Common use of Matters Involving Third Parties Clause in Contracts

Matters Involving Third Parties. (a) If any third party shall notify any Party (the “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article 12, then the Indemnified Party shall, if a claim is to be made against an Indemnifying Party under this Article 12, promptly (and in any event within five (5) business days after receiving notice of the Third-Party Claim) notify each Indemnifying Party thereof in writing. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five (5) business days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third-Party Claim. Notwithstanding anything in the foregoing to the contrary, the failure of an Indemnified Party to give such notice to the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of the matter giving rise to the Indemnified Party’s claim is prejudiced by the Indemnified Party’s failure to give or delay in giving such notice.

Matters Involving Third Parties. (ai) If any third party shall notify any Party (the “"Indemnified Party”") with respect to any matter (a “Third-"Third Party Claim”") which that may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article 12Section 8, then the Indemnified Party shall, if a claim is to be made against an Indemnifying Party under this Article 12, shall promptly (and in any event within five (5) business days after receiving notice of the Third-Third Party Claim) notify each the Indemnifying Party thereof in writing. Thereafter(ii) The Indemnifying Party will have the right to assume and thereafter conduct the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until the Indemnifying Party assumes the defense of the Third Party Claim as provided in subsection 8(d)(ii) above, however, the Indemnified Party shall deliver may defend against the Third Party Claim in any manner it reasonably may deem appropriate. (iv) In no event will the Indemnified Party consent to the Indemnifying Party, within five (5) business days after the Indemnified Party’s receipt thereof, copies entry of all notices and documents (including court papers) received by the indemnified party relating any judgment or enter into any settlement with respect to the Third-Third Party Claim. Notwithstanding anything in Claim without the foregoing to the contrary, the failure prior written consent of an Indemnified Party to give such notice to the Indemnifying Party which consent shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of the matter giving rise to the Indemnified Party’s claim is prejudiced by the Indemnified Party’s failure to give or delay in giving such notice.be withheld unreasonably. (e)

Matters Involving Third Parties. (a) 9.5.1. If any third party shall notify notifies any Indemnified Party (the “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) which that may give rise to a claim for indemnification against any other Indemnifying Party (the “Indemnifying Party”) under this Article 12Section 9 (a “Third Party Claim”), then the Indemnified Party shallwill promptly notify in writing the Indemnifying Party of such Third Party Claim (such notification, if a claim is “Claim Notice”) describing in reasonable detail the basis for such Third Party Claim (including identification of the provisions of this Agreement alleged to have been breached and the amount of Losses incurred or suffered, or expected to be made against an incurred or suffered, with respect thereto) and enclosing copies of any documents then available to the Indemnified Party relating to such Third Party Claim and thereafter provide the Indemnifying Party under this Article 12such documents and information with respect thereto that the Indemnifying Party may reasonably request; provided, promptly (and in any event within five (5) business days after receiving notice however, that no delay on the part of the Third-Indemnified Party Claim) notify each in notifying any Indemnifying Party thereof in writingwill relieve the Indemnifying Party from any indemnification obligation hereunder unless and to the extent that the Indemnifying Party is prejudiced thereby. Thereafter, the Indemnified Party shall will promptly deliver to the Indemnifying Party, within five (5) business days after the Indemnified Party’s Party following receipt thereof, copies of all notices notices, demands and other documents (including court papers) received by the indemnified party Indemnified Party relating to the Third-Third Party Claim. Notwithstanding anything in the foregoing This Section 9.5 shall not apply to the contrary, the failure of an Indemnified Party to give such notice to the Indemnifying Party shall not relieve the Indemnifying Party conduct of any liability that it may have to any Indemnified PartyTax Proceedings, except to the extent that the Indemnifying Party demonstrates that the defense of the matter giving rise to the Indemnified Party’s claim is prejudiced which shall be exclusively governed by the Indemnified Party’s failure to give or delay in giving such noticeSection 8.7.

Matters Involving Third Parties. (a) If any third party shall notify notifies any Party (the “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) which that may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article 12Section 8, then the Indemnified Party shall, if a claim is to be made against an shall as promptly as reasonably possible after receipt of notice of the Third Party Claim (but in no event later than ten (10) Business Days after receipt by the Indemnified Party of notice of the Third Party Claim) notify the Indemnifying Party under this Article 12thereof in writing, promptly (and in any event within five (5) business days after receiving notice reasonable detail, of the Third-Party Claim) notify each ; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party thereof in writingshall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five (5) business days Business Days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party Indemnified Party relating to the Third-Party Claim. Notwithstanding anything in the foregoing to the contrary, the failure of an Indemnified Party to give such notice to the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of the matter giving rise to the Indemnified Party’s claim is prejudiced by the Indemnified Party’s failure to give or delay in giving such notice.

Matters Involving Third Parties. (ai) If any third party shall notify any Party (the “"Indemnified Party”") with respect to any matter (a “"Third-Party Claim”") which may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article 12Section 8, then the Indemnified Party shall, if a claim is to be made against an Indemnifying Party under this Article 12, shall promptly (and in any event within five (5) 5 business days after receiving notice of the Third-Party Claim) notify each Indemnifying Party thereof in writing. Thereafter, (ii) Any Indemnifying Party will have the Indemnified obligation to assume and thereafter conduct the defense of the Third-Party shall deliver Claim with counsel of its choice reasonably satisfactory to the Indemnifying Party, within five (5) business days after the Indemnified Party’s receipt thereof; provided, copies however, that the Indemnifying Party will not consent to the entry of all notices and documents (including court papers) received by the indemnified party relating any judgment or enter into any settlement with respect to the Third-Party Claim. Notwithstanding anything in Claim without the foregoing to prior written consent of the contrary, the failure of an Indemnified Party (not to give such notice to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that assumes the defense of the matter giving rise Third-Party Claim as provided in Section 8(d)(ii) above, however, the Indemnified Party may defend against the Third-Party Claim in any manner it may reasonably deem appropriate. (iv) In no event will the Indemnified Party consent to the Indemnified Party’s claim is prejudiced by entry of any judgment on or enter into any settlement with respect to the Indemnified Party’s failure Third-Party Claim without the prior written consent of each of the Indemnifying Parties (not to give or delay in giving such notice.be unreasonably withheld). (e)

