemnifying Party; provided, however, that (x1) all such costs and expenses of the foregoing counsel, if not paid by the Indemnifying Party and instead paid by the Indemnified Party shall be Losses for which indemnifiable by the Indemnified Indemnifying Party is indemnified under this Section 12.411(a) or (b), as the case may be, (y2) the Indemnified Party, notwithstanding the timely delivery of an Assumption Notice, may participate in such Covered Action through counsel separately selected and paid for by the Indemnified Party, and (z3) if no Assumption Notice is timely given, or despite the giving of the Assumption Notice the defendants in any Covered Action include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the Indemnifying Party, or if there is a conflict of interest which would prevent counsel for the Indemnifying Party from also representing the Indemnified Party, the Indemnified Party shall have the right to select one separate counsel to conduct the defense of such action on its behalf, and all such costs and expenses shall be paid by the Indemnifying Party and, if paid by the Indemnified Party, shall be Losses under this Section 12.4. The Indemnified Party 11(a) or (b), as the case may take such action with respect to a Covered Action as it may deem appropriate to protect against further damage or default, including obtaining an extension of time to answer the complaint or other pleading or filing an answer theretobe. (biii) In no event shall a Principal Shareholder (where a Principal Shareholder Where Seller is the Indemnifying Party or where the Principal Shareholders are Indemnifying Parties) Party, Seller shall not consent to the entry of any judgment or enter into any settlement without the written consent of Surviving Corporation, which shall not be unreasonably withheld or delayed. Subject to Section 12.4(a) above, no Indemnified Party shall consent to the entry of any judgment or enter into any settlement relating to a Loss without the written consent of the Indemnifying PartyPurchaser, which shall not be unreasonably withheld or delayed. (iv) A claim for indemnification not involving a third party claim may be asserted by notice to the Indemnifying Party.

Loss Indemnity Procedure. Upon learning of the commencement of a Covered Action or the actual receipt by the parties claiming a right of indemnification (the "?Indemnified Party"?) of information relating to the purported existence of facts or circumstances which could result in the commencement of a Covered Action or other incurrence of Loss, the Indemnified Party shall promptly, but no later than fifteen (15) days after learning of such commencement or receipt, give notice ("?Indemnification Notice"?) thereof, with reasonable specificity of the facts as then known to the party having the indemnification obligation (the "?Indemnifying Party"?); provided, however, failure to give timely such notice shall not release the Indemnifying Party of its obligations hereunder except, and only, to the extent the Indemnifying Party suffers actual prejudice as a proximate result of such failure. (a) The Indemnifying Party shall have the right to assume the defense of any such Covered Action by giving written notice (the "?Assumption Notice"?) to the Indemnified Party within 20 days after notice given pursuant to this Section 12.4 11.4 which Assumption Notice shall state that (i) the Indemnifying Party agrees that the claimant is entitled to indemnification hereunder and that any resulting Loss for which it is or they are liable; and (ii) it agrees or they agree to assume the defense thereof in the name and on behalf of the Indemnified Party with counsel reasonably satisfactory to the Indemnified Party, in either event at the sole cost and expense of the Indemnifying Party; provided, however, (x) all such costs and expenses of the foregoing counsel, if not paid by the Indemnifying Party and instead paid by the Indemnified Party shall be Losses for which the Indemnified Party is indemnified under this Section 12.411.4, (y) the Indemnified Party, notwithstanding the timely delivery of an Assumption Notice, may participate in such Covered Action through counsel separately selected and paid for by the Indemnified Party, and (z) if no Assumption Notice is timely given, or despite the giving of the Assumption Notice the defendants in any Covered Action include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the Indemnifying Party, or if there is a conflict of interest which would prevent counsel for the Indemnifying Party from also representing the Indemnified Party, the Indemnified Party shall have the right to select one separate counsel to conduct the defense of such action on its behalf, and all such costs and expenses shall be paid by the Indemnifying Party and, if paid by the Indemnified Party, shall be Losses under this Section 12.411.4. The Indemnified Party may take such action with respect to a Covered Action as it may deem appropriate to protect against further damage or default, including obtaining an extension of time to answer the complaint or other pleading or filing an answer thereto. (b) In no event shall a Principal Shareholder (where a Principal Shareholder is the an Indemnifying Party or where the Principal Shareholders are Indemnifying Parties) consent to the entry of any judgment or enter into any settlement without the written consent of Surviving Corporationthe Indemnified Party, which shall not be unreasonably withheld or delayed. Subject to Section 12.4(a) above, no No Indemnified Party shall consent to the entry of any judgment or enter into any settlement relating to a Loss without the written consent of the Indemnifying Party, which shall not be unreasonably withheld or delayed.

Loss Indemnity Procedure. Upon learning of the commencement of a Covered Action or the actual receipt by the parties claiming a right of indemnification (the "Indemnified Party") of information relating to the purported existence of facts or circumstances which could result in the commencement of a Covered Action or other incurrence of Loss, the Indemnified Party shall promptly, but no later than fifteen (15) days after learning of such commencement or receipt, give notice ("Indemnification Notice") thereof, with reasonable specificity of the facts as then known to the party having the indemnification obligation (the "Indemnifying Party"); provided, however, failure to give timely such notice shall not release the Indemnifying Party of its obligations hereunder except, and only, to the extent the Indemnifying Party suffers actual prejudice as a proximate result of such failure. (a) The Indemnifying Party shall have the right to assume the defense of any such Covered Action by giving written notice (the "Assumption Notice") to the Indemnified Party within 20 days after notice given pursuant to this Section 12.4 which Assumption Notice shall state that (i) the Indemnifying Party agrees that the claimant is entitled to indemnification hereunder and that any resulting Loss for which it is or they are liable; and (ii) it agrees or they agree to assume the defense thereof in the name and on behalf of the Indemnified Party with counsel reasonably satisfactory to the Indemnified Party, in either event at the sole cost and expense of the Indemnifying Party; provided, however, (x) all such costs and expenses of the foregoing counsel, if not paid by the Indemnifying Party and instead paid by the Indemnified Party shall be Losses for which the Indemnified Party is indemnified under this Section 12.4, (y) the Indemnified Party, notwithstanding the timely delivery of an Assumption Notice, may participate in such Covered Action through counsel separately selected and paid for by the Indemnified Party, and (z) if no Assumption Notice is timely given, or despite the giving of the Assumption Notice the defendants in any Covered Action include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the Indemnifying Party, or if there is a conflict of interest which would prevent counsel for the Indemnifying Party from also representing the Indemnified Party, the Indemnified Party shall have the right to select one separate counsel to conduct the defense of such action on its behalf, and all such costs and expenses shall be paid by the Indemnifying Party and, if paid by the Indemnified Party, shall be Losses under this Section 12.4. The Indemnified Party may take such action with respect to a Covered Action as it may deem appropriate to protect against further damage or default, including obtaining an extension of time to answer the complaint or other pleading or filing an answer thereto. (b) In no event shall a Principal Shareholder (where a Principal Shareholder is the Indemnifying Party or where the Principal Shareholders are Indemnifying Parties) consent to the entry of any judgment or enter into any settlement without the written consent of Surviving Corporation, which shall not be unreasonably withheld or delayed. Subject to Section 12.4(a) above, no Indemnified Party shall consent to the entry of any judgment or enter into any settlement relating to a Loss without the written consent of the Indemnifying Party, which shall not be unreasonably withheld or delayed.