Matters Involving Third Parties. (a) 9.5.1. If any third party shall notify notifies any Indemnified Party (the “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) which that may give rise to a claim for indemnification against any other Indemnifying Party (the “Indemnifying Party”) under this Article 12Section 9 (a “Third Party Claim”), then the Indemnified Party shallwill promptly, if a claim is to be made against an Indemnifying Party under this Article 12, promptly (and in any event within five ten (510) business days after receiving notice Business Days, notify in writing the Indemnifying Party of such Third Party Claim (such notification, a “Claim Notice”) describing in reasonable detail the basis for such Third Party Claim (including identification of the Third-provisions of this Agreement alleged to have been breached and the amount of Losses incurred or suffered with respect thereto) and enclosing copies of any documents then available to the Indemnified Party Claim) notify each relating to such Third Party Claim and thereafter provide the Indemnifying Party thereof such documents and information with respect thereto that the Indemnifying Party may reasonably request; provided, however, that no delay on the part of the Indemnified Party in writingnotifying any Indemnifying Party will relieve the Indemnifying Party from any indemnification obligation hereunder unless the Indemnifying Party is prejudiced thereby. Thereafter, the Indemnified Party shall will deliver to the Indemnifying Party, within five (5) business days after Business Days of the Indemnified Indemnifying Party’s receipt thereof, copies of all notices notices, demands and other documents (including court papers) received by the indemnified party Indemnified Party relating to the Third-Third Party Claim. Notwithstanding anything in the foregoing This Section 9.5 shall not apply to the contrary, the failure of an Indemnified Party to give such notice to the Indemnifying Party shall not relieve the Indemnifying Party conduct of any liability that it may have to any Indemnified PartyTax Proceedings, except to the extent that the Indemnifying Party demonstrates that the defense of the matter giving rise to the Indemnified Party’s claim is prejudiced which shall be exclusively governed by the Indemnified Party’s failure to give or delay in giving such notice.Section 8.7.5. -42-

Matters Involving Third Parties. (a) If any third party shall notify commence an Action against any Indemnified Party (the “Indemnified Party”) with respect to any matter (a “Third-Third Party Claim”) which may give rise to a claim for indemnification under Sections 12.2 or 12.3, or if an Indemnified Party otherwise becomes aware that a Third Party Claim may be asserted against any other Party (the “Indemnifying Party”) under this Article 12, then the Indemnified Party shall, if a claim is to be made against an Indemnifying Party under this Article 12, promptly (and in any event within five (5) business days after receiving notice of the Third-Party Claim) notify each Indemnifying Party thereof in writing. ThereafterParty, the Indemnified Party shall deliver to the Indemnifying Party, within five (5) business days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third-Party Claim. Notwithstanding anything in the foregoing to the contrary, the failure of an Indemnified Party to give such notice to notify the Indemnifying Party shall in writing as soon as practicable. The failure to so notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, except to the extent that of any prejudice to the Indemnifying Party demonstrates resulting from such delay. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the defense claim, or fails to notify the Indemnified Party within 30 days after delivery of such notice by the Indemnified Party whether the Indemnifying Party disputes the claim, all Damages incurred in connection with, arising out of, resulting from or incident to such Third Party Claim will be conclusively deemed a liability of the matter giving rise Indemnifying Party and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party’s claim is prejudiced by Party promptly upon the Indemnified Party’s failure to give or delay in giving such noticefinal determination thereof.

Matters Involving Third Parties. (a) If any third party shall notify any Party party hereto (the “"Indemnified Party”") with respect to any matter (a “Third-Party Claim”) which that may give rise to a claim for indemnification against any other Party another party (the “"Indemnifying Party”") under this Article 1210, then the Indemnified Party shall, if a claim is to be made against an shall notify the Indemnifying Party under this Article 12promptly; provided, promptly however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and in any event then solely to the extent) the Indemnifying Party thereby is damaged. The Indemnifying Party shall have the right, within five (5) business fifteen days after receiving the Indemnified Party has given notice of the Third-Party Claim) notify each matter, to assume the defense of any such claim, provided that the Indemnifying Party thereof admits in writingwriting its indemnification obligations hereunder. ThereafterIf the Indemnifying Party does not assume the defense of any such claim, the Indemnified Party shall deliver to the Indemnifying Party, within five (5) business days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third-Party Claim. Notwithstanding anything in the foregoing to the contrarymay defend against or enter into any settlement with respect to, the failure of an Indemnified Party to give such notice to the Indemnifying Party shall not relieve the Indemnifying Party of matter in any liability that manner it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of the matter giving rise to the Indemnified Party’s claim is prejudiced by the Indemnified Party’s failure to give or delay in giving such noticereasonably deem appropriate.

Matters Involving Third Parties. (a) If any third party shall notify any Party (the “Indemnified Party”) with With respect to each third-party claim for which any matter Indemnified Party seeks indemnification under this Article VII (a “Third-Party Indemnification Claim”) which may give rise to a claim for indemnification against any other Party ), Purchaser (the “Indemnifying Party”) under this Article 12, then if the Indemnified Party shall, is a member of Purchaser Indemnified Group) or innogy SE (if the Indemnified Party is a claim is member of Sellers Indemnified Group) shall give written notice to be made against an the Indemnifying Party under this Article 12, promptly (and in any event within five (5) business days after receiving notice of the Third-Party Claim) notify each Indemnifying Party thereof in writing. Thereafter, Indemnification Claim as soon as practicable after the Indemnified Party shall deliver becomes aware of any fact, condition or event that may give rise to the Indemnifying Party, within five (5) business days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third-Party Claim. Notwithstanding anything in the foregoing to the contrary, Losses for which indemnification may be sought under this Article VII; provided that the failure of an Indemnified Party to give give, or any delay in promptly giving, such notice to shall not relieve or limit the obligations of the Indemnifying Party shall not relieve the Indemnifying Party of for any liability that it may have to any Indemnified Party, Party except to the extent that the rights or defenses of the Indemnifying Party demonstrates that the defense of the matter giving rise to the Indemnified Party’s claim is are materially prejudiced by the Indemnified Party’s failure to give or delay in giving such notice.thereby. Membership Interest Purchase and Sale Agreement (Project Dome II)