Loss Indemnity Procedure. (i) Upon learning of the commencement of a Covered Action or the actual receipt by the parties party claiming a right of indemnification (the "Indemnified Party") of information relating to the purported existence of facts or circumstances which could result in the commencement of a Covered Action or other incurrence of a Purchaser Loss or Seller Loss, the party claiming the right of indemnification (the "Indemnified Party Party") shall promptly, but no later than fifteen (15) days after learning of such commencement or receipt, give notice ("Indemnification Notice") thereof, with reasonable specificity of the facts as then known known, to the party having the indemnification obligation (the "Indemnifying Party"); provided, however, failure to give timely such notice shall not release the Indemnifying Party of its obligations hereunder except, except and only, only to the extent the Indemnifying Party suffers actual prejudice as a proximate result of such failure. (aii) The Indemnifying Party shall have the right to assume the defense of any such Covered Action only by giving written notice (the "Assumption Notice") to the Indemnified Party within 20 days after notice given pursuant to this Section 12.4 8(c)(i) above, which Assumption Notice shall state that (iA) the Indemnifying Party it agrees that the claimant is entitled to indemnification hereunder and that any resulting Loss for which it is or they are liablehereunder; and (iiB) it agrees or they agree to assume the defense thereof in the name and on behalf of the Indemnified Party with counsel reasonably satisfactory to the Indemnified Party, in either event at the sole cost and expense of the Indemnifying Party; provided, however, (x) all such costs and expenses of the foregoing counsel, if not paid by the Indemnifying Party and instead paid by the Indemnified Party shall be Losses for which the Indemnified Party is indemnified under this Section 12.4, (y) the Indemnified Party, notwithstanding the timely delivery of an Assumption Notice, may participate in such Covered Action through counsel separately selected and paid for by the Indemnified Party, and (z) if no Assumption Notice is timely given, or despite the giving of the Assumption Notice the defendants in any Covered Action include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the Indemnifying Party, or if there is a conflict of interest which would prevent counsel for the Indemnifying Party from also representing the Indemnified Party, the Indemnified Party shall have the right to select one separate counsel to conduct the defense of such action on its behalf, and all such costs and expenses shall be paid by the Indemnifying Party and, if paid by the Indemnified Party, shall be Losses under this Section 12.4. The Indemnified Party may take such action with respect to a Covered Action as it may deem appropriate to protect against further damage or default, including obtaining an extension of time to answer the complaint or other pleading or filing an answer thereto. (b) In no event shall a Principal Shareholder (where a Principal Shareholder is the Indemnifying Party or where the Principal Shareholders are Indemnifying Parties) consent to the entry of any judgment or enter into any settlement without the written consent of Surviving Corporation, which shall not be unreasonably withheld or delayed. Subject to Section 12.4(a) above, no Indemnified Party shall consent to the entry of any judgment or enter into any settlement relating to a Loss without the written consent of the Indemnifying Party, which shall not be unreasonably withheld or delayed.,

Loss Indemnity Procedure. (a) Upon learning of the commencement of a Covered Action or the actual receipt by the parties party claiming a right of indemnification (the "Indemnified Party") of information relating to the purported existence of facts or circumstances which could result in the commencement of a Covered Action or other incurrence of Loss, the Indemnified Party shall promptly, but no later than fifteen (15) days after learning of such commencement or receipt, give notice ("Indemnification Notice") thereof, with reasonable specificity of the facts as then known to the party having the indemnification obligation (the "Indemnifying Party"); provided, however, failure to give timely such notice shall not release the Indemnifying Party of its obligations hereunder except, and only, to the extent the Indemnifying Party suffers actual prejudice as a proximate result of such failure. (ab) The Indemnifying Party shall have the right to assume the defense of any such Covered Action by giving written notice (the "Assumption Notice") to the Indemnified Party within 20 days after notice given pursuant to this Section 12.4 8.4(a) above, which Assumption Notice shall state that (i) the Indemnifying Party it agrees that the claimant is entitled to indemnification hereunder and that any resulting Loss is a Survivor Loss or a Shareholder Loss, as the case may be, for which it is or they are liable; and (ii) it agrees or they agree to assume the defense thereof in the name and on behalf of the Indemnified Party with counsel reasonably satisfactory to the Indemnified Party, in either event at the sole cost and expense of the Indemnifying Party; provided, however, (x) all such costs and expenses of the foregoing counsel, if not paid by the Indemnifying Party and instead paid by the Indemnified Party shall be Losses for which the Indemnified Party is indemnified under this Section 12.48.1 or Section 8.2 above, as the case may be, (y) the Indemnified Party, notwithstanding the timely delivery of an Assumption Notice, may participate in such Covered Action through counsel separately selected and paid for by the Indemnified Party, and (z) if no Assumption Notice is timely given, or despite the giving of the Assumption Notice the defendants in any Covered Action include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the Indemnifying Party, or if there is a conflict of interest which would prevent counsel for the Indemnifying Party from also representing the Indemnified Party, the Indemnified Party shall have the right to select one separate counsel to conduct the defense of such action on its behalf, and all such costs and expenses shall be paid by the Indemnifying Party and, if paid by the Indemnified Party, shall be Losses under this Section 12.48.1 or 8.2 above, as the case may be. The Indemnified Party may take such action with respect to a Covered Action as it may deem appropriate to protect against further damage or default, including obtaining an extension of time to answer the complaint or other pleading or filing an answer thereto. (bc) In no event shall a Principal Shareholder (where a Principal Shareholder is the Indemnifying Party or where the Principal Shareholders are Indemnifying Parties) consent to the entry of any judgment or enter into any settlement without the written consent of Surviving Corporation, which shall not be unreasonably withheld or delayed. Subject to Section 12.4(a8.4(b) above, no Indemnified Party Surviving Corporation shall not consent to the entry of any judgment or enter into any settlement relating to a Survivor Loss without the written consent of the Indemnifying Partyboth Shareholders, which shall not be unreasonably withheld or delayed.