Matters Involving Third Parties. (a) If any Seller Indemnitees or Purchaser Indemnitees (an “Indemnitee”) entitled to seek indemnification under this Article 6 receives notice of the assertion, commencement or institution of a claim, suit, action or proceeding, or the imposition of a penalty or assessment by a third party shall notify any Party (the “Indemnified Party”) with respect to any matter that is not an Indemnitee (a “Third-Party Claim”) which ), and the Indemnitee intends to seek indemnification hereunder for such Third-Party Claim, then the Indemnitee shall promptly provide the party against whom such indemnification may give rise to a claim for indemnification against any other Party be sought (the “Indemnifying Party”) under this Article 12with written notice of such Third-Party Claim (including any written demand, complaint, petition, summons or similar document relating thereto that is then in the Indemnified Party shallIndemnitee’s possession), if a claim is to be made against an Indemnifying Party under this Article 12, promptly (and but in any event within five (5) business not later than 30 calendar days after receiving receipt of notice of the Third-Party Claim) notify each Indemnifying Party thereof in writing. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five (5) business days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the such Third-Party Claim. Notwithstanding anything Any delay in providing, or the failure to provide such notification, shall not affect the right of the Indemnitee to indemnification hereunder except in the foregoing to event that such delay or failure extends past the contraryapplicable survival expiration date set forth in Section 6.1, the failure of an Indemnified Party to give such notice to the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, except or to the extent that the Indemnifying Party demonstrates that is materially prejudiced by the delay or failure. (b) In connection with any Third-Party Claim, the Indemnifying Party may elect, by written notice to the Indemnitee, to assume and control, at its sole expense, the defense of the matter giving rise any such Third-Party Claim, and shall, at its sole expense, retain counsel (reasonably satisfactory to the Indemnified Indemnitee) in connection therewith; provided, however, that the Indemnifying Party will not have such right: (i) unless the Indemnifying Party has acknowledged in writing, within 20 days following the Indemnifying Party’s claim is prejudiced by receipt of notice of the Indemnified Party’s failure Third Party Claim, to give or delay in giving such notice.such

Matters Involving Third Parties. (a) If any third party shall notify any Party either Purchaser or the Selling Group (the “"Indemnified Party”") with respect to any matter (a “Third-"Third Party Claim”") which that may give rise to a claim for indemnification against any the other Party (the “"Indemnifying Party”") under this Article 12XI, then the Indemnified Party shall, if a claim is to be made against an Indemnifying Party under this Article 12, shall promptly (and in any event within five (5) business days after receiving notice of notify the Third-Party Claim) notify each Indemnifying Party thereof in writing. Thereafter; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall deliver relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party, Party thereby is prejudiced. (b) Any Indemnifying Party shall have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as: (i) the Indemnifying Party notifies the Indemnified Party in writing within five (5) business 15 days after the Indemnified Party’s receipt thereof, copies Party has given notice of all notices and documents (including court papers) received by the indemnified party relating to the Third-Third Party Claim. Notwithstanding anything in the foregoing to the contrary, the failure of an Indemnified Party to give such notice to the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, except to the extent Claim that the Indemnifying Party demonstrates that will indemnify the defense Indemnified Party from and against the entirety of any Adverse Consequences the matter giving rise Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim; (ii) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party’s claim is prejudiced by Party that the Indemnified Party’s failure to give or delay in giving such notice.Indemnifying Party will have the financial

Matters Involving Third Parties. (a) If any third party shall notify notifies any Party party (the “"Indemnified Party”") with respect to any matter (a “Third-"Third Party Claim”") which may give rise to a claim for indemnification against any the other Party party (the “"Indemnifying Party”") under this Article Section 12, then the Indemnified Party shall, if a claim in respect thereof is to be made against an Indemnifying Party under this Article Section 12, promptly (and in any event within five (5) fifteen business days after receiving notice of the Third-Third Party Claim) notify each the Indemnifying Party thereof in writing. Thereafterwriting (a "Third Party Claim Notice"); provided, the Indemnified Party shall deliver to the Indemnifying Partyhowever, within five (5) business days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third-Party Claim. Notwithstanding anything in the foregoing to the contrary, that the failure of an Indemnified Party to give such make timely notice to the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, its obligations under this Section 12 except to the extent that the Indemnifying Party demonstrates that the defense is damaged by such failure. The Third Party Claim Notice shall include a description of the matter giving rise to Third Party Claim and copies of all documents evidencing the Indemnified Party’s claim is prejudiced that have been received by the Indemnified Party’s failure . The Indemnifying Party will have twenty (20) days from receipt of such Third Party Claim Notice to give determine whether or delay in giving not (i) the Indemnifying Party will, at its sole cost and expense, defend against such noticeThird Party Claim and/or (ii) the Indemnifying Party is disputing the claim for indemnity hereunder.

Matters Involving Third Parties. (a) 9.5.1. If any third party shall notify notifies any Indemnified Party (the “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) which that may give rise to a claim for indemnification against any other Indemnifying Party (the “Indemnifying Party”) under this Article 12Section 9 (a “Third Party Claim”), then the Indemnified Party shallwill promptly, if a claim is to be made against an Indemnifying Party under this Article 12, promptly (and in any event within five ten (510) business days after receiving notice Business Days, notify in writing the Indemnifying Party of such Third Party Claim (such notification, a “Claim Notice”) describing in reasonable detail the basis for such Third Party Claim (including identification of the Third-provisions of this Agreement alleged to have been breached and the amount of Losses incurred or suffered with respect thereto) and enclosing copies of any documents then available to the Indemnified Party Claim) notify each relating to such Third Party Claim and thereafter provide the Indemnifying Party thereof such documents and information with respect thereto that the Indemnifying Party may reasonably request; provided, however, that no delay on the part of the Indemnified Party in writingnotifying any Indemnifying Party will relieve the Indemnifying Party from any indemnification obligation hereunder unless the Indemnifying Party is prejudiced thereby. Thereafter, the Indemnified Party shall will deliver to the Indemnifying Party, within five (5) business days after Business Days of the Indemnified Indemnifying Party’s receipt thereof, copies of all notices notices, demands and other documents (including court papers) received by the indemnified party Indemnified Party relating to the Third-Third Party Claim. Notwithstanding anything in the foregoing This Section 9.5 shall not apply to the contrary, the failure of an Indemnified Party to give such notice to the Indemnifying Party shall not relieve the Indemnifying Party conduct of any liability that it may have to any Indemnified PartyTax Proceedings, except to the extent that the Indemnifying Party demonstrates that the defense of the matter giving rise to the Indemnified Party’s claim is prejudiced which shall be exclusively governed by the Indemnified Party’s failure to give or delay in giving such noticeSection 8.7.5.

Matters Involving Third Parties. (a) If any third party shall notify commence an Action against any Indemnified Party (the “Indemnified Party”) with respect to any matter (a “Third-"Third Party Claim”" ) which may give rise to a claim for indemnification under Sections 12.2 or 12.3, or if an Indemnified Party otherwise becomes aware that a Third Party Claim may be asserted against any other Party (the “Indemnifying Party”) under this Article 12, then the Indemnified Party shall, if a claim is to be made against an Indemnifying Party under this Article 12, promptly (and in any event within five (5) business days after receiving notice of the Third-Party Claim) notify each Indemnifying Party thereof in writing. ThereafterParty, the Indemnified Party shall deliver to the Indemnifying Party, within five (5) business days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third-Party Claim. Notwithstanding anything in the foregoing to the contrary, the failure of an Indemnified Party to give such notice to notify the Indemnifying Party shall in writing as soon as practicable. The failure to so notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, except to the extent that of any prejudice to the Indemnifying Party demonstrates resulting from such delay. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the defense claim, or fails to notify the Indemnified Party within 30 days after delivery of such notice by the Indemnified Party whether the Indemnifying Party disputes the claim, all Damages incurred in connection with, arising out of, resulting from or incident to such Third Party Claim will be conclusively deemed a liability of the matter giving rise Indemnifying Party and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party’s claim is prejudiced by Party promptly upon the Indemnified Party’s failure to give or delay in giving such noticefinal determination thereof.

Matters Involving Third Parties. (ai) If any third party shall notify any Party (the “Indemnified Party”"INDEMNIFIED PARTY") with respect to any matter (a “Third-Party Claim”"THIRD PARTY CLAIM") which may give rise to a claim by such Indemnified Party for indemnification against any other Party (the “Indemnifying Party”"INDEMNIFYING PARTY") under this Article 12Agreement, then the Indemnified Party shall, if a claim is to be made against an Indemnifying Party under this Article 12, promptly (and in any event within five (5) business days after receiving notice of the Third-Party Claim) shall notify each Indemnifying Party thereof in writing. Thereafterpromptly; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall deliver relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent that) the Indemnifying Party can demonstrate it is damaged thereby. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of the Indemnifying Party's choice, reasonably satisfactory to the Indemnified Party, so long as (A) the Indemnifying Party notifies the Indemnified Party, within five fifteen (515) business days after the Indemnified Party’s receipt thereof, copies Party has given notice of all notices and documents (including court papers) received by the indemnified party relating to the Third-Third Party Claim. Notwithstanding anything in the foregoing to the contrary, the failure of an Indemnified Party to give such notice Claim to the Indemnifying Party shall not relieve the Indemnifying Party of any liability (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of the matter giving rise to the Indemnified Party’s claim is prejudiced by the Indemnified Party’s failure to give or delay in giving such notice.the

Matters Involving Third Parties. (a) 7.4.1 If any third party shall notify any Party Parent Indemnitee or Stockholder Indemnitee (the “Indemnified Party”) with respect to any matter (other than a “Third-Party Claim”Tax matter which shall be governed by Section 7.4.4) which may give rise to a claim for indemnification (“Third Party Claim”) against any other Party (the “Indemnifying Party”) under this Article 12Section 7, then the Indemnified Party shall, if a claim is to be made against an Indemnifying Party under this Article 12, shall promptly (and in any event within five (5) business days after receiving notice of the Third-Party Claim) notify each Indemnifying Party thereof thereof, in writing. Thereafterwriting stating the nature and basis of such claims and the amount thereof, to the extent known; provided that (a) if any of the Parent Indemnitees is the Indemnified Party, such Parent Indemnitee shall satisfy its notice obligation by promptly notifying Company Stockholders’ Representatives, and (b) if any of the Stockholder Indemnitees is the Indemnified Party, then Company Stockholders’ Representatives shall satisfy its notice obligation by promptly notifying Parent; provided, however, that no delay on the part of the Indemnified Party shall deliver to the Indemnifying Party, within five (5) business days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third-Party Claim. Notwithstanding anything in the foregoing to the contrary, the failure of an Indemnified Party to give such notice to the notifying any Indemnifying Party in accordance with the notice provisions of Sections 7.2 or 7.3 above or this Section 7.4.1 shall not relieve the Indemnifying Party of from any liability that it may have to any Indemnified Party, except obligation hereunder unless (and then solely to the extent that extent) the Indemnifying Party demonstrates that the defense of the matter giving rise to the Indemnified Party’s claim is materially prejudiced by the Indemnified Party’s failure to give or delay in giving such noticethereby.

Matters Involving Third Parties. (a) If any third party shall notify any Party (the “"Indemnified Party”") with respect to any matter (a “Third-"Third Party Claim”") which that may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article 12Section 7, then the Indemnified Party shall, if a claim is to be made against an Indemnifying Party under this Article 12, shall promptly (and in any event within five (5) business days after receiving notice of the Third-Party Claim) notify each Indemnifying Party thereof in writing. Thereafter(b) Any Indemnifying Party will have the right to assume and thereafter conduct the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (c) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 7.4(b), however, subject to Section 7.4(b), the Indemnified Party shall deliver may defend against the Third Party Claim in any manner it reasonably may deem appropriate. (d) In no event will the Indemnified Party consent to the Indemnifying Party, within five (5) business days after the Indemnified Party’s receipt thereof, copies entry of all notices and documents (including court papers) received by the indemnified party relating any judgment or enter into any settlement with respect to the Third-Third Party Claim. Notwithstanding anything in Claim without the foregoing to the contrary, the failure prior written consent of an Indemnified Party to give such notice to each of the Indemnifying Party shall Parties (not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of the matter giving rise to the Indemnified Party’s claim is prejudiced by the Indemnified Party’s failure to give or delay in giving such notice.be withheld unreasonably). 7.5

Matters Involving Third Parties. (a) If any third party shall Third Party will notify any Party (the “Indemnified Party”) with respect to any matter (a “Third-Third Party Claim”) which that may give rise to a claim for indemnification indemnity against any the other Party (the “Indemnifying Party”) under this Article 126 (the Sellers, on the one hand, and Buyer, on the other hand, each being considered one Party for purposes of this Section 6.4), then the Indemnified Party shallwill promptly notify (which the Indemnified Party will endeavor to provide, if a claim is by the sooner to be made against an Indemnifying Party under this Article 12, promptly occur of (and in any event within i) fifteen (15) Business Days after receipt of notice by it or (ii) five (5) business days after receiving notice of Business Days before the Third-Party Claimdate a responsive pleading is due) notify each the Indemnifying Party (or, if applicable, the appropriate tail Carrier) thereof in writing. Thereafter; provided, however, that no delay on the part of the Indemnified Party shall deliver to in notifying the Indemnifying Party (or, if applicable, the Indemnifying Party, within five (5’s appropriate tail Carrier) business days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third-Party Claim. Notwithstanding anything in the foregoing to the contrary, the failure of an Indemnified Party to give such notice to the Indemnifying Party shall not will relieve the Indemnifying Party of from any liability that it may have to any Indemnified Party, except obligation hereunder unless (and then solely to the extent extent) that the Indemnifying Party demonstrates that the defense of the matter giving rise to the Indemnified Party’s claim thereby is prejudiced by the Indemnified Party’s failure to give or delay in giving such noticedelay.

Matters Involving Third Parties. (a) If any third party shall notify any Buyer Indemnified Party or Seller Indemnified Party (the “"Indemnified Party”") with respect to of any matter (a “Third-"Third Party Claim”") which may reasonably give rise to a claim for indemnification against Seller or Buyer, respectively (the "Indemnifying Party"), pursuant to this Article VIII, the Indemnified Party shall promptly (and in any event within ten (10) Business Days after receiving notice of the Third Party Claim or the commencement of Litigation with respect thereto) notify the Indemnifying Party thereof in writing stating that the Third Party Claim may give rise to a claim for indemnification against any other the Indemnifying Party (and specifying the “Indemnifying Party”) under this Article 12facts constituting the basis for such claim and the amount, then to the extent known, of the claim asserted; provided, however, that no delay on the part of the Indemnified Party shall, if a claim is to be made against an Indemnifying Party under this Article 12, promptly (and in any event within five (5) business days after receiving notice of the Third-Party Claim) notify each Indemnifying Party thereof in writing. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five (5) business days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third-Party Claim. Notwithstanding anything in the foregoing to the contrary, the failure of an Indemnified Party to give such notice to notifying the Indemnifying Party shall not relieve the Indemnifying Party of from any liability that it may have to any Indemnified Party, except obligation hereunder unless (and then solely to the extent that extent) the Indemnifying Party demonstrates that the defense of the matter giving rise to the Indemnified Party’s claim thereby is prejudiced by the Indemnified Party’s failure to give or delay in giving such noticeprejudiced.

Matters Involving Third Parties. (a) If any third party shall notify notifies any Party (the “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) which that may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article 12VIII, then the Indemnified Party shall, if a claim is to be made against an Indemnifying Party under this Article 12, shall promptly (and in any event within five (5) business days after receiving notice of the Third-Party Claim) notify each Indemnifying Party thereof in writing. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, writing within five (5) business days after Business Days of such claim, the amount of losses, if known, or a good faith estimate of the amount, and the method of computation of such losses, in each case in reasonable detail, and; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. The notice shall be accompanied by copies of all documents and information relevant to the claim and in the Indemnified Party’s receipt thereofpossession, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third-Party Claim. Notwithstanding anything in the foregoing to the contrary, the failure of an Indemnified Party to give such notice to the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of the matter giving rise to under the Indemnified Party’s claim is prejudiced reasonable control or that can be obtained by the Indemnified Party’s failure to give or delay in giving such noticeParty by exercise of commercially reasonable efforts.

Matters Involving Third Parties. (a) If any third party shall notify notifies ------------------------------- any Purchaser Indemnified Party or Seller Indemnified Party (the “"Indemnified Party”") with respect to any matter (a “Third-Party Claim”) which that may give rise to a claim for indemnification against any the other Party party hereto (the “"Indemnifying Party”") under this Article 12Section 9, then the Indemnified Party shall, if a claim is to be made against an will notify the Indemnifying Party under this Article 12, thereof promptly (and in any event within five (5) business 30 days after receiving any written notice from a third party; provided that no delay on the part of the Indemnified Party in notifying the Indemnifying Party will relieve the Indemnifying Party from any obligation hereunder unless, and then solely to the extent that, the Indemnifying Party is prejudiced thereby. Once the Indemnified Party has given notice of the Third-Party Claim) notify each Indemnifying Party thereof in writing. Thereafter, the Indemnified Party shall deliver matter to the Indemnifying Party, the Indemnified Party may defend against the matter in any manner it reasonably may deem appropriate. In the event the Indemnifying Party notifies the Indemnified Party within five (5) business 30 days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by date the indemnified party relating to the Third-Party Claim. Notwithstanding anything in the foregoing to the contrary, the failure of an Indemnified Party to give such has given notice to of the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, except to the extent matter that the Indemnifying Party demonstrates that is assuming the defense of such matter (a) the Indemnifying Party will defend the Indemnified Party against the matter giving rise with counsel of its choice reasonably satisfactory to the Indemnified Party’s claim is prejudiced by the Indemnified Party’s failure to give or delay in giving such notice., (b) the

Matters Involving Third Parties. (a) If any third party shall notify any either Party (the “"Indemnified Party”") with respect to any matter (a “Third-"Third Party Claim”") which that may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article 12Section 5, then the Indemnified Party shall, if a claim is to be made against an Indemnifying Party under this Article 12, shall promptly (and in any event within five (5) business days after receiving notice of the Third-Party Claim) notify each Indemnifying Party thereof in writingwriting and shall provide information regarding the nature of the Third Party Claim to the extent known by the Indemnified Party. Thereafter, Delay on the part of the Indemnified Party shall deliver to the Indemnifying Party, within five (5) business days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third-Party Claim. Notwithstanding anything in the foregoing to the contrary, the failure of an Indemnified Party to give such notice to the notifying any Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Partyfrom his, except her or its obligation unless (and then solely to the extent extent) the Indemnifying Party is prejudiced. (b) The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party demonstrates that the defense of the matter giving rise to will indemnify the Indemnified Party’s claim is prejudiced by the Indemnified Party’s failure to give or delay in giving such notice.Party from and against

Matters Involving Third Parties. (ai) If any third party shall notify any Party (the “"Indemnified Party”") with respect to any matter (a “Third-"Third Party Claim”") which may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article 128, then the Indemnified Party shall, if a claim is to be made against an Indemnifying Party under this Article 12, shall promptly (and in any event within five (5) business days after receiving notice of the Third-Party Claim) notify each Indemnifying Party thereof in writing. Thereafter; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall deliver relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party, Party thereby is prejudiced. (ii) Any Indemnifying Party will have the right to assume the defense of the Third Party Claim with counsel of his or its choice reasonably satisfactory to the Indemnified Party at any time within five (5) business 15 days after the Indemnified Party’s receipt thereof, copies Party has given notice of all notices and documents (including court papers) received by the indemnified party relating to the Third-Third Party Claim. Notwithstanding anything in the foregoing to the contrary; provided, the failure of an Indemnified Party to give such notice to the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Partyhowever, except to the extent that the Indemnifying Party demonstrates that must conduct the defense of the matter giving rise Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party’s claim is prejudiced by Party may retain separate co-counsel at its sole cost and expense and participate in the Indemnified Party’s failure to give or delay in giving such noticedefense of the Third Party Claim.

Matters Involving Third Parties. (ae) If any third party shall notify notifies any Party (the “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) which that may give rise to a claim for indemnification against any other Party or Parties (collectively, the “Indemnifying Party”) under this Article 12Section 8, then the 44 Indemnified Party shall, if a claim is to be made against an Indemnifying Party under this Article 12, shall promptly (and in any event within five (5) business days after receiving notice of notify the Third-Party Claim) notify each Indemnifying Party thereof in writing. Thereafter, which writing shall set forth a particular description of the event or condition that is the basis for seeking indemnification hereunder and the amount of Damages sought by the third party; provided, however, that in the case of Buyer seeking indemnification from Sellers, all references in this Section 8 to “Indemnifying Party” shall mean the Shareholder Representative except with respect to an obligation to make any payment, which obligation shall remain the obligation of Sellers; provided, further, that no delay on the part of the Indemnified Party shall deliver to the Indemnifying Party, within five (5) business days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third-Party Claim. Notwithstanding anything in the foregoing to the contrary, the failure of an Indemnified Party to give such notice to the notifying any Indemnifying Party shall not relieve the Indemnifying Party of from any liability that it may have to any Indemnified Party, except obligation hereunder unless (and then solely to the extent that extent) the Indemnifying Party demonstrates that the defense of the matter giving rise to the Indemnified Party’s claim is prejudiced by the Indemnified Party’s failure to give or delay in giving such noticethereby prejudiced.

Matters Involving Third Parties. (a) If any third party shall Third Party will notify any Party (the “Indemnified Party”) with respect to any matter (a “Third-Third Party Claim”) which that may give rise to a claim for indemnification indemnity against any the other Party (the “Indemnifying Party”) under this Article 126 (the Seller Parties, on the one hand, and Buyer, on the other hand, each being considered one (1) Party for purposes of this Section 6.4), then the Indemnified Party shallwill promptly notify (which the Indemnified Party will endeavor to provide, if a claim is by the sooner to be made against an Indemnifying Party under this Article 12, promptly occur of (and in any event within i) fifteen (15) Business Days after receipt of notice by it or (ii) five (5) business days after receiving notice of before the Third-Party Claimdate a responsive pleading is due) notify each the Indemnifying Party (or, if applicable, the appropriate tail Carrier) thereof in writing. Thereafter; provided, however, that no delay on the part of the Indemnified Party shall deliver to in notifying the Indemnifying Party (or, if applicable, the Indemnifying Party, within five (5’s appropriate tail Carrier) business days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third-Party Claim. Notwithstanding anything in the foregoing to the contrary, the failure of an Indemnified Party to give such notice to the Indemnifying Party shall not will relieve the Indemnifying Party of from any liability that it may have to any Indemnified Party, except obligation hereunder unless (and then solely to the extent extent) that the Indemnifying Party demonstrates that the defense of the matter giving rise to the Indemnified Party’s claim thereby is prejudiced by the Indemnified Party’s failure to give or delay in giving such noticeprejudiced.

Matters Involving Third Parties. (a) If any third party shall notify notifies any Party (the “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) which that may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article 12Section 8, then the Indemnified Party shall, if a claim is to be made against an Indemnifying Party under this Article 12, shall promptly (and in any event within five (5) business days after receiving notice of the Third-Party Claim) notify each Indemnifying Party thereof in writing. Thereafter, Any Indemnifying Party will have the Indemnified right to assume the defense of the Third-Party shall deliver Claim with counsel of its choice reasonably satisfactory to the Indemnifying Party, within five (5) business days after the Indemnified Party’s receipt thereof; provided, copies however, that the Indemnifying Party will not consent to the entry of all notices and documents (including court papers) received by the indemnified party relating any judgment or enter into any settlement with respect to the Third-Party Claim. Notwithstanding anything in Claim without the foregoing to prior written consent of the contrary, the failure of an Indemnified Party (not to give such notice to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Party shall Parties and does not relieve impose an injunction or other equitable relief upon the Indemnified Party. Unless and until an Indemnifying Party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that assumes the defense of the matter giving rise Third-Party Claim, as provided in §8(c)(ii) above, however, the Indemnified Party may defend against the Third-Party Claim in any manner it may reasonably deem appropriate. In no event will the Indemnified Party consent to the Indemnified entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party’s claim is prejudiced by the Indemnified Party’s failure to give or delay in giving such notice.

Matters Involving Third Parties. (a) 10.5.1 If any third party shall notify notifies any Indemnified Party (the “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) which that may give rise to a claim for indemnification against any other Indemnifying Party (the “Indemnifying Party”) under this Article 12Section 10 (a “Third Party Claim”), then the Indemnified Party shallwill promptly notify in writing the Indemnifying Party of such Third Party Claim describing in reasonable detail the basis for such Third Party Claim (including identification of the provisions of this Agreement alleged to have been breached and the amount of Losses incurred or suffered, if a claim is or expected to be made against an incurred or suffered, with respect thereto) and enclosing copies of any documents then available to the Indemnified Party relating to such Third Party Claim and thereafter provide the Indemnifying Party under this Article 12such documents and information with respect thereto that the Indemnifying Party may reasonably request; provided, promptly (and in any event within five (5) business days after receiving notice however, that no delay on the part of the Third-Indemnified Party Claim) notify each in notifying any Indemnifying Party thereof in writingwill relieve the Indemnifying Party from any indemnification obligation hereunder unless and to the extent that the Indemnifying Party is materially prejudiced thereby. Thereafter, the Indemnified Party shall will promptly deliver to the Indemnifying Party, within five (5) business days after the Indemnified Party’s Party following receipt thereof, copies of all notices notices, demands and other documents (including court papers) received by the indemnified party Indemnified Party relating to the Third-Third Party Claim. Notwithstanding anything in the foregoing This Section 10.5 shall not apply to the contrary, the failure of an Indemnified Party to give such notice to the Indemnifying Party shall not relieve the Indemnifying Party conduct of any liability that it may have to any Indemnified PartyTax Proceedings, except to the extent that the Indemnifying Party demonstrates that the defense of the matter giving rise to the Indemnified Party’s claim is prejudiced which shall be exclusively governed by the Indemnified Party’s failure to give or delay in giving such noticeSection 9.7.

Matters Involving Third Parties. (a) If any third party shall notify Company Party or any Buyer Party seeks indemnification under this Article 6, such Person (the “Indemnified Party”) with respect to any matter shall give written notice (a “Third-Party ClaimClaim Notice”) which may give rise to a claim for indemnification against any the other Party Person (the “Indemnifying Party”) under this Article 12). In that regard, then if any Loss shall be brought or asserted by any third party which, if adversely determined, may entitle the Indemnified Party shall, if a claim is to be made against an Indemnifying Party under indemnity pursuant to this Article 12, promptly 6 (and in any event within five (5) business days after receiving notice of the Third-a “Third Party Claim) notify each Indemnifying Party thereof in writing. Thereafter”), the Indemnified Party shall promptly deliver to the Indemnifying Party, within five (5) business days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third-Party Claim. Notwithstanding anything in the foregoing to the contrary, the failure of an Indemnified Party to give such notice a Claim Notice to the Indemnifying Party of the same. Each Claim Notice shall, to the extent then known by the Indemnified Party, specify in reasonable detail the basis of and amount of the Loss contemplated by such Claim Notice (or, if the amount of such Loss is not liquidated, a Good Faith Damages Estimate of such Loss) and the facts pertaining thereto; provided that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, except to from its obligations hereunder unless the extent that delay in notice has a material adverse effect on the Indemnifying Party demonstrates that the defense of the matter giving rise to the Indemnified Party’s ability to successfully defend such claim is prejudiced by or materially increases the Indemnified Party’s failure amount of Losses with respect to give or delay in giving such noticeclaim.

Matters Involving Third Parties. (a) If any third party shall will notify any Indemnified Party of any third party claim, demand, assessment or the commencement of any Litigation (the “Indemnified Party”) with respect to any matter (each, a “Third-Third Party Claim”) which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under pursuant to this Article 12VIII, then the Indemnified Party shall, if a claim is to be made against an Indemnifying Party under this Article 12, will promptly (and in any event within five 10 (5ten) business days Business Days after receiving notice of the Third-Third Party ClaimClaim or the commencement of Litigation with respect thereto) notify each the Indemnifying Party thereof in writing. Thereafter, writing stating that the Indemnified Third Party shall deliver Claim may give rise to a claim for indemnification against the Indemnifying Party, within five (5) business days after specifying the facts constituting the basis for such claim and the amount, to the extent known, of the claim asserted and attaching any supporting documentation; provided, however, that no delay on the part of the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third-Party Claim. Notwithstanding anything in the foregoing to the contrary, the failure of an Indemnified Party to give such notice to notifying the Indemnifying Party shall not will relieve the Indemnifying Party of from any liability that it may have to any Indemnified Party, except obligation hereunder unless (and then solely to the extent that extent) the Indemnifying Party demonstrates that the defense of the matter giving rise to the Indemnified Party’s claim thereby is actually prejudiced by the Indemnified Party’s failure to give or delay in giving such noticethereby.

Matters Involving Third Parties. (a) If any third party shall notify notifies any Party party hereto (the “"Indemnified Party”") in writing of the assertion, or threatened assertion, of any claim with respect to any matter (a “Third-which indemnification is reasonably likely to be claimed by the Indemnified Party Claim”) which may give rise to a claim for indemnification against any other Party party hereto (the “"Indemnifying Party”") under this Article 12XI (the "Third Party Claim"), then the Indemnified Party shall, if a claim is to be made against an Indemnifying Party under this Article 12, promptly (and in any event within five (5) business days after receiving notice of will notify the Third-Party Claim) notify each Indemnifying Party thereof in writing. Thereafter, promptly after receiving such written notice from the aforesaid third party; provided that no delay on the part of the Indemnified Party shall deliver in notifying the Indemnifying Party will relieve the Indemnifying Party from any obligation hereunder unless, and then solely to the extent that, the Indemnifying Party is prejudiced thereby. The Indemnified Party may (through counsel reasonably satisfactory to the Indemnifying Party, within five ) participate at its own expense in (5but not control) business days after the Indemnified Party’s receipt thereof, copies Third Party Claim if it notifies the Indemnifying Party in writing of all notices and documents its intention so to participate on or before the tenth (including court papers10th) received by day following the indemnified party relating to the Third-date on which notice of such Third Party Claim. Notwithstanding anything in the foregoing to the contrary, the failure of an Indemnified Party to give such notice Claim was given to the Indemnifying Party. The Indemnified Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that cooperate fully in the defense of the matter giving rise Third Party Claim as and to the Indemnified Party’s claim is prejudiced extent reasonably requested by the Indemnified Indemnifying Party (such cooperation shall include the retention and, upon the request of the Indemnifying Party’s failure , the provision to give such party of records and information which are reasonably relevant to such claim or delay in giving such noticedemand and making himself or his employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.

Matters Involving Third Parties. (a) If any third party shall notify any Party (the “"Indemnified Party”") with respect to any matter (a “Third-Party Claim”) which may give rise to a claim for indemnification against any the other Party (the “"Indemnifying Party”") under this Article 12Section 8, then the Indemnified Party shall, if a claim is to be made against an Indemnifying Party under this Article 12, promptly (and in any event within five (5) business days after receiving notice of shall notify the Third-Party Claim) notify each Indemnifying Party thereof in writing. Thereafterpromptly; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall deliver relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party, Party thereby is damaged. In the event any Indemnifying Party notifies the Indemnified Party within five (5) business 15 days after the Indemnified Party’s receipt thereof, copies Party has given notice of all notices and documents (including court papers) received by the indemnified party relating to the Third-Party Claim. Notwithstanding anything in the foregoing to the contrary, the failure of an Indemnified Party to give such notice to the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, except to the extent matter that the Indemnifying Party demonstrates that is assuming the defense of thereof, (i) the Indemnifying Party will defend the Indemnified Party against the matter giving rise with counsel of its choice reasonably satisfactory to the Indemnified Party’s claim is prejudiced by , (ii) the Indemnified Party’s failure to give or delay in giving such noticeParty may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible INTECH CABLE, INC.

Matters Involving Third Parties. (a) If any third party shall notify notifies any Party party hereto (the “"Indemnified Party”") with respect to any matter (a “Third-Party Claim”) which may give rise to a claim for indemnification against any the other Party party hereto (the “"Indemnifying Party”") under this Article 12IX, then the Indemnified Party shall, if a claim is to be made against an will notify the Indemnifying Party under this Article 12thereof promptly, promptly (and but in any no event within five (5) business days later than ten Business Days, after receiving such notice. Once the Indemnified Party has given notice of the Third-Party Claim) notify each Indemnifying Party thereof in writing. Thereafter, the Indemnified Party shall deliver matter to the Indemnifying Party, the Indemnifying Party may defend against the matter in any manner it reasonably may deem appropriate. The Indemnified Party will provide any assistance reasonably requested by the Indemnifying Party. Neither the Indemnifying Party nor the Indemnified Party will consent to the entry of a judgment or enter into any settlement with respect to such matter without the written consent of the other (which consent will not be withheld unreasonably). If the Indemnifying Party does not notify the Indemnified Party within five (5) business 30 days after the Indemnified Party’s receipt thereof, copies Party has given notice of all notices and documents (including court papers) received by the indemnified party relating to the Third-Party Claim. Notwithstanding anything in the foregoing to the contrary, the failure of an Indemnified Party to give such notice to the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, except to the extent matter that the Indemnifying Party demonstrates that is assuming all responsibility therefor, the defense Indemnified Party may defend against, consent to the entry of any judgment or enter into any settlement with respect to the matter giving rise to in any manner the Indemnified Party reasonably deems appropriate without waiving any right to indemnity therefor from the Indemnifying Party’s claim is prejudiced by the Indemnified Party’s failure to give or delay in giving such notice.

Matters Involving Third Parties. (a) If any third party shall notify Seller Party or any Buyer Party seeks indemnification under this Article 6, such Person (the “Indemnified Party”) with respect to any matter shall give written notice (a “Third-Party ClaimClaim Notice”) which may give rise to a claim for indemnification against any the other Party Person (the “Indemnifying Party”) under this Article 12). In that regard, then if any Loss shall be brought or asserted by any third party which, if adversely determined, may entitle the Indemnified Party shall, if a claim is to be made against an Indemnifying Party under indemnity pursuant to this Article 12, promptly 6 (and in any event within five (5) business days after receiving notice of the Third-a “Third Party Claim) notify each Indemnifying Party thereof in writing. Thereafter”), the Indemnified Party shall promptly deliver to the Indemnifying Party, within five (5) business days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third-Party Claim. Notwithstanding anything in the foregoing to the contrary, the failure of an Indemnified Party to give such notice a Claim Notice to the Indemnifying Party of the same. Each Claim Notice shall specify in detail the basis of and amount of the Loss contemplated by such Claim Notice (or, if the amount of such Loss is not liquidated, a Good Faith Damages Estimate of such Loss) and the facts pertaining thereto; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, except to from its obligations hereunder unless the extent that delay in notice has a material adverse effect on the Indemnifying Party demonstrates that the defense of the matter giving rise to the Indemnified Party’s ability to successfully defend such claim is prejudiced by or materially increases the Indemnified Party’s failure amount of Losses with respect to give or delay in giving such noticeclaim.

Matters Involving Third Parties. (a) If subsequent to Closing any third party shall notify any an Indemnified Party (the “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) party under this Article 12rr (other than in respect of a claim under Section 4.r.7 ot 9.6 (a "Third Party Claim"), then the Indemnified Party shall, if a claim is to be made against an Indemnifying Party under this Article 12, shall promptly (and in any event within five (5) business days after receiving notice of notify the Third-Party Claim) notify each Indemnifying Indemnifoing Party thereof in writingwriting of the Third Party Claim together with a statement of any available information regarding such Third Party Claim. Thereafter, (b) Any Indemniffing Party will have the right to defend the Indemnified Party shall deliver to against the Third Party Claim with counsel of the Indemnifying Party's choice so long as (i) the Indemnifying Party notifies the Indemnified Party, within five thirty (5So) business days after the Indemnified Party’s receipt thereof, copies Party has given notice of all notices and documents (including court papers) received by the indemnified party relating Third Party Claim to the Third-Indemniffing Party Claim. Notwithstanding anything in the foregoing to the contrary, the failure of an Indemnified Party to give such notice to the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that is assuming the defense against (or settlement o0 such Third Party Claim and will indemnify the Indemnified Party against such Third Party Claim in its name or, if necessary, in the name of the Indemnified Party in accordance with the terms and limitations of this Article rr and (ii) the Indemnifying Party conducts the defense of the matter giving rise to Third Party Claim in an active and diligent manner. In the Indemnified Party’s claim is prejudiced by event the Indemnified Party’s failure to give or delay in giving such notice.1385198o.4 01 4 -4655-07 27 I 1',l /EUROPE /K

Matters Involving Third Parties. (ai) If any third party shall notify any Party (the “Indemnified Party”"INDEMNIFIED PARTY") with respect to any matter (a “Third-Party Claim”"THIRD PARTY CLAIM") which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”"INDEMNIFYING PARTY") under this Article 12Section 9, then the Indemnified Party shall, if a claim is to be made against an Indemnifying Party under this Article 12, shall promptly (and in any event within five (5) business days after receiving notice of the Third-Party Claim) notify each Indemnifying Party thereof in writing. Thereafter; PROVIDED, HOWEVER, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall deliver relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party, Party thereby is prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within five fifteen (515) business days after the Indemnified Party’s receipt thereof, copies Party has given notice of all notices and documents (including court papers) received by the indemnified party relating to the Third-Party Claim. Notwithstanding anything in the foregoing to the contrary, the failure of an Indemnified Party to give such notice to the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of the matter giving rise to the Indemnified Party’s claim is prejudiced by the Indemnified Party’s failure to give or delay in giving such notice.

Matters Involving Third Parties. (a1) If any third party shall notify any Party (the “"Indemnified Party”") with respect to any matter (a “Third-"Third Party Claim”") which may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article 12sec. 10, then the Indemnified Party shall, if a claim is to be made against an Indemnifying Party under this Article 12, shall promptly (and in any event within five (5) ten business days after receiving notice of the Third-Third Party Claim) notify each Indemnifying Party thereof in writing. Thereafter(2) Any Indemnifying Party will have the right to assume and thereafter conduct the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (3) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in sec. 10 d. (2) above, however, the Indemnified Party shall deliver may defend against the Third Party Claim in any manner it reasonably may deem appropriate. (4) In no event will the Indemnified Party consent to the Indemnifying Party, within five (5) business days after the Indemnified Party’s receipt thereof, copies entry of all notices and documents (including court papers) received by the indemnified party relating any judgment or enter into any settlement with respect to the Third-Third Party Claim. Notwithstanding anything in Claim without the foregoing to the contrary, the failure prior written consent of an Indemnified Party to give such notice to the Indemnifying Party shall Parties (not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of the matter giving rise to the Indemnified Party’s claim is prejudiced by the Indemnified Party’s failure to give or delay in giving such notice.be withheld unreasonably). e.