Loss Indemnity Procedure. (i) Upon learning of the commencement of a Covered Action or the actual receipt by the parties party claiming a right of indemnification (the "Indemnified Party") of information relating to the purported existence of facts or circumstances which could result in the commencement of a Purchaser or Sellers' Covered Action or other incurrence of a Purchaser or Sellers Loss, the Indemnified Party party claiming the right of indemnification (the "INDEMNIFIED PARTY") shall promptly, but no later than fifteen (15) days after learning of such commencement or receipt, give notice ("Indemnification Notice") thereof, with reasonable specificity of the facts as then known (the "INDEMNITY NOTICE"), to the party having asserted to have the indemnification obligation (the "Indemnifying PartyINDEMNIFYING PARTY"); provided, however, failure to give timely such notice shall not release the Indemnifying Party of its obligations hereunder exceptexcept if, and only, only to the extent that, the Indemnifying Party suffers actual prejudice as a proximate result of such failure. (aii) The Indemnifying Party shall have the right to assume the defense of any such Covered Action only by giving written notice (the "Assumption NoticeASSUMPTION NOTICE") to the Indemnified Party within 20 days after notice given pursuant to this Section 12.4 the Indemnity Notice has been given, which Assumption Notice shall state that (iA) the Indemnifying Party it agrees that the claimant is entitled to indemnification hereunder and that any resulting Loss for which it is or they are liablehereunder; and (iiB) it agrees or they agree to assume the defense thereof in the name and on behalf of the Indemnified Party with counsel reasonably satisfactory to the Indemnified Party, in either event at the sole cost and expense of the Indemnifying Party; provided, however, (x) all such costs and expenses of the foregoing counsel, if not paid by the Indemnifying Party and instead paid by the Indemnified Party shall be Losses for which the Indemnified Party is indemnified under this Section 12.4, (y) the Indemnified Party, notwithstanding the timely delivery of an Assumption Notice, may participate in such Covered Action through counsel separately selected and paid for by the Indemnified Party, and (z) if no Assumption Notice is timely given, or despite the giving of the Assumption Notice the defendants in any Covered Action include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the Indemnifying Party, or if there is a conflict of interest which would prevent counsel for the Indemnifying Party from also representing the Indemnified Party, the Indemnified Party shall have the right to select one separate counsel to conduct the defense of such action on its behalf, and all such costs and expenses shall be paid by the Indemnifying Party and, if paid by the Indemnified Party, shall be Losses under this Section 12.4. The Indemnified Party may take such action with respect to a Covered Action as it may deem appropriate to protect against further damage or default, including obtaining an extension of time to answer the complaint or other pleading or filing an answer thereto. (b) In no event shall a Principal Shareholder (where a Principal Shareholder is the Indemnifying Party or where the Principal Shareholders are Indemnifying Parties) consent to the entry of any judgment or enter into any settlement without the written consent of Surviving Corporation, which shall not be unreasonably withheld or delayed. Subject to Section 12.4(a) above, no Indemnified Party shall consent to the entry of any judgment or enter into any settlement relating to a Loss without the written consent of the Indemnifying Party, which shall not be unreasonably withheld or delayed.: