Common use of Method of Asserting Claims Clause in Contracts

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article X shall be asserted and resolved as follows: (a) In the event that any claim or demand for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified Party by a third party, said Indemnified Party shall, within twenty (20) days of such claim or demand being made, notify the Indemnifying Party of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (the "Claim Notice"). The estimate of Loss contained in the Claim Notice shall not limit the amount of the Indemnifying Party's ultimate liability under the claim. The Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to any such claim or demand if the Indemnified Party fails to notify the Indemnifying Party thereof in accordance with the provisions of this Agreement within said twenty (20) day period. The Indemnifying Party shall have 30 days from the personal delivery or mailing of the Claim Notice (the "Notice Period") to notify the Indemnified Party (i) whether or not the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand is disputed, and (ii) whether or not the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against such claim or demand; provided, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which it shall deem necessary or appropriate to protect its interest or those of the Indemnifying Party and not unreasonably prejudicial to the Indemnifying Party. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such claim or demand, then, except as hereinafter provided, the Indemnifying Party shall have the right to defend by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by it to a final conclusion. If the Indemnified Party desires to participate in, but not control, any such defense or settlement it may do so at its sole cost and expense. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any claim or demand which the Indemnifying Party elects to contest, or, if appropriate and related to the claim in question, in making any counterclaim against the person asserting the third party claim or demand, or any cross complaint against any person but in any such case at the sole cost and expense of the Indemnifying Party. No claim may be settled without the consent of the Indemnifying Party, unless such settlement includes the complete release of the Indemnifying Party. (b) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder which does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Party shall send a Claim Notice with respect to such claim to the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within the Notice Period that it disputes such claim, the amount of such claim shall be conclusively deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has disputed such claim, as provided above, such dispute shall be resolved by arbitration as provided in Section 13.11.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article X VII shall be asserted and resolved as follows: (a) In the event that any claim or demand for which an Indemnifying Party indemnifying party would be liable to an a Company Indemnified Party or a Members Indemnified Party (each, an "Indemnified Party") hereunder is asserted against or sought to be collected from such Indemnified Party by a third party, said the Indemnified Party shall, within twenty : (20i) days of such claim or demand being made, promptly notify the Indemnifying Party indemnifying party of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim or demand) (the "Claim Notice"). The estimate ) and specifically indicating that it is a claim for indemnification and citing the specific sections in this Agreement pursuant to which indemnification is sought; provided, however, that the failure of Loss contained in the Claim Notice an Indemnified Party to give notice as provided herein shall not limit relieve an indemnifying party of its obligations under this Article VII, except to the amount of extent the Indemnifying Party's ultimate liability under the claim. The Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to any such claim or demand if the Indemnified Party fails to notify the Indemnifying Party thereof in accordance with the provisions of this Agreement within said twenty indemnifying party is actually prejudiced thereby; (20ii) day period. The Indemnifying Party an indemnifying party shall have 30 15 calendar days from the personal delivery or mailing their receipt of the Claim Notice (the "Notice Period") to notify the Indemnified Party (ix) whether or not the indemnifying party disputes its liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand is disputed, and (iiy) whether or not the Indemnifying Party it desires, at the its sole cost and expense of the Indemnifying Partyexpense, to defend the Indemnified Party against such claim or demand; provided, however, that any the Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which it reasonably shall deem necessary or appropriate to protect its interest or those of the Indemnifying Party and not unreasonably prejudicial to the Indemnifying Party. In interests; (iii) in the event that the Indemnifying Party indemnifying party notifies the Indemnified Party within the Notice Period that it the indemnifying party does not dispute such liability or desires to defend the Indemnified Party against such claim or demand, then, then except as hereinafter provided, the Indemnifying Party indemnifying party shall have the right to defend by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by it to a final conclusionconclusion in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability for any other matter, provided that the indemnifying party shall not settle any such claim without the prior written consent of the Indemnified Party, unless any such settlement shall involve only the payment of money and provide for the delivery of a full release of any liability to the Indemnified Party. If The Indemnified Party shall make available to the indemnifying party, at the indemnifying party's expense, any documents and materials in his, her or its possession or control that may be necessary or useful to such defense; (iv) if the Indemnified Party desires to participate in, but not control, any such defense or settlement it may do so at its sole cost and expense. If requested ; provided, however, that the indemnifying party shall pay such expense if representation of the Indemnified Party by the Indemnifying counsel retained by the indemnifying party would be inappropriate due to actual or potential conflicts of interest between the Indemnified Party and any other party represented by such counsel in such proceeding; (v) if any such claim involves a claim for taxes, or, if, in the reasonable opinion of the Indemnified Party, any such claim or demand involves an issue or matter which could have a Material Adverse Effect on the Indemnified Party, the Indemnified Party agrees shall have the right to cooperate with control the Indemnifying Party defense or settlement of any such claim or demand, and its counsel reasonable costs and expenses thereof shall be included as part of the indemnification obligations of the Indemnified Party hereunder and, with respect to subsections (iv) and (v) of this Section 7.4, the indemnifying party shall make available to the Indemnified Party any documents and materials in contesting any his or her possession or control that may be necessary or useful to such defense; (vi) if the indemnifying party disputes the indemnifying party's liability with respect to such claim or demand which or elects not to defend against such claim or demand, whether by not giving timely notice as provided above or otherwise, then the Indemnifying Party elects to contestamount of any such claim or demand, or, if appropriate and related the same be contested by the indemnifying party or by the Indemnified Party (but the Indemnified Party shall not have any obligation to the claim in question, in making contest any counterclaim against the person asserting the third party such claim or demand), or any cross complaint against any person but in any then that portion thereof as to which such case at the sole cost and expense defense is unsuccessful, shall be conclusively deemed to be a liability of the Indemnifying Party. No claim may be settled without indemnifying party hereunder (subject, if the consent of indemnifying party has timely disputed liability, to a determination that the Indemnifying Party, unless such settlement includes the complete release of the Indemnifying Party.disputed liability is covered by these indemnification provisions); and (bvii) In the event any the Indemnified Party should have a claim against any Indemnifying Party the indemnifying party hereunder which does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Party shall promptly send a Claim Notice with respect to such claim to the Indemnifying Partyindemnifying party. If the Indemnifying Party indemnifying party does not notify the Indemnified Party within the Notice Period that it disputes they dispute such claim, the amount of such claim shall be conclusively deemed a liability of the Indemnifying Party indemnifying party hereunder. If the Indemnifying Party has disputed such claim, as provided above, such dispute shall be resolved by arbitration as provided in Section 13.11.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article X shall be asserted and resolved as follows: (a) In the event that any written claim or demand for which Seller or Buyer, as the case may be (an “Indemnifying Party would Party”), may be liable to an any Indemnified Party hereunder is asserted against or sought to be collected from such any Indemnified Party by a third party, said such Indemnified Party shallshall promptly, within twenty but in no event later than ten (2010) days of following such claim or demand being made, notify the Indemnifying Party Indemnified Party’s receipt of such claim or demand, specifying notify in writing the nature Indemnifying Party of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the "final amount of such claim or demand) (the “Claim Notice"”). The estimate of Loss contained in the Claim Notice shall not limit the amount of the Indemnifying Party's ultimate liability under the claim. The Indemnifying Party shall (i) have no liability with respect to any expenses incurred by the Indemnified Party prior to the time the Claim Notice is delivered to the Indemnifying Party and such expenses shall be deemed not to be obligated Losses of the Indemnified Party and (ii) be relieved of its obligations to indemnify the Indemnified Party with respect to any such claim or demand if the Indemnified Party fails to notify timely deliver the Claim Notice and the Indemnifying Party thereof in accordance with is materially prejudiced thereby; provided, however, that the provisions preceding portion of this Agreement within said twenty (20) day periodsentence shall not apply to the extent that the Indemnifying Party has knowledge of such Claim prior to the Indemnified Party’s delivery of the Claim Notice. The Indemnifying Party shall have 30 ten (10) days from after the personal delivery or mailing of the Claim Notice Notice, whichever is later (the "“Notice Period") ”), to notify the Indemnified Party (i) whether or not the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand is disputed, and (ii) whether or not the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, it desires to defend the Indemnified Party against such claim or demand; provided, however, that any Indemnified Party is hereby authorized prior to demand and shall during the Notice Period and thereafter be provided by the Indemnified Party with such information relating to file any motion, answer the claim or other pleading which it shall deem necessary or appropriate to protect its interest or those of demand as the Indemnifying Party shall request. All costs and not unreasonably prejudicial to expenses incurred by the Indemnifying Party in defending such claim or demand shall be borne by the Indemnifying Party. In Except as hereinafter provided, in the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such claim or demand, then, except as hereinafter provided, the Indemnifying Party shall have the right sole power to defend by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by it to a final conclusiondirect and control such defense. If the Indemnifying Party so elects to assume the defense of such claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party. If any Indemnified Party desires to participate in, but not control, any such defense or settlement it may do so at its sole cost and expense. If requested The Indemnified Party shall not settle, compromise or discharge a claim or demand for which it is indemnified by an Indemnifying Party or admit to any liability with respect to such claim or demand without the prior written consent of the Indemnifying Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld), settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the Indemnified Party. To the extent the Indemnifying Party shall direct, control or participate in the defense or settlement of any third party claim or demand, the Indemnified Party agrees to cooperate with will provide the Indemnifying Party and its counsel access to all relevant business records and other documents, and shall use its reasonable best efforts to assist, and to cause the employees and counsel of the Indemnified Party to assist, in contesting any claim or demand which defense of such claim. If the Indemnifying Party elects not to contest, or, if appropriate and related to defend the claim in question, in making any counterclaim against the person asserting the third party claim or demand, or any cross complaint against any person but in any such case at the sole cost and expense of the Indemnifying Indemnified Party. No claim may be settled without the consent of the Indemnifying Party, unless such settlement includes the complete release of the Indemnifying Party. (b) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder which does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Party shall send a Claim Notice with respect have the right and the obligation to vigorously defend the claim or demand by appropriate proceedings and shall have the sole power to direct and control such claim to the Indemnifying Partydefense. If In any event, the Indemnifying Party does not notify shall have the Indemnified Party within right to participate in the Notice Period that it disputes such claim, the amount defense or settlement of such any third party claim shall be conclusively deemed a liability of or demand for which the Indemnifying Party hereunder. If the Indemnifying Party has disputed such claim, as provided above, such dispute shall may be resolved by arbitration as provided in Section 13.11liable hereunder at its own expense.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article X VIII shall be asserted and resolved as follows: (a) In the event that any claim or demand for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified Party by a third party, said Indemnified Party shall, within twenty sixty (2060) days of such claim or demand being made, notify the Indemnifying Party of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (the "Claim Notice"). The estimate of Loss contained in the Claim Notice shall not limit the amount of the Indemnifying Party's ultimate liability under the claim. The Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to any such claim or demand if the Indemnified Party fails to notify the Indemnifying Party thereof in accordance with the provisions of this Agreement within said twenty sixty (2060) day period. The Indemnifying Party shall have 30 days from the personal delivery or mailing of the Claim Notice (the "Notice Period") to notify the Indemnified Party (i) whether or not the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand is disputed, and (ii) whether or not the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against such claim or demand; provided, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which it shall deem necessary or appropriate to protect its interest or those of the Indemnifying Party and not unreasonably prejudicial to the Indemnifying Party. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such claim or demand, then, except as hereinafter provided, the Indemnifying Party shall have the right to defend by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by it to a final conclusion. If the Indemnified Party desires to participate in, but not control, any such defense or settlement it may do so at its sole cost and expense. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any claim or demand which the Indemnifying Party elects to contest, or, if appropriate and related to the claim in question, in making any counterclaim against the person asserting the third party claim or demand, or any cross complaint against any person but in any such case at the sole cost and expense of the Indemnifying Party. No claim may be settled without the consent of the Indemnifying Party, unless such settlement includes the complete release of the Indemnifying Party.that (b) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder which does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Party shall send a Claim Notice with respect to such claim to the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within the Notice Period that it disputes such claim, the amount of such claim shall be conclusively deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has disputed such claim, as provided above, such dispute shall be resolved by arbitration as provided in Section 13.11arbitration.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article X shall be asserted and resolved as follows: (a) In the event that any claim or demand for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified Party by a third party, said Indemnified Party shall, within twenty (20) days of such claim or demand being made, notify the Indemnifying Party of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (the "Claim Notice"). The estimate of Loss contained in the Claim Notice shall not limit the amount of the Indemnifying Party's ultimate liability under the claim. The Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to any such claim or demand if the Indemnified Party fails to notify the Indemnifying Party thereof in accordance with the provisions of this Agreement within said twenty (20) day period. The Indemnifying Party shall have 30 thirty (30) days from the personal delivery or mailing of the Claim Notice (the "Notice Period") to notify the Indemnified Party (i) whether or not the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand is disputed, and (ii) whether or not the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against such claim or demand; provided, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which it shall deem necessary or appropriate to protect its interest or those of the Indemnifying Party and not unreasonably prejudicial to the Indemnifying Party. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such claim or demand, then, except as hereinafter provided, the Indemnifying Party shall have the right to defend by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by it to a final conclusion. If the Indemnified Party desires to participate in, but not control, any such defense or settlement it may do so at its sole cost and expense. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any claim or demand which the Indemnifying Party elects to contest, or, if appropriate and related to the claim in question, in making any counterclaim against the person asserting the third party claim or demand, or any cross complaint against any person but in any such case at the sole cost and expense of the Indemnifying Party. No claim may be settled without the consent of the Indemnifying Party, unless such settlement includes the complete release of the Indemnifying Party. (b) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder which does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Party shall send a Claim Notice with respect to such claim to the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within the Notice Period that it disputes such claim, the amount of such claim shall be conclusively deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has disputed such claim, as provided above, such dispute shall be resolved by arbitration as provided in Section 13.11.

Method of Asserting Claims. All claims for The party seeking indemnification by any Indemnified Party under this Article X (the "Indemnitee") from the party from whom indemnification is claimed (the "Indemnitor") shall be asserted follow the following conditions and resolved as followsprocedures: (a) In the event that any claim or demand for which an Indemnifying Party would be liable to an Indemnified Party hereunder Indemnitee may claim indemnity is asserted against or sought to be collected from such Indemnified Party an Indemnitee by a third party, said Indemnified Party shall, within twenty (20) days of such claim or demand being made, the Indemnitee shall notify the Indemnifying Party Indemnitor within 20 days following the receipt by the Indemnitee of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim and demand) (the "Claim Notice"). The estimate Failure of Loss contained in the Claim Notice an Indemnitee to so notify an Indemnitor within such 20 day period shall not limit the amount relieve an Indemnitor of the Indemnifying Party's ultimate liability under the claim. The Indemnifying Party shall not be obligated its obligation to indemnify the Indemnified Party with respect to any Indemnitee for such claim or demand if unless the Indemnified Party fails delay in giving notice of such claim or demand in fact materially prejudices the defense of such claim or demand. Any party hereto against whom a claim or demand is asserted by a third party shall, without prejudice to notify any right of indemnification hereunder, appropriately respond to such claim or demand (whether by answer, denial, request for extension of time or other action) to such claim or demand within any applicable time period, so as to preserve any rights or remedies it or any other party may have against the Indemnifying Party thereof in accordance with the provisions of this Agreement within said twenty Person making such claim or demand. (20b) day period. The Indemnifying Party An Indemnitor shall have 30 days from the personal delivery or mailing of date on which the Claim Notice is duly given (the "Notice Period") to notify the Indemnified Party an Indemnitee (i) whether or not it disputes the liability of the Indemnifying Party Indemnitor to the Indemnified Party Indemnitee hereunder with respect to such claim or demand is disputed, and (ii) whether or not the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, Indemnitor desires to defend the Indemnified Party Indemnitee against such claim or demand; provided, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which it shall deem necessary or appropriate to protect its interest or those of the Indemnifying Party and not unreasonably prejudicial to the Indemnifying Party. In the event that the Indemnifying Party an Indemnitor notifies the Indemnified Party an Indemnitee within the Notice Period that it desires to defend the Indemnified Party Indemnitee against such a claim or demand from the Indemnitee, then except as hereinafter provided the Indemnitor shall defend, at its sole cost and expense, the Indemnitee by appropriate proceedings, and shall control the conduct of such defense; provided, however, that the Indemnitor shall not, without the prior written consent of the Indemnitee, consent to the entry of any judgment against the Indemnitee or enter into any settlement or compromise which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnitee of a release from all liability in respect of such claim or demand, then, except as hereinafter provided, the Indemnifying Party shall have the right to defend by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by it to a final conclusionlitigation. If the Indemnified Party Indemnitee desires to participate in, but not control, any such defense or settlement settlement, it may do so at its sole cost and expense. If requested by the Indemnifying Party, the Indemnified Party agrees . (c) Prior to cooperate with the Indemnifying Party and its counsel in contesting an Indemnitor's settling any claim or demand the defense of which it has assumed control, the Indemnifying Party elects Indemnitor shall obtain the Indemnitee's approval, confirmed in writing in accordance with the notice provisions hereof, which approval shall not be unreasonably withheld or delayed. If an Indemnitee notifies an Indemnitor of its disapproval of such settlement, the Indemnitee shall thereupon become liable, from and after the date of its disapproval, for the amount of any award, judgment, costs or expenses (including attorney fees) in excess of the proposed settlement amount and shall have the right to contest, or, if appropriate and related elect to control the defense of such claim in question, in making any counterclaim against the person asserting the third party claim or demand, or any cross complaint against any person but in any such case at the its sole cost and expense of the Indemnifying Party. No claim may be settled without the consent of the Indemnifying Party, unless such settlement includes the complete release of the Indemnifying Partyexpense. (bd) In the event any Indemnified Party an Indemnitee should have a claim against any Indemnifying Party an Indemnitor hereunder which does not involve a claim or demand being asserted against or sought to be collected from it the Indemnitee (or TPGC or the Subsidiaries, if Buyer is the Indemnitee) by a third party, the Indemnified Party Indemnitee shall promptly send a Claim Notice with respect to such claim to the Indemnifying PartyIndemnitor. If the Indemnifying Party Indemnitor does not notify the Indemnified Party Indemnitee within the Notice Period that it disputes such claim, the Indemnitor shall be liable for the amount of such claim shall be conclusively deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has disputed such claim, as provided above, such dispute shall be resolved by arbitration as provided in Section 13.11any resulting Indemnifiable Losses.

Method of Asserting Claims. All claims Claims for indemnification by any Indemnified Party party under this Article X Section 11.2 shall be asserted and resolved as follows: (ai) In in the event that any claim Claim or demand for in respect of which an Indemnifying Party any party would be liable entitled to an Indemnified Party indemnification hereunder is asserted against or sought to be collected from such Indemnified Party party by a third partyparty (a "THIRD PARTY CLAIM"), said Indemnified Party shall, party shall within twenty (20) 75 days thereof notify the indemnifying party of such claim or demand being made, notify the Indemnifying Party of such claim Claim or demand, specifying the nature of and specific basis for such claim Claim or demand and the amount or the estimated amount thereof to the extent then feasible feasible, which estimate shall not be conclusive of the final amount of such Claim or demand (the "Claim NoticeINDEMNITY CLAIM NOTICE"). The estimate of Loss contained in ; provided, however, that the Claim Notice shall not limit the amount of the Indemnifying Party's ultimate liability under the claim. The Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to any such claim or demand if the Indemnified Party fails failure to notify the Indemnifying Party thereof in accordance with indemnifying party of the provisions commencement of this Agreement such indemnity Claim within said twenty (20) such 75 day periodperiod will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party is actually materially prejudiced by the indemnifying party's failure to give such Indemnity Claim Notice. The Indemnifying Party indemnifying party shall have 30 days from the personal delivery or mailing of the Indemnity Claim Notice (the "Notice PeriodNOTICE PERIOD") to notify the Indemnified Party indemnified party (iA) whether or not the liability it disputes entitlement of the Indemnifying Party indemnified party to the Indemnified Party indemnification hereunder with respect to such claim Claim or demand is disputed, demand; and (iiB) whether or not it desires at no cost or expense to the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Partyindemnified party, to defend the Indemnified Party indemnified party against such claim Claim or demand; provided, however, that any Indemnified Party indemnified party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which it shall deem necessary or appropriate to protect its interest interests or those of the Indemnifying Party indemnifying party and that are not unreasonably materially prejudicial to the Indemnifying Partyindemnifying party. In the event that the Indemnifying Party indemnifying party notifies the Indemnified Party indemnified party within the Notice Period that it desires to defend the Indemnified Party indemnified party against such claim Claim or demand, then, demand and except as hereinafter provided, the Indemnifying Party indemnifying party shall have the right to defend by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by it to a final conclusion. If the Indemnified Party indemnified party desires to participate in, but not control, any such defense or settlement it may do so at its sole cost and expense. If requested by the Indemnifying Partyindemnifying party, the Indemnified Party indemnified party agrees to cooperate with the Indemnifying Party indemnifying party and its counsel in contesting any claim Claim or demand which the Indemnifying Party indemnifying party elects to contest, or, if appropriate and related to the claim Claim in question, in making any counterclaim against the person asserting the third party claim or demand, or any cross complaint against any person but in any such case at the sole cost and expense of the Indemnifying Partyperson. No claim Claim may be settled without the consent of the Indemnifying Partyindemnifying party, unless which consent shall not be unreasonably withheld. Notwithstanding the foregoing, in connection with a Third Party Claim asserted against both such indemnified party and indemnifying party, if (A) such indemnified party has available to it defenses which are in addition to those available to the indemnifying party; (B) such indemnified party has available to it defenses which are inconsistent with the defenses available to the indemnifying party; or (C) a conflict exists or may reasonably be expected to exist in connection with the representation of both such indemnified party and indemnifying party by the legal counsel chosen by the indemnifying party, such indemnified party shall have the right to select its own legal counsel subject to the approval of such legal counsel by the indemnifying party, such approval not to be unreasonably withheld. If such indemnified party selects its own legal counsel pursuant to the immediately preceding sentence and the underlying Third Party Claim is otherwise subject to the scope of the indemnification obligations of the indemnifying party pursuant to this Section 11.2, the reasonable fees and expenses of such legal counsel will be included within the indemnification obligations of the indemnifying party; provided, however, that under no circumstances will the indemnifying party be obligated to indemnify such indemnified party against the fees and expenses of more than one legal counsel selected by such indemnified party in connection with a single Claim (notwithstanding the number of persons against whom the Third Party Claim may be asserted). To the extent a Claim with respect to indemnification of representations and warranties is made within the survival period set forth in Section 11.1, such Claim shall survive until such Claim is resolved pursuant to the provisions of Section 11.2, notwithstanding the expiration of the applicable survival period set forth in Section 11.1. For the avoidance of doubt, any Claim with respect to the Disclosed Contingent Liabilities shall survive until such Claim with respect to the Disclosed Contingent Liabilities shall have been settled and paid, either pursuant to a full settlement includes the complete agreement binding on all parties to such Disclosed Contingent Liability, including a full release of the Indemnifying PartySurviving Corporation, or a final nonappealable judgment is entered. Notwithstanding the foregoing, Parent shall not be (i) required to give notice of any Claim with respect to any Disclosed Contingent Liability or (ii) entitled to make a Claim for indemnification in excess of the amount listed in Section 11.2(e)(ii) of the Parent Disclosure Schedules with respect to any Disclosed Contingent Liability set forth therein. (bii) In the event any Indemnified Party indemnified party should have a claim against any Indemnifying Party Claim hereunder which does not involve a claim or demand being asserted against or sought to be collected from it by a third partyThird Party Claim, the Indemnified Party indemnified party shall send a an Indemnity Claim Notice with respect to such claim to the Indemnifying Partyindemnifying party and, if applicable, otherwise comply with the provisions of this Section 11.2. In the event the parties cannot reach an agreement regarding such non-Third Party Claim within 30 days, the parties will submit such dispute to final and binding arbitration held in Dallas, Texas. American Arbitration Association ("AAA") rules relating to commercial arbitration will apply. The parties will jointly select a single arbitrator from an AAA panel. If they cannot agree on an arbitrator, they will both select an arbitrator and the Indemnifying Party does two arbitrators so selected will pick the arbitrator who will decide the dispute. The arbitrator will not notify have the Indemnified Party within authority to award punitive or consequential damages. Arbitration awards are not appealable and may be enforced through any court of competent jurisdiction. The arbitrator must apply Delaware law and has exclusive authority to resolve any dispute relating to the Notice Period that it disputes such claiminterpretations, the amount applicability, or formation of such claim shall be conclusively deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has disputed such claim, as provided above, such dispute shall be resolved by arbitration as provided in Section 13.11this Agreement.

Method of Asserting Claims. All claims for ------------------------------- indemnification by any Indemnified Party under this a party entitled to be indemnified hereunder (an "Indemnitee") by another party hereto (an "Indemnitor"), except for claims relating to Taxes which shall be governed by the provisions of Article X 8, shall be asserted and resolved as follows: (a) In the event that any claim or demand for which an Indemnifying Party would be liable to an Indemnified Party hereunder Indemnitee may claim indemnity is asserted against or sought to be collected from such Indemnified Party an Indemnitee by a third party, said Indemnified Party shall, within twenty (20) days of such claim or demand being made, the Indemnitee shall notify the Indemnifying Party Indemnitor within 20 days following the receipt by the Indemnitee of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim and demand) (the "Claim Notice"). The estimate Failure of Loss contained in the Claim Notice an Indemnitee to so notify an Indemnitor within such 20-day period shall not limit the amount relieve an Indemnitor of the Indemnifying Party's ultimate liability under the claim. The Indemnifying Party shall not be obligated its obligation to indemnify the Indemnified Party with respect to any Indemnitee for such claim or demand if except to the Indemnified Party fails extent that the delay in giving notice of such claim or demand in fact materially prejudices (i) the defense of such claim or demand where the Indemnitor has the right to notify control such defense or (ii) participation in the Indemnifying Party thereof in accordance with defense of such claim or demand where the provisions Indemnitor has a right of this Agreement participation. Any party hereto against whom a claim or demand is asserted by a third party shall, without prejudice to any right of indemnification hereunder, appropriately respond to such claim or demand (whether by answer, denial, request for extension of time or other action) to such claim or demand within said twenty any applicable time period, so as to preserve any rights or remedies it or any other party may have against the person making such claim or demand. (20b) day period. The Indemnifying Party An Indemnitor shall have 30 thirty (30) days from the personal delivery or mailing of date on which the Claim Notice is duly given (the "Notice Period") to notify the Indemnified Party an Indemnitee (i) whether or not it disputes the liability of the Indemnifying Party Indemnitor to the Indemnified Party Indemnitee hereunder with respect to such claim or demand is disputed, and (ii) whether or not the Indemnifying Party Indemnitor desires, at the its sole cost and expense of the Indemnifying Partyexpense, to defend the Indemnified Party Indemnitee against such claim or demand; provided, however, that any Indemnified Party is hereby authorized prior to and during . If an Indemnitor does not notify an Indemnitee within the Notice Period to file any motion, answer or other pleading which that it shall deem necessary or appropriate to protect disputes its interest or those of the Indemnifying Party and not unreasonably prejudicial liability to the Indemnifying Party. Indemnitee, the Indemnitor shall be liable for the amount of any resulting Losses. (c) In the event that the Indemnifying Party an Indemnitor notifies the Indemnified Party an Indemnitee within the Notice Period that it desires to defend the Indemnified Party Indemnitee against such a claim against or demand from the Indemnitee, then except as hereinafter provided the Indemnitor shall defend, at its sole cost and expense, the Indemnitee by appropriate proceedings, shall use its best efforts to settle or prosecute such proceedings to a final conclusion in such a manner as to avoid any risk of the Indemnitee (or MAA, MAI or the Subsidiaries, if a Purchaser is the Indemnitee) becoming subject to any injunctive or other equitable order or relief or to liability for any other matter, and shall control the conduct of such defense; provided, however, that the Indemnitor shall not, without the prior written consent of the Indemnitee, consent to the entry of any judgment against the Indemnitee or enter into any settlement or compromise which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnitee of a release, in form and substance reasonably satisfactory to the Indemnitee, from all liability in respect of such claim or demand, then, except as hereinafter provided, the Indemnifying Party shall have the right to defend by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by it to a final conclusionlitigation. If the Indemnified Party Indemnitee desires to participate in, but not control, any such defense or settlement settlement, it may do so at its sole cost and expense. If requested by the Indemnifying Party, the Indemnified Party agrees . (d) Prior to cooperate with the Indemnifying Party and its counsel in contesting an Indemnitor's settling any claim or demand the defense of which it has assumed control, the Indemnifying Party elects Indemnitor shall obtain the Indemnitee's approval, confirmed in writing in accordance with the notice provisions hereof, which approval shall not be unreasonably withheld or delayed. If an Indemnitee notifies an Indemnitor of its disapproval of such settlement, the Indemnitee shall thereupon become liable, from and after the date of its disapproval, for the amount of any award, judgment, costs or expenses (including attorney fees) in excess of the proposed settlement amount and shall have the right to contest, or, if appropriate and related elect to control the defense of such claim in question, in making any counterclaim against the person asserting the third party claim or demand, or any cross complaint against any person but in any such case at the its sole cost and expense of the Indemnifying Party. No claim may be settled without the consent of the Indemnifying Party, unless such settlement includes the complete release of the Indemnifying Partyexpense. (be) In the event any Indemnified Party an Indemnitee should have a claim against any Indemnifying Party an Indemnitor hereunder which does not involve a claim or demand being asserted against or sought to be collected from it the Indemnitee (or MAA, MAI or the Subsidiaries, if a Purchaser is the Indemnitee) by a third party, the Indemnified Party Indemnitee shall promptly send a Claim Notice with respect to such claim to the Indemnifying PartyIndemnitor. If the Indemnifying Party Indemnitor does not notify the Indemnified Party Indemnitee within the Notice Period that it disputes such claim, the Indemnitor shall be liable for the amount of such claim shall be conclusively deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has disputed such claim, as provided above, such dispute shall be resolved by arbitration as provided in Section 13.11any resulting Losses.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article X shall be asserted and resolved as follows: (a) In the event that any claim or demand for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified Party by a third party, said Indemnified Party shall, within twenty (20) days of such claim or demand being made, notify the Indemnifying Party of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (the "Claim Notice"). The estimate of Loss contained in the Claim Notice shall not limit the amount of the Indemnifying Party's ultimate liability under the claim. The Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to any such claim or demand if the Indemnified Party fails to notify the Indemnifying Party thereof in accordance with the provisions of this Agreement within said twenty (20) day period. The Indemnifying Party shall have 30 days from the personal delivery or mailing of the Claim Notice (the "Notice Period") to notify the Indemnified Party (i) whether or not the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand is disputed, and (ii) whether or not the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against such claim or demand; provided, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which it shall deem necessary or appropriate to protect its interest or those of the Indemnifying Party and not unreasonably prejudicial to the Indemnifying Party. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such claim or demand, then, except as hereinafter provided, the Indemnifying Party shall have the right to defend by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by it to a final conclusion. If the Indemnified Party desires to participate in, but not control, any such defense or settlement it may do so at its sole cost and expense. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any claim or demand which the Indemnifying Party elects to contest, or, if appropriate and related to the claim in question, in making any counterclaim against the person asserting the third party claim or demand, or any cross complaint against any person but in any such case at the sole cost and expense of the Indemnifying Party. No claim may be settled without the consent of the Indemnifying Indemnified Party, unless such settlement includes the complete release of the Indemnifying PartyIndemnified Party and does not require the Indemnified Party to take or refrain from taking any action. (b) In the event any Indemnified Party should have has a claim against any Indemnifying Party hereunder which does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Party shall send a Claim Notice with respect to such claim to the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within the Notice Period that it disputes such claim, the amount of such claim shall be conclusively deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has disputed such claim, as provided above, such dispute shall be resolved by arbitration as provided in Section 13.11.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article X VII shall be asserted and resolved as follows: (a) a. In the event that any claim or demand for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified Party by a third party, said Indemnified Party shall, within twenty sixty (2060) days of such claim or demand being made, notify the Indemnifying Party of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (the "Claim Notice"). The estimate of Loss contained in the Claim Notice shall not limit the amount of the Indemnifying Party's ultimate liability under the claim. The Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to any such claim or demand if the Indemnified Party fails to notify the Indemnifying Party thereof in accordance with the provisions of this Agreement within said twenty sixty (2060) day period. The Indemnifying Party shall have 30 days from the personal delivery or mailing of the Claim Notice (the "Notice Period") to notify the Indemnified Party (i1) whether or not the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand is disputed, and (ii2) whether or not the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against such claim or demand; provided, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which it shall deem necessary or appropriate to protect its interest or those of the Indemnifying Party and not unreasonably prejudicial to the Indemnifying Party. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such claim or demand, then, except as hereinafter provided, the Indemnifying Party shall have the right to defend by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by it to a final conclusion. If the Indemnified Party desires to participate in, but not control, any such defense or settlement it may do so at its sole cost and expense. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any claim or demand which the Indemnifying Party elects to contest, or, if appropriate and related to the claim in question, in making any counterclaim against the person asserting the third party claim or demand, or any cross complaint against any person but in any such case at the sole cost and expense of the Indemnifying Party. No claim may be settled without the consent of the Indemnifying Party, unless such settlement includes the complete release of the Indemnifying Party. (b) b. In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder which does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Party shall send a Claim Notice with respect to such claim to the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within the Notice Period that it disputes such claim, the amount of such claim shall be conclusively deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has disputed such claim, as provided above, such dispute shall be resolved by arbitration as provided in Section 13.11.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article X shall be asserted and resolved as follows: (a) In the event that any claim or demand for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from such an Indemnified Party by a third party, said party (a "Third Party Claim") or an Indemnified Party shallseeks indemnification from an Indemnifying Party in connection with any other type of claim for which indemnity may be sought hereunder (referred to herein as a "Non Third Party Claim"), within twenty (20) days of such claim or demand being made, the Indemnified Party shall use reasonable efforts to notify the Indemnifying Party in writing of such claim Third Party Claim or demandNon Third Party Claim, specifying the nature of and specific basis for such claim Third Party Claim or demand Non Third Party Claim arising hereunder and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such Third Party Claim or Non Third Party Claim) (the "Claim Notice"). The estimate of Loss contained in the Claim Notice shall not limit the amount of the Indemnifying Party's ultimate liability under the claim. The Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to any such claim or demand if the Indemnified Party fails to notify the Indemnifying Party thereof in accordance with the provisions of this Agreement within said twenty (20) day period. The Indemnifying Party shall have 30 twenty calendar days ------------- (or such earlier period of time as may be required for the filing of responsive pleadings to any legal action instituted with respect to the Third Party Claim or Non Third Party Claim or required due to contractual deadlines imposed upon the Indemnified Party by the contract in dispute but in any event, not less than 10 days) from the personal delivery or mailing receipt of the Claim Notice (the "Response Notice Period") to notify the Indemnified Party Party, (iA) whether ---------------------- or not the it disputes its liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim Third Party Claim or demand is disputed, Non Third Party Claim and (iiB) notwithstanding any such dispute, whether or not it will defend, at its sole cost and expense, the Indemnified Party against such Third Party Claim. No failure by an Indemnified Party to notify the Indemnifying Party of the existence or assertion of a claim for which indemnification may be sought shall constitute a defense to or waiver of such claim for indemnification except to the extent the Indemnifying Party may be able to prove that it has been materially prejudiced by such failure or delay. (b) If the Indemnifying Party disputes its liability with respect to such Third Party Claim or Non Third Party Claim or the amount thereof (whether or not the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, desires to defend the Indemnified Party against such claim or demand; providedThird Party Claim as provided in paragraphs (c) and (d) below), however, that such dispute shall be resolved in accordance with Section 8.4 hereof. Pending the resolution of any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which it shall deem necessary or appropriate to protect its interest or those of dispute by the Indemnifying Party of its liability with respect to any Third Party Claim, such Third Party Claim shall not be settled without the prior written consent of the Indemnified Party and not unreasonably prejudicial to the Indemnifying Party. , which consent shall not be unreasonably withheld or delayed. (c) In the event that the Indemnifying Party notifies the Indemnified Party within the Response Notice Period that it desires to will defend the Indemnified Party against a Third Party Claim, then the Indemnifying Party shall assume the defense thereof with counsel reasonably acceptable to the Indemnified Party, and the Indemnified Party shall cooperate in all reasonable respects in such claim defense, including without limitation in making any appropriate counterclaim against the person asserting the Third Party Claim or demandany appropriate cross-complaint against any person (unless such counterclaim or cross-complaint would be against any other entity with which the Indemnified Party has ongoing business relations and would have a significant likelihood in the good faith judgment of the Indemnified Party of damaging such business relationships); provided, then, except as hereinafter providedhowever, the Indemnifying Party shall have not, without the right prior written consent of the Indemnified Party which consent shall not be unreasonably withheld, consent to defend the entry of any judgment against the Indemnified Party or enter into any settlement or compromise which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release, in form and substance reasonably satisfactory to the Indemnified Party, from all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by it to a final conclusionliability in respect of such Third Party Claim. If the any Indemnified Party desires to participate in, but not control, any such defense or settlement settlement, it may do so at its sole cost and expense. If requested by If, in the reasonable opinion of the Indemnified Party, any such Third Party Claim or the litigation or resolution of any such Third Party Claim involves an issue or matter which could reasonably be expected to have a material adverse effect on the Indemnified Party, then the Indemnified Party shall have the right to control the defense or settlement of any such Third Party Claim at its cost and expense, and such legal fees and expenses shall be included as part of the indemnification obligation of the Indemnifying PartyParty hereunder. If the Indemnified Party should elect to exercise such right, the Indemnifying Party shall have the right to participate in, but not control, the defense or settlement of such Third Party Claim at its sole cost and expense. (d) If the Indemnifying Party elects not to defend the Indemnified Party against such Third Party Claim, whether by not giving the Indemnified Party timely notice within the Response Notice Period as provided above or otherwise, then the Indemnified Party shall, at the expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), have the right to defend, settle or compromise any such Third Party Claim with counsel of its own choosing. In the event the Indemnified Party proposes to settle a Third Party Claim, the Indemnified Party agrees shall deliver to cooperate with the Indemnifying Party and its counsel in contesting any claim or demand written notice of the proposed settlement of the Third Party Claim, which the Indemnifying Party elects to contest, or, if appropriate and related to may reject in its reasonable judgment within thirty days of receipt of such notice. In the claim in question, in making any counterclaim against event the person asserting Indemnified Party settles such Third Party Claim over the third party claim or demand, or any cross complaint against any person but in any such case at the sole cost and expense objection of the Indemnifying Party. No claim may be settled without the consent of the Indemnifying Party, unless dispute over such settlement includes the complete release of the Indemnifying Partyshall be resolved as provided in Section 8.4 hereof. (be) In the event any an Indemnified Party should have has a claim for indemnification against any the Indemnifying Party hereunder which does not involve with respect to a claim or demand being asserted against or sought to be collected from it by a third partyNon Third Party Claim, the Indemnified Party shall send a Claim Notice with respect to such claim to the Indemnifying Party. If the Indemnifying Party disputes its liability with respect to such claim or demand, such dispute shall be resolved in accordance with Section 8.4 hereof; if the Indemnifying Party accepts or agrees with such claim or does not notify the Indemnified Party within the Response Notice Period that it disputes such claim, the amount of such claim shall be conclusively deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has disputed such claim, as provided above, such dispute shall be resolved by arbitration as provided in Section 13.11.

Method of Asserting Claims. All ------------------------------ -------------------------- claims for indemnification by any Indemnified Party under this Article X shall be asserted and resolved in writing as follows: : (a) a In the event that any claim or demand for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified Party by a third party, said Indemnified Party shall, within twenty (20) days of such claim or demand being made, notify the Indemnifying Party of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (the "Claim Notice"). The estimate of Loss contained in the Claim Notice shall not limit the amount of the Indemnifying Party's ultimate liability under the claim. The Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to any such claim or demand if the Indemnified Party fails to notify the Indemnifying Party thereof in accordance with the provisions of this Agreement within said twenty (20) day period. The Indemnifying Party shall have 30 days from the personal delivery or mailing of the Claim Notice (the "Notice Period") to notify the Indemnified Party (i) whether or not the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand is disputed, and (ii) whether or not the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against such claim or demand; provided, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which it shall deem necessary or appropriate to protect its interest or those of the Indemnifying Party and not unreasonably prejudicial to the Indemnifying Party. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such claim or demand, then, except as hereinafter provided, the Indemnifying Party shall have the right to defend by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by it to a final conclusion. If the Indemnified Party desires to participate in, but not control, any such defense or settlement it may do so at its sole cost and expense. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any claim or demand which the Indemnifying Party elects to contest, or, if appropriate and related to the claim in question, in making any counterclaim against the person asserting the third party claim or demand, or any cross complaint against any person but in any such case at the sole cost and expense of the Indemnifying Party. No claim may be settled without the consent of the Indemnifying Party, unless such settlement includes the complete release of the Indemnifying Party. . (b) b In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder which does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Party shall send a Claim Notice with respect to such claim to the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within the Notice Period that it disputes such claim, the amount of such claim shall be conclusively deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has disputed such claim, as provided above, such dispute shall be resolved by arbitration as provided in Section Article 13.11.. 10.4

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article X shall be asserted and resolved as follows: (a) : In the event that any claim claims or demand for which an Indemnifying Party would be liable to an Indemnified Party hereunder under this Agreement is asserted against or sought to be collected from such Indemnified Party by a third party, said the Indemnified Party shall, within twenty (20) days of such claim or demand being made, shall promptly notify in writing the Indemnifying Party of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim and demand (the "Claim Notice"). The estimate of Loss contained in the Claim Notice shall not limit the amount of the Indemnifying Party's ultimate liability under the claim. The Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to any such claim or demand if the Indemnified Party fails to notify the Indemnifying Party thereof in accordance with the provisions of this Agreement within said twenty (20) day periodin reasonably sufficient time so that the Indemnifying Party's ability to defend against the claim or demand is not prejudiced. The Indemnifying Party shall have 30 thirty (30) days from the personal delivery or mailing of the Claim Notice (the "Notice Period") to notify the Indemnified Party (i) whether or not the liability of the Indemnifying Party disputes its liability to the Indemnified Party hereunder with respect to such claim or demand is disputed, and (ii) whether or not the Indemnifying Party desires, at the its sole cost and expense of the Indemnifying Partyexpense, to defend the Indemnified Party against such claim or demand; provided, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which it shall deem necessary or appropriate to protect its interest or those of the Indemnifying Party and not unreasonably prejudicial to the Indemnifying Party. In the event that the Indemnifying Party notifies notified the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such claim or demand, then, demand and except as hereinafter provided, the Indemnifying Party shall have the right to defend by all appropriate proceedings, and control the settlement of any such claim or proceeding which proceedings shall be promptly settled or prosecuted by it him to a final conclusion. If the Indemnified Party desires to participate in, but not control, any such defense or settlement it may do so at its sole cost and expense. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any claim or demand which the Indemnifying Party elects to contest, including, without limitation, by executing or causing to have executed any power of attorney authorizing the Indemnifying Party to act on behalf of the Indemnified Party or the Companies, or, if appropriate and related to the claim in question, in making any counterclaim against the person asserting the third third-party claim or demand, or any cross cross-complaint against any person but in any such case at the sole cost and expense of the Indemnifying Partyperson. No claim may be settled without the consent of the Indemnifying Party. Seller and Buyer (i) agree that any suit, unless action or other legal proceeding arising out of this Agreement may be brought only in the United States District Court for Illinois, and (ii) consent to the jurisdiction of any such settlement includes court in any such suit, action or proceedings; and thus waive any objection which such party may have to the complete release laying of venue of any such suit, action or proceedings in any such court. Seller and Buyer agree that this Agreement shall be construed in accordance with, and governed by, the laws of the Indemnifying PartyState of Illinois. (b) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder which does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Party shall send a Claim Notice with respect to such claim to the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within the Notice Period that it disputes such claim, the amount of such claim shall be conclusively deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has disputed such claim, as provided above, such dispute shall be resolved by arbitration as provided in Section 13.11.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article X shall be asserted and resolved as follows: (a) In the event that any claim or demand for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from such an Indemnified Party by a third party, said party (a "Third Party Claim") or an Indemnified Party shallseeks indemnification from an Indemnifying Party in connection with any other type of claim for which indemnity may be sought hereunder (collectively, within twenty (20) days of such claim or demand being madeand including Third Party Claims, a "Claim"), the Indemnified Party shall use reasonable efforts to notify the Indemnifying Party in writing of such claim or demandClaim, specifying the nature of and specific basis for such claim or demand Claim arising hereunder and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claim) (the "Claim Notice"). The estimate of Loss contained in the Claim Notice shall not limit the amount of the Indemnifying Party's ultimate liability under the claim. The Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to any such claim or demand if the Indemnified Party fails to notify the Indemnifying Party thereof in accordance with the provisions of this Agreement within said twenty (20) day period. The Indemnifying Party shall have 30 twenty calendar days (or such earlier period of time as may be required for the filing of responsive pleadings to any legal action instituted with respect to the Claim or required due to contractual deadlines imposed upon the Indemnified Party by the contract in dispute but in any event, not less than 10 days) from the personal delivery or mailing receipt of the Claim Notice (the "Response Notice Period") to notify the Indemnified Party Party, (iA) whether or not the it disputes its liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand is disputed, Claim and (iiB) notwithstanding any such dispute, if it is a Third Party Claim, whether or not it will defend, at its sole cost and expense, the Indemnified Party against such Claim. No failure by an Indemnified Party to notify the Indemnifying Party of the existence or assertion of a Claim for which indemnification may be sought shall constitute a defense to or waiver of such Claim for indemnification except to the extent the Indemnifying Party may be able to prove that it has been materially prejudiced by such failure or delay. (b) If the Indemnifying Party disputes its liability with respect to such Claim or the amount thereof (whether or not the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, desires to defend the Indemnified Party against such claim or demand; providedClaim as provided in paragraphs (c) and (d) below), however, that such dispute shall be resolved in accordance with Section 9.5 hereof. Pending the resolution of any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which it shall deem necessary or appropriate to protect its interest or those of dispute by the Indemnifying Party of its liability with respect to any Third Party Claim, such Claim shall not be settled without the prior written consent of the Indemnified Party and not unreasonably prejudicial to the Indemnifying Party. , which consent shall not be unreasonably withheld or delayed. (c) In the event that the Indemnifying Party notifies the Indemnified Party within the Response Notice Period that it desires to will defend the Indemnified Party against a Third Party Claim, then the Indemnifying Party shall assume the defense thereof with counsel reasonably acceptable to the Indemnified Party, and the Indemnified Party shall cooperate in all reasonable respects in such claim defense, including without limitation in making any appropriate counterclaim against the person asserting the Third Party Claim or demandany appropriate crosscomplaint against any person (unless such counterclaim or crosscomplaint would be against any other entity with which the Indemnified Party has ongoing business relations and would have a significant likelihood in the good faith judgment of the Indemnified Party of damaging such business relationships); provided, then, except as hereinafter providedhowever, the Indemnifying Party shall have not, without the right prior written consent of the Indemnified Party which consent shall not be unreasonably withheld, consent to defend the entry of any judgment against the Indemnified Party or enter into any settlement or compromise which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release, in form and substance reasonably satisfactory to the Indemnified Party, from all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by it to a final conclusionliability in respect of such Third Party Claim. If the any Indemnified Party desires to participate in, but not control, any such defense or settlement settlement, it may do so at its sole cost and expense. If requested by If, in the reasonable opinion of the Indemnified Party, any such Third Party Claim or the litigation or resolution of any such Third Party Claim involves an issue or matter which could reasonably be expected to have a material adverse effect on Graphic, provided Graphic is the Indemnified Party, then the Indemnified Party shall have the right to control the defense or settlement of any such Third Party Claim at its cost and expense, and such legal fees and expenses shall be included as part of the indemnification obligation of the Indemnifying PartyParty hereunder. If the Indemnified Party should elect to exercise such right, the Indemnifying Party shall have the right to participate in, but not control, the defense or settlement of such Third Party Claim at its sole cost and expense. (d) If the Indemnifying Party elects not to defend the Indemnified Party against a Third Party Claim, whether by not giving the Indemnified Party timely notice within the Response Notice Period as provided above or otherwise, then the Indemnified Party shall, at the expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), have the right to defend, settle or compromise any such Third Party Claim with counsel of its own choosing. In the event the Indemnified Party proposes to settle a Third Party Claim, the Indemnified Party agrees shall deliver to cooperate with the Indemnifying Party and its counsel in contesting any claim or demand written notice of the proposed settlement of the Third Party Claim, which the Indemnifying Indemnified Party elects to contest, or, if appropriate and related to may reject in its reasonable judgment within thirty days of receipt of such notice. In the claim in question, in making any counterclaim against event the person asserting Indemnified Party settles such Third Party Claim over the third party claim or demand, or any cross complaint against any person but in any such case at the sole cost and expense objection of the Indemnifying Party. No claim may be settled without the consent of the Indemnifying Party, unless dispute over such settlement includes the complete release of the Indemnifying Partyshall be resolved as provided in Section 9.5 hereof. (be) In the event any an Indemnified Party should have has a claim for indemnification against any the Indemnifying Party hereunder which does not involve with respect to a claim or demand being asserted against or sought to be collected from it by Claim other than a third partyThird Party Claim, the Indemnified Party shall send a Claim Notice with respect to such claim Claim to the Indemnifying Party. If the Indemnifying Party disputes its liability with respect to such Claim, such dispute shall be resolved in accordance with Section 9.5 hereof. If the Indemnifying Party accepts or agrees with such Claim or does not notify the Indemnified Party within the Response Notice Period that it disputes such claimClaim, the amount of such claim Claim shall be conclusively deemed a liability of the Indemnifying Party hereunder. If . (f) The use of the Indemnifying indemnification provisions of this Agreement by any Indemnified Party has disputed shall be the exclusive method of recovering for any Damages sustained by an Indemnified Party due to a breach of any representation, warranty or covenant contained in this Agreement; provided, however, that if such claim, as provided aboveindemnification does not fully satisfy the Damages incurred by an Indemnified Party hereunder, such Indemnified Party may resort to any other legal remedy available to such party to recover any such Damages not satisfied through indemnification hereunder, subject, in each instance, to all the limitations contained in this Agreement on recovery of Damages (including, without limitation, limitations on time for asserting claims, threshold amounts, maximum recovery from an individual Indemnifying Party, credits for insurance benefits and any tax benefits or payments included in the definition of Damages in this Article 9) set forth in this Agreement. Further, if any dispute regarding indemnification hereunder is submitted to arbitration as set forth in Section 9.5 herein, the result of such arbitration shall be resolved by arbitration as provided in Section 13.11final, binding and conclusive, and no party may resort to other remedies to obtain recovery of any Damages not awarded through such arbitration.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article X IX shall be asserted and resolved as follows: (a) In the event that any claim or demand for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified Party by a third party, said Indemnified Party shall, within twenty thirty (2030) days of such claim or demand being made, notify the Indemnifying Party of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (the "Claim Notice"). The estimate of Loss contained in the Claim Notice shall not limit the amount of the Indemnifying Party's ultimate liability under the claim. The Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to any such claim or demand if the Indemnified Party fails to notify the Indemnifying Party thereof in accordance with the provisions of this Agreement within said twenty thirty (2030) day period. The Indemnifying Party shall have 30 days from the personal delivery or mailing of the Claim Notice (the "Notice Period") to notify the Indemnified Party (i) whether or not the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand is disputed, and (ii) whether or not the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against such claim or demand; provided, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which it shall deem necessary or appropriate to protect its interest -45- 51 interests or those of the Indemnifying Party and not unreasonably prejudicial to the Indemnifying Party. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such claim or demand, then, except as hereinafter provided, the Indemnifying Party shall have the right to defend by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by it to a final conclusion. If the Indemnified Party desires to participate in, but not control, any such defense or settlement it may do so at its sole cost and expense. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any claim or demand which the Indemnifying Party elects to contest, or, if appropriate and related to the claim in question, in making any counterclaim against the person asserting the third party claim or demand, or any cross complaint against any person but in any such case at the sole cost and expense of the Indemnifying Party. No claim may be settled without the consent of the Indemnifying Party, unless such settlement includes the complete release of the Indemnifying Party. (b) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder which does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Party shall send a Claim Notice with respect to such claim to the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within the Notice Period that it disputes such claim, the amount of such claim shall be conclusively deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has disputed such claim, as provided above, such dispute shall be resolved by arbitration as provided in Section 13.11Article 12.11.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article X IX shall be asserted and resolved as follows: (a) In the event that any claim or demand for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified Party by a third party, said Indemnified Party shall, within twenty (20) days of such claim or demand being made, notify the Indemnifying Party of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (the "“Claim Notice"”). The estimate of Loss contained in the Claim Notice shall not limit the amount of the Indemnifying Party's ’s ultimate liability under the claim. The Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to any such claim or demand if the Indemnified Party fails to notify the Indemnifying Party thereof in accordance with the provisions of this Agreement within said twenty (20) day period. The Indemnifying Party shall have 30 days from the personal delivery or mailing of the Claim Notice (the "“Notice Period"”) to notify the Indemnified Party (i) whether or not the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand is disputed, and (ii) whether or not the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against such claim or demand; provided, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which it shall deem necessary or appropriate to protect its interest or those of the Indemnifying Party and not unreasonably prejudicial to the Indemnifying Party. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such claim or demand, then, except as hereinafter provided, the Indemnifying Party shall have the right to defend by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by it to a final conclusion. If the Indemnified Party desires to participate in, but not control, any such defense or settlement it may do so at its sole cost and expense. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any claim or demand which the Indemnifying Party elects to contest, or, if appropriate and related to the claim in question, in making any counterclaim against the person asserting the third party claim or demand, or any cross complaint against any person but in any such case at the sole cost and expense of the Indemnifying Party. No claim may be settled without the consent of the Indemnifying Party, unless such settlement includes the complete release of the Indemnifying Party. (b) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder which does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Party shall send a Claim Notice with respect to such claim to the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within the Notice Period that it disputes such claim, the amount of such claim shall be conclusively deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has disputed such claim, as provided above, such dispute shall be resolved by arbitration as provided in Section 13.1111.11.

Method of Asserting Claims. All claims for indemnification by any -------------------------- Indemnified Party under this Article X VII shall be asserted and resolved as follows: (a) In the event that If any claim or demand for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified Party by a third party, said the Indemnified Party shall, within twenty (20) days of such claim or demand being made, shall with reasonable promptness notify the Indemnifying Party of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim and demand) (the "Claim Notice"). The estimate of Loss contained in the Claim Notice shall not limit the amount of the Indemnifying Party's ultimate liability under the claim. The Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to any such claim or demand if the Indemnified Party fails to notify the Indemnifying Party thereof in accordance with the provisions of this Agreement within said twenty (20) day periodin reasonably sufficient time so that the Indemnifying Party's ability to defend against the claim or demand is not materially prejudiced. The Indemnifying Party shall have 30 sixty (60) days from the personal delivery or mailing of the Claim Notice (the "Notice Period") in accordance with the provisions of this Agreement to notify the Indemnified Party Party, (i) whether or not it disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand is disputeddemand, and (ii) notwithstanding any such dispute, whether or not the Indemnifying Party it desires, at the sole cost and expense of the Indemnifying PartyParty subject to reimbursement if finally determined not to be liable for indemnification, to defend the Indemnified Party against such claim or demand; provided, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which it shall deem necessary or appropriate to protect its interest interests or those of the Indemnifying Party and not unreasonably materially prejudicial to the Indemnifying Party. (b) If the Indemnifying Party disputes its liability with respect to such claim or demand or the amount thereof (if such amount is set out in the Claim Notice) (whether or not such Indemnifying Party desires to defend the Indemnified Party against such claim or demand as provided in paragraphs (c) and (d) below), such dispute shall be resolved in accordance with paragraph (f) hereof. In Pending the event that resolution of any dispute by the Indemnifying Party of its liability with respect to any claim or demand, such claim or demand shall not be settled without the prior written consent of the Indemnifying Party. (c) If the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such claim or demand, demand then, except as hereinafter provided, the Indemnifying Party shall have the right to defend against such claim or demand by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by it to a final conclusion; provided, however, the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, consent to the entry of any judgment against the Indemnified Party or enter into any settlement or compromise which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release, in form and substance satisfactory to the Indemnified Party, from all liability in respect of such claim or litigation. If the Indemnified Party desires to participate in, but not control, any such defense or settlement settlement, it may do so at its sole cost and expense; provided, however, that if in the reasonable judgment of the Indemnified Party there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such action, the fees and expenses of such counsel to the Indemnified Party shall be at the expense of the Indemnifying Party (unless the Indemnifying Party disputes its liability with respect to such claim or demand and such dispute is resolved in its favor). If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any claim or demand which the Indemnifying Party elects to contest, or, if appropriate and related to the claim in question, in making any counterclaim against the person asserting the claim and any third party cross complaint against any person. (i) If the Indemnifying Party elects not to defend the Indemnified Party against such claim or demand, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the amount of any such claim or demand, or if the same be defended by the Indemnifying Party or by the Indemnified Party (but the Indemnified Party shall not have any cross complaint against any person but in obligation to defend any such claim or demand), then that portion thereof as to which such defense is unsuccessful, in each case at the sole cost and expense shall be conclusively deemed to be a liability of the Indemnifying PartyParty hereunder, unless the Indemnifying Party shall have disputed its liability to the Indemnified Party hereunder, as provided in paragraph (a) above, in which event such dispute shall be resolved in accordance with paragraph (f) hereof. No claim may be settled without the consent of the Indemnifying Party, unless such settlement includes the complete release of the Indemnifying Party. (bii) In the event any an Indemnified Party should have a claim against any an Indemnifying Party hereunder which does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Party shall promptly send a Claim Notice with respect to such claim to the Indemnifying Party. If the Indemnifying Party disputes its liability with respect to such claim or demand, such dispute shall be resolved in accordance with paragraph (f) hereof. If the Indemnifying Party does not notify the Indemnified Party within the Notice Period that it disputes such claim, the amount of such claim shall be conclusively deemed a liability of the Indemnifying Party hereunder. . (e) Upon the final determination of the liability under this Article VII, payment shall be made as provided in Section 7.5 (a) or (b), as appropriate. (f) If the an Indemnifying Party has disputed such claim, as provided timely disputes its liability with respect to a claim or demand against it for indemnification in accordance with paragraph (a) above, such dispute between the Indemnifying Party and the Indemnified Party shall be resolved settled by arbitration as in Miami, Florida in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted by three arbitrators, one of whom shall be selected by the Indemnified Party, one of whom shall be selected by the Indemnifying Party and the third of whom shall be selected by the two arbitrators so chosen. The fees of the arbitrators shall be paid by the losing party, unless otherwise awarded by the arbitrators. The arbitration award shall be final, conclusive and binding on the parties and judgment thereon may be entered and enforced in any court of competent jurisdiction. (g) Seller will be entitled, at its election, to control any cleanup, remediation or other proceeding with respect to which indemnity is sought under Section 7.1(d) for Environmental Liability, provided that Seller acts diligently in Section 13.11connection therewith and in accordance with all Requirements of Law.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article X IX shall be asserted and resolved as follows: (a) In the event that any claim or demand for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified Party by a third party, said Indemnified Party shall, within twenty thirty (2030) days of such claim or demand being made, notify the Indemnifying Party of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (the "Claim Notice"). The estimate of Loss contained in the Claim Notice shall not limit the amount of the Indemnifying Party's ultimate liability under the claim. The Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to any such claim or demand if the Indemnified Party fails to notify the Indemnifying Party thereof in accordance with the provisions of this Agreement within said twenty thirty (2030) day period. The Indemnifying Party shall have 30 days from the personal delivery or mailing of the Claim Notice (the "Notice Period") to notify the Indemnified Party (i) whether or not the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand is disputed, and (ii) whether or not the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against such claim or demand; provided, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which it shall deem necessary or appropriate to protect its interest or those of the Indemnifying Party and not unreasonably prejudicial to the Indemnifying Party. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such claim or demand, then, except as hereinafter provided, the Indemnifying Party shall have the right to defend by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by it to a final conclusion. If the Indemnified Party desires to participate in, but not control, any such defense or settlement it may do so at its sole cost and expense. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any claim or demand which the Indemnifying Party elects to contest, or, if appropriate and related to the claim in question, in making any counterclaim against the person asserting the third party claim or demand, or any cross complaint against any person but in any such case at the sole cost and expense of the Indemnifying Party. No claim may be settled without the consent of the Indemnifying Party, unless such settlement includes the complete release of the Indemnifying Party., (b) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder which does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Party shall send a Claim Notice with respect to such claim to the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within the Notice Period that it disputes such claim, the amount of such claim shall be conclusively deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has disputed such claim, as provided above, such dispute shall be resolved by arbitration as provided in Section 13.11Article 12.11.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article X shall be asserted and resolved as follows: (a) In the event that any claim or demand for which an Indemnifying Party would the Seller could be liable to an Indemnified Party a Purchaser Indemnitee hereunder is asserted against or sought to be collected from such Indemnified Party a Purchaser Indemnitee by a third party, said Indemnified Party shall, within twenty (20) days of such claim or demand being made, the Purchaser Indemnitee shall promptly notify the Indemnifying Party Seller in writing of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible feasible, which estimate shall not be conclusive of the final amount of such claim and demand (the "Claim Notice"). The estimate of Loss contained in the Claim Notice shall not limit the amount of the Indemnifying Party's ultimate liability under the claim. The Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to any such claim or demand if the Indemnified Party fails to notify the Indemnifying Party thereof in accordance with the provisions of this Agreement within said twenty (20) day period. The Indemnifying Party Seller shall have 30 20 days from the personal delivery or mailing of the date that such Claim Notice is made hereunder (the "Notice Period") to notify the Indemnified Party Purchaser Indemnitee in writing (iA) whether or not the it disputes its liability of the Indemnifying Party to the Indemnified Party Purchaser Indemnitee hereunder with respect to such claim or demand is disputeddemand, and (iiB) notwithstanding any such dispute, whether or not the Indemnifying Party it desires, at the its sole cost and expense of the Indemnifying Partyexpense, to defend the Indemnified Party Purchaser Indemnitee against such claim or demand; provided. (a) If the Seller disputes its liability with respect to such claim or demand or the amount thereof (whether or not the Seller desires to defend the Purchaser Indemnitee against such claim or demand as provided in subsections (b) and (c) below), howeversuch dispute shall be resolved in compliance with Section 9.5. Pending the resolution of any dispute by the Seller of its liability with respect to any claim or demand, that any Indemnified Party is hereby authorized such claim or demand shall not be settled without the prior to and during the Notice Period to file any motion, answer or other pleading which it shall deem necessary or appropriate to protect its interest or those written consent of the Indemnifying Party and not unreasonably prejudicial to the Indemnifying Party. Purchaser Indemnitee. (b) In the event that the Indemnifying Party Seller notifies the Indemnified Party Purchaser Indemnitee within the Notice Period that it desires to defend the Indemnified Party Purchaser Indemnitee against such claim or demand, demand then, except as hereinafter provided, the Indemnifying Party Seller shall have the right to defend the Purchaser Indemnitee by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by it to a final conclusionconclusion in such a manner as to avoid any risk of the Purchaser Indemnitee becoming subject to liability for any other matter; provided, however, that the Seller shall not, without the prior written consent of the Purchaser Indemnitee, consent to the entry of any judgment against the Purchaser Indemnitee or enter into any settlement or compromise which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Purchaser Indemnitee of a release, in form and substance satisfactory to the Purchaser Indemnitee, from all liability or obligations in respect of such claim or litigation. If the Indemnified Party Purchaser Indemnitee desires to participate in, but not control, any such defense or settlement settlement, it may do so at its sole cost and expenseexpense through counsel of its choice. If requested by If, in the Indemnifying Party-35- reasonable opinion of the Purchaser Indemnitee, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any such claim or demand or the litigation or resolution of any such claim or demand involves an issue or matter which could have a material adverse effect on the Indemnifying Party business, operations, assets, properties, or prospects of the Purchaser Indemnitee, then the Purchaser Indemnitee shall have the right to control the defense or settlement of any such claim or demand and its reasonable costs and expenses shall be included as part of the indemnification obligation of the Seller hereunder; provided, however, that the Purchaser Indemnitee shall not settle any such claim or demand without the prior written consent of the Seller, which consent shall not be unreasonably delayed or withheld. If the Purchaser Indemnitee should elect to exercise such right, the Seller shall have the right to participate in, but not control, the defense or settlement of such claim or demand at its sole cost and expense. (i) If the Seller elects not to contestdefend the Purchaser Indemnitee against such claim or demand, whether by not giving the Purchaser Indemnitee timely notice as provided above or otherwise, then the amount of any such claim or demand, or, if appropriate and related the same may be defended by the Seller or by the Purchaser Indemnitee (but the Purchaser Indemnitee shall not have any obligation to the claim in question, in making defend any counterclaim against the person asserting the third party such claim or demand), or any cross complaint against any person but then that portion thereof as to which such defense is unsuccessful, in any such each case at the sole cost and expense shall be conclusively deemed to be a liability of the Indemnifying Party. No claim may Seller hereunder unless the Seller has disputed its liability to the Purchaser Indemnitee as provided in subsection (a) above, in which case such dispute shall be settled without the consent of the Indemnifying Party, unless such settlement includes the complete release of the Indemnifying Partyresolved as provided in Section 9.5. (bii) In the event any Indemnified Party that a Purchaser Indemnitee should have a claim or demand against any Indemnifying Party hereunder which the Seller that does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Party Purchaser Indemnitee shall promptly send a Claim Notice with respect to such claim to the Indemnifying PartySeller. If the Indemnifying Party Seller disputes its liability with respect to such claim or demand, such dispute shall be resolved in accordance with Section 9.5; if the Seller does not notify the Indemnified Party Purchaser Indemnitee within the Notice Period that it disputes such claim, the amount of such claim shall be conclusively deemed a liability of the Indemnifying Party Seller hereunder. If . (d) All claims for indemnification by a Seller Indemnitee hereunder shall be asserted and resolved utilizing the Indemnifying Party has disputed such claim, as provided procedures set forth above, such dispute shall be resolved by arbitration as provided substituting in Section 13.11the appropriate place "Seller Indemnitee" for "Purchaser Indemnitee" and variations thereof and "Purchaser" for "Seller."

Method of Asserting Claims. All claims (a) If the a Party has incurred or suffered Damages for which it is entitled to indemnification by any Indemnified Party under this Article X shall be asserted and resolved as follows: VI, such Party (athe "Indemnified Party") In the event that any claim or demand for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified Party by a third party, said Indemnified Party shall, within twenty (20) days prior to the expiration of the representation, warranty, covenant or agreement to which such claim relates, give written notice of such claim or demand being made, notify the Indemnifying Party of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (the a "Claim Notice") to the other Party (the "Indemnifying Party"). The estimate of Loss contained in the Each Claim Notice shall not limit state the amount of the Indemnifying Party's ultimate liability under the claim. The Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to any such claim or demand if the Indemnified Party fails to notify the Indemnifying Party thereof in accordance with the provisions of this Agreement within said twenty (20) day period. The Indemnifying Party shall have 30 days from the personal delivery or mailing of the Claim Notice claimed Damages (the "Notice PeriodClaimed Amount") to notify the Indemnified Party (i) whether or not the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand is disputed), if known, and the basis for such claim. (iib) whether or not the Indemnifying Party desires, at the sole cost and expense Within 20 days after delivery of the Indemnifying Party, to defend the Indemnified Party against such claim or demand; provided, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which it shall deem necessary or appropriate to protect its interest or those of the Indemnifying Party and not unreasonably prejudicial to the Indemnifying Party. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such claim or demand, then, except as hereinafter provideda Claim Notice, the Indemnifying Party shall have the right provide to defend by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by it to a final conclusion. If the Indemnified Party desires to participate in, but not control, any such defense or settlement it may do so at its sole cost and expense. If requested by a written response (the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel "Response Notice") in contesting any claim or demand which the Indemnifying Party elects to contest, or, if appropriate and related shall: (i) agree that all of the Claimed Amount is owed to the claim in questionIndemnified Party, in making any counterclaim against (ii) agree that part, but not all, of the person asserting Claimed Amount (the third party claim or demand"Agreed Amount") is owed to the Indemnified Party, or (iii) contest that any cross complaint against any person but in any such case at the sole cost and expense of the Indemnifying Claimed Amount is owed to the Indemnified Party. No claim The Indemnifying Party may be settled without contest the consent payment of all or a portion of the Indemnifying Party, unless Claimed Amount only based upon a good faith belief that all or such settlement includes the complete release portion of the Claimed Amount does not constitute Damages for which the Indemnified Party is entitled to indemnification under this Article VI. If no Response Notice is delivered by the Indemnifying Party within such 20-day period, the Indemnifying Party shall be deemed to have agreed that all of the Claimed Amount is owed to the Indemnified Party. (bc) In If the event any Indemnifying Party in the Response Notice agrees (or is deemed to have agreed) that all of the Claimed Amount is owed to the Indemnified Party, the Indemnifying Party shall promptly pay to the Indemnified Party should have a claim against any an amount equal to the Claimed Amount. If the Indemnifying Party hereunder which does in the Response Notice agrees that part, but not involve a all, of the Claimed Amount is owed to the Indemnified Party, the Indemnifying Party shall promptly pay to the Indemnified Party an amount equal to the Agreed Amount set forth in such Response Notice. Acceptance by the Indemnified Party of part payment of any Claimed Amount shall be without prejudice to the Indemnified Party's right to claim or demand being asserted against or sought to be collected from it by a third partythe balance of any such Claimed Amount. Notwithstanding the foregoing, the Indemnified Party shall send a Claim Notice have the right, at its option, to elect to satisfy any obligation of the Seller under this subsection (c) pursuant to the provisions of Section 1.7 hereof by deducting such funds from any unpaid portion of the Post-Closing Net Adjustment. The Indemnified Party shall not, however, have any right to offset or deduct any such claims from any sum owed to Seller with respect to such claim the occupancy of the Facility in accordance with Exhibit E. (d) The Indemnified Party shall give prompt written notification to the Indemnifying Party of the commencement of any action, suit or proceeding relating to a third party claim for which indemnification pursuant to this Article VI may be sought. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such action, suit or proceeding with counsel reasonably satisfactory to the Indemnified Party, provided the Indemnifying Party acknowledges in writing to the Indemnified Party that any damages, fines, costs or other liabilities that may be assessed against the Indemnified Party in connection with such action, suit or proceeding constitute Damages for which the Indemnified Party shall be entitled to indemnification pursuant to this Article VI. If the Indemnifying Party does not notify so assume control of such defense, the Indemnified Party within shall control such defense. The party not controlling such defense may participate therein at its own expense; provided that if the Notice Period Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that it disputes the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such claimaction, suit or proceeding, the amount reasonable fees and expenses of counsel to the Indemnified Party shall be considered "Damages" for purposes of this Agreement. The party controlling such defense shall keep the other party advised of the status of such claim action, suit or proceeding and the defense thereof and shall be conclusively deemed a liability consider in good faith recommendations made by the other party with respect thereto. The Indemnified Party shall not agree to any settlement of such action, suit or proceeding without the prior written consent of the Indemnifying Party hereunderParty, which shall not be unreasonably withheld. If the The Indemnifying Party has disputed shall not agree to any settlement of such claimaction, as provided abovesuit or proceeding without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld (it being understood that it is reasonable to withhold such dispute shall be resolved by arbitration as provided in Section 13.11consent if, among other things, the settlement or the entry of judgment (A) lacks a complete release of the Indemnified Party for all liability with respect thereto or (B) imposes any liability or obligation on the Indemnified Party).

Method of Asserting Claims. All ------------------------------ -------------------------- claims for indemnification by any Indemnified Party under this Article X shall be asserted and resolved as follows: : (a) a In the event that any claim or demand for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified Party by a third party, said Indemnified Party shall, within twenty fifteen (2015) days of such claim or demand being made, notify the Indemnifying Party of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (the "Claim Notice"). During such fifteen (15) day period, the Indemnified Party shall not take any action or file any response to any claim or demand, it being the intent of the parties that any such response shall be prepared and submitted by the Indemnifying Party. The estimate of Loss contained in the Claim Notice shall not limit the amount of the Indemnifying Party's ultimate liability under the claim. The Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to any such claim or demand if the Indemnified Party fails to notify the Indemnifying Party thereof in accordance with the provisions of this Agreement within said twenty fifteen (2015) day period. The Indemnifying Party shall have 30 days from the personal delivery or mailing of the Claim Notice (the "Notice Period") to notify the Indemnified Party (i) whether or not the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand is disputed, and (ii) whether or not the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against such claim or demand; provided, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which it shall deem necessary or appropriate to protect its interest or those of the Indemnifying Party and not unreasonably prejudicial to the Indemnifying Party. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such claim or demand, then, except as hereinafter provided, the Indemnifying Party shall have the right to defend by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by it to a final conclusion. If the Indemnified Party desires to participate in, but not control, any such defense or settlement it may do so at its sole cost and expense. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any claim or demand which the Indemnifying Party elects to contest, or, if appropriate and related to the claim in question, in making any counterclaim against the person asserting the third party claim or demand, or any cross complaint against any person but in any such case at the sole cost and expense of the Indemnifying Party. No claim may be settled without the consent of the Indemnifying Party, unless such settlement includes the complete release of the Indemnifying Party. . (b) b In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder which does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Party shall send a Claim Notice with respect to such claim to the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within the Notice Period that it disputes such claim, the amount of such claim shall be conclusively deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has disputed such claim, as provided above, such dispute shall be resolved by arbitration as provided in Section Article 13.11.. 10.4

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article X shall be asserted and resolved as follows: (a) In the event that any claim or demand for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified Party by a third party, said Indemnified Party shall, within twenty (20) days of such claim or demand being made, notify the Indemnifying Party of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (the "Claim Notice"). The estimate of Loss contained in the Claim Notice shall not limit the amount of the Indemnifying Party's ultimate liability under the claim. The Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to any such claim or demand if the Indemnified Party fails to notify the Indemnifying Party thereof in accordance with the provisions of this Agreement within said twenty (20) day period. The Indemnifying Party shall have 30 days from the personal delivery or mailing of the Claim Notice (the "Notice Period") to notify the Indemnified Party (i) whether or not the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand is disputed, and (ii) whether or not the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against such claim or demand; provided, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which it shall deem necessary or appropriate to protect its interest or those of the Indemnifying Party and not unreasonably prejudicial to the Indemnifying Party. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such claim or demand, then, except as hereinafter provided, the Indemnifying Party shall have the right to defend by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by it to a final conclusion. If the Indemnified Party desires to participate in, but not control, any such defense or settlement it may do so at its sole cost and expense. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any claim or demand which the Indemnifying Party elects to contest, or, if appropriate and related to the claim in question, in making any counterclaim against the person asserting the third party claim or demand, or any cross complaint against any person but in any such case at the sole cost and expense of the Indemnifying Party. No claim may be settled without the consent of the Indemnifying Party, unless such settlement includes the complete release of the Indemnifying Party. (b) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder which does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Party shall send a Claim Notice with respect to such claim to the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within the Notice Period that it disputes such claim, the amount of such claim shall be conclusively deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has disputed such claim, as provided above, such dispute shall be resolved by arbitration as provided in Section Article 13.11.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article X shall be asserted and resolved as follows: (a) In the event that any claim or demand for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified Party by a third party, said Indemnified Party shall, within twenty (20) days of such claim or demand being made, notify the Indemnifying Party of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (the "“Claim Notice"”). The estimate of Loss contained in the Claim Notice shall not limit the amount of the Indemnifying Party's ’s ultimate liability under the claim. The Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to any such claim or demand if the Indemnified Party fails to notify the Indemnifying Party thereof in accordance with the provisions of this Agreement within said twenty (20) day period. The Indemnifying Party shall have 30 days from the personal delivery or mailing of the Claim Notice (the "“Notice Period"”) to notify the Indemnified Party (i) whether or not the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand is disputed, and (ii) whether or not the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against such claim or demand; provided, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which it shall deem necessary or appropriate to protect its interest or those of the Indemnifying Party and not unreasonably prejudicial to the Indemnifying Party. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such claim or demand, then, except as hereinafter provided, the Indemnifying Party shall have the right to defend by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by it to a final conclusion. If the Indemnified Party desires to participate in, but not control, any such defense or settlement it may do so at its sole cost and expense. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any claim or demand which the Indemnifying Party elects to contest, or, if appropriate and related to the claim in question, in making any counterclaim against the person asserting the third party claim or demand, or any cross complaint against any person but in any such case at the sole cost and expense of the Indemnifying Party. No claim may be settled without the consent of the Indemnifying Party, unless such settlement includes the complete release of the Indemnifying Party. (b) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder which does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Party shall send a Claim Notice with respect to such claim to the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within the Notice Period that it disputes such claim, the amount of such claim shall be conclusively deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has disputed such claim, as provided above, such dispute disputes shall be resolved by arbitration as provided in Section 13.11.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article X VIII shall be asserted and resolved as follows: (a) In the event that any claim or demand for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified Party by a third party, said Indemnified Party shall, within twenty sixty (2060) days of such claim or demand being made, notify the Indemnifying Party of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (the "Claim Notice"). The estimate of Loss contained in the Claim Notice shall not limit the amount of the Indemnifying Party's ultimate liability under the claim. The Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to any such claim or demand if the Indemnified Party fails to notify the Indemnifying Party thereof in accordance with the provisions of this Agreement within said twenty sixty (2060) day period. The Indemnifying Party shall have 30 days from the personal delivery or mailing of the Claim Notice (the "Notice Period") to notify the Indemnified Party (i) whether or not the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand is disputed, and (ii) whether or not the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against such claim or demand; provided, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which it shall deem necessary or appropriate to protect its interest or those of the Indemnifying Party and not unreasonably prejudicial to the Indemnifying Party. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such claim or demand, then, except as hereinafter provided, the Indemnifying Party shall have the right to defend by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by it to a final conclusion. If the Indemnified Party desires to participate in, but not control, in any such defense or settlement it may do so at its sole cost and expense, but it shall not in any event control the defense offered by the Indemnifying Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any claim or demand which the Indemnifying Party elects to contest, or, if appropriate and related to the claim in question, in making any counterclaim against the person asserting the third party claim or demand, or any cross complaint against any person but in any such case at the sole cost and expense of the Indemnifying Party. No claim for which the Indemnified Party seeks indemnification may be settled without the consent of the Indemnifying Party, unless such settlement includes the complete release of the Indemnifying Party. (b) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder which does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Party shall send a Claim Notice with respect to such claim to the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within the Notice Period that it disputes such claim, the amount of such claim shall be conclusively deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has disputed such claim, as provided above, such dispute shall be resolved by arbitration as provided in Section 13.11arbitration.

Method of Asserting Claims. All claims for indemnification by any party entitled to indemnification hereunder (an "Indemnified Party under this Article X Party") shall be asserted and resolved as follows: set forth in this Section 10.4. Any Indemnified Party seeking indemnity shall notify the party from whom indemnification is sought (athe "Indemnifying Party") In promptly, but in no event later than the event that any 20th day after receipt by the Indemnified Party of a Third Party claim or demand for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified Party by a third party, said Indemnified Party shall, within twenty (20) days of such claim or demand being made, notify the Indemnifying Party of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (the "Claim Notice"). The estimate of Loss contained in the Claim Notice feasible; provided, however, that any failure to provide such notice shall not limit the amount constitute a waiver of the Indemnifying Party's ultimate liability under indemnity obligations hereunder except to the claim. The Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to any such claim or demand if the Indemnified Party fails to notify extent the Indemnifying Party thereof in accordance with the provisions of this Agreement within said twenty (20) day periodis actually materially prejudiced thereby. The Indemnifying Party shall have 30 days from the personal delivery or mailing after receipt of the Claim Notice a demand for indemnification (the "Notice Period") to notify the Indemnified Party (ia) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand is disputed, and (iib) whether or not the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, it desires to defend the Indemnified Party against such claim or demand; provided, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which it shall deem necessary or appropriate to protect its interest or those of the Indemnifying Party and not unreasonably prejudicial to the Indemnifying Party. . In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such claim or demand, then, except as hereinafter provided, the Indemnifying Party shall have the right to defend by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by it the Indemnified Party at the Indemnifying Party's sole cost and expense and with counsel reasonably satisfactory to a final conclusionthe Indemnified Party. If the Indemnifying Party's right to assume the defense is exercised, the Indemnifying Party shall be deemed to have waived all rights to contest its liability to the Indemnified Party desires in respect of such Third Party claim. The Indemnifying Party shall not settle or compromise or consent to the entry of any judgment with respect to any Third Party claim that it elects to defend without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. If the right to assume and control the defense is exercised, the Indemnified Party shall have the right to participate in, but not control, any such defense or settlement it may do so at its sole cost own expense and expense. If requested the Indemnifying Party's indemnity obligations shall be deemed not to include attorneys' fees and litigation expenses incurred in such participation by the Indemnified Party after the assumption of the defense by the Indemnifying Party, the Indemnified Party agrees to cooperate in accordance with the Indemnifying Party and its counsel in contesting any claim or demand which the Indemnifying Party elects to contestterms hereof; provided, orhowever, if appropriate and related to the claim in question, in making any counterclaim against the person asserting the third party claim or demand, or any cross complaint against any person but in any such case at the sole cost and expense of the Indemnifying Party. No claim may be settled without the consent of the Indemnifying Party, unless such settlement includes the complete release of the Indemnifying Party. (b) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder which does not involve a claim or demand being asserted against or sought to be collected from it by a third party, that the Indemnified Party shall send be entitled to employ one firm or separate counsel to represent the Indemnified Party if, in the written opinion of counsel to the Indemnified Party, a Claim Notice with conflict of interest between the Indemnified Party and the Indemnifying Party exists in respect to of such claim to or, in any event, for claims seeking equitable relief from the Indemnified Party and in each such event, the fees, costs and expenses of such firm or separate counsel shall be paid in full by the Indemnifying Party. If the Indemnifying Party does has not notify elected to assume the defense of a Third Party claim within the Notice Period, the Indemnified Party within may defend and settle the Notice Period that it disputes such claim, claim for the amount of such claim shall be conclusively deemed a liability account and cost of the Indemnifying Party; provided, that the Indemnified Party hereunderwill not settle the Third Party claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. If The Indemnifying Party upon demand will pay, or reimburse the Indemnified Party for payment of, all costs and expenses (including reasonable fees and expenses of counsel) incurred in the defense thereof. The Indemnified Party shall cooperate with the Indemnifying Party has disputed such claimand, as provided abovesubject to obtaining proper assurances of confidentiality and privilege, such dispute shall be resolved by arbitration as provided in Section 13.11make available to the Indemnifying Party all pertinent information under the control of the Indemnified Party.

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this Article X shall be asserted and resolved as follows: (a) In the event that any claim or demand for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from such an Indemnified Party by a third party, said party (a "Third Party Claim") or an Indemnified Party shallseeks indemnification from an ------------------ Indemnifying Party in connection with any other type of claim for which indemnity may be sought hereunder (referred to herein as a "Non Third Party Claim"), within twenty (20) days of such claim or demand being made, the Indemnified Party shall use reasonable efforts to notify the Indemnifying Party in writing of such claim Third Party Claim or demandNon Third Party Claim, specifying the nature of and specific basis for such claim Third Party Claim or demand Non Third Party Claim arising hereunder and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such Third Party Claim or Non Third Party Claim) (the "Claim Notice"). The estimate of Loss contained in the Claim Notice shall not limit the amount of the Indemnifying Party's ultimate liability under the claim. The Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to any such claim or demand if the Indemnified Party fails to notify the Indemnifying Party thereof in accordance with the provisions of this Agreement within said twenty (20) day period. The Indemnifying Party shall have 30 twenty calendar days ------------- (or such earlier period of time as may be required for the filing of responsive pleadings to any legal action instituted with respect to the Third Party Claim or Non Third Party Claim or required due to contractual deadlines imposed upon the Indemnified Party by the contract in dispute but in any event, not less than 10 days) from the personal delivery or mailing receipt of the Claim Notice (the "Response Notice Period") to notify the Indemnified Party Party, (iA) whether ---------------------- or not the it disputes its liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim Third Party Claim or demand is disputed, Non Third Party Claim and (iiB) notwithstanding any such dispute, whether or not it will defend, at its sole cost and expense, the Indemnified Party against such Third Party Claim. No failure by an Indemnified Party to notify the Indemnifying Party of the existence or assertion of a claim for which indemnification may be sought shall constitute a defense to or waiver of such claim for indemnification except to the extent the Indemnifying Party may be able to prove that it has been materially prejudiced by such failure or delay. (b) If the Indemnifying Party disputes its liability with respect to such Third Party Claim or Non Third Party Claim or the amount thereof (whether or not the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, desires to defend the Indemnified Party against such claim or demand; providedThird Party Claim as provided in paragraphs (c) and (d) below), however, that such dispute shall be resolved in accordance with Section 8.5 ----------- hereof. Pending the resolution of any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which it shall deem necessary or appropriate to protect its interest or those of dispute by the Indemnifying Party of its liability with respect to any Third Party Claim, such Third Party Claim shall not be settled without the prior written consent of the Indemnified Party and not unreasonably prejudicial to the Indemnifying Party. , which consent shall not be unreasonably withheld or delayed. (c) In the event that the Indemnifying Party notifies the Indemnified Party within the Response Notice Period that it desires to will defend the Indemnified Party against a Third Party Claim, then the Indemnifying Party shall assume the defense thereof with counsel reasonably acceptable to the Indemnified Party, and the Indemnified Party shall cooperate in all reasonable respects in such claim defense, including without limitation in making any appropriate counterclaim against the person asserting the Third Party Claim or demandany appropriate cross-complaint against any person (unless such counterclaim or cross-complaint would be against any other entity with which the Indemnified Party has ongoing business relations and would have a significant likelihood in the good faith judgment of the Indemnified Party of damaging such business relationships); provided, then, except as hereinafter providedhowever, the Indemnifying Party shall have not, without the right prior written consent of the Indemnified Party which consent shall not be unreasonably withheld, consent to defend the entry of any judgment against the Indemnified Party or enter into any settlement or compromise which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release, in form and substance reasonably satisfactory to the Indemnified Party, from all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by it to a final conclusionliability in respect of such Third Party Claim. If the any Indemnified Party desires to participate in, but not control, any such defense or settlement settlement, it may do so at its sole cost and expense. If requested by If, in the reasonable opinion of the Indemnified Party, any such Third Party Claim or the litigation or resolution of any such Third Party Claim involves an issue or matter which could reasonably be expected to have a material adverse effect on the Indemnified Party, then the Indemnified Party shall have the right to control the defense or settlement of any such Third Party Claim at its cost and expense, and such legal fees and expenses shall be included as part of the indemnification obligation of the Indemnifying PartyParty hereunder. If the Indemnified Party should elect to exercise such right, the Indemnifying Party shall have the right to participate in, but not control, the defense or settlement of such Third Party Claim at its sole cost and expense. (d) If the Indemnifying Party elects not to defend the Indemnified Party against such Third Party Claim, whether by not giving the Indemnified Party timely notice within the Response Notice Period as provided above or otherwise, then the Indemnified Party shall, at the expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), have the right to defend, settle or compromise any such Third Party Claim with counsel of its own choosing. In the event the Indemnified Party proposes to settle a Third Party Claim, the Indemnified Party agrees shall deliver to cooperate with the Indemnifying Party and its counsel in contesting any claim or demand written notice of the proposed settlement of the Third Party Claim, which the Indemnifying Party elects to contest, or, if appropriate and related to may reject in its reasonable judgment within thirty days of receipt of such notice. In the claim in question, in making any counterclaim against event the person asserting Indemnified Party settles such Third Party Claim over the third party claim or demand, or any cross complaint against any person but in any such case at the sole cost and expense objection of the Indemnifying Party. No claim may be settled without the consent of the Indemnifying Party, unless dispute over such settlement includes the complete release of the Indemnifying Party.shall be resolved as provided in Section 8.5 hereof. ----------- (be) In the event any an Indemnified Party should have has a claim for indemnification against any the Indemnifying Party hereunder which does not involve with respect to a claim or demand being asserted against or sought to be collected from it by a third partyNon Third Party Claim, the Indemnified Party shall send a Claim Notice with respect to such claim to the Indemnifying Party. If the Indemnifying Party disputes its liability with respect to such claim or demand, such dispute shall be resolved in accordance with Section 8.5 hereof; if the Indemnifying Party ----------- accepts or agrees with such claim or does not notify the Indemnified Party within the Response Notice Period that it disputes such claim, the amount of such claim shall be conclusively deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has disputed such claim, as provided above, such dispute shall be resolved by arbitration as provided in Section 13.11.

Method of Asserting Claims. All ------------------------------ -------------------------- claims for indemnification by any Indemnified Party under this Article X shall be asserted and resolved as follows: : (a) a In the event that any claim or demand for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified Party by a third party, said Indemnified Party shall, within twenty (20) days of such claim or demand being made, notify the Indemnifying Party of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (the "Claim Notice"). The estimate of Loss contained in the Claim Notice shall not limit the amount of the Indemnifying Party's ultimate liability under the claim. The Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to any such claim or demand if the Indemnified Party fails to notify the Indemnifying Party thereof in accordance with the provisions of this Agreement within said twenty (20) day period. The Indemnifying Party shall have 30 days from the personal delivery or mailing of the Claim Notice (the "Notice Period") to notify the Indemnified Party (i) whether or not the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand is disputed, and (ii) whether or not the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against such claim or demand; provided, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which it shall deem necessary or appropriate to protect its interest or those of the Indemnifying Party and not unreasonably prejudicial to the Indemnifying Party. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such claim or demand, then, except as hereinafter provided, the Indemnifying Party shall have the right to defend by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by it to a final conclusion. If the Indemnified Party desires to participate in, but not control, any such defense or settlement it may do so at its sole cost and expense. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any claim or demand which the Indemnifying Party elects to contest, or, if appropriate and related to the claim in question, in making any counterclaim against the person asserting the third party claim or demand, or any cross complaint against any person but in any such case at the sole cost and expense of the Indemnifying Party. No claim may be settled without the consent of the Indemnifying Party, unless such settlement includes the complete release of the Indemnifying Party. . (b) b In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder which does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Party shall send a Claim Notice with respect to such claim to the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within the Notice Period that it disputes such claim, the amount of such claim shall be conclusively deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has disputed such claim, as provided above, such dispute shall be resolved by arbitration as provided in Section Article 13.11.. 10.4

Method of Asserting Claims. All claims for indemnification by any Indemnified Party under this a party entitled to be indemnified hereunder (an "Indemnitee") by another party hereto (an "Indemnitor"), except for claims relating to Taxes which shall be governed by the provisions of Article X 8, shall be asserted and resolved as follows: (a) In the event that any claim or demand for which an Indemnifying Party would be liable to an Indemnified Party hereunder Indemnitee may claim indemnity is asserted against or sought to be collected from such Indemnified Party an Indemnitee by a third party, said Indemnified Party shall, within twenty (20) days of such claim or demand being made, the Indemnitee shall notify the Indemnifying Party Indemnitor within 20 days following the receipt by the Indemnitee of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim and demand) (the "Claim Notice"). The estimate Failure of Loss contained in the Claim Notice an Indemnitee to so notify an Indemnitor within such 20-day period shall not limit the amount relieve an Indemnitor of the Indemnifying Party's ultimate liability under the claim. The Indemnifying Party shall not be obligated its obligation to indemnify the Indemnified Party with respect to any Indemnitee for such claim or demand if except to the Indemnified Party fails extent that the delay in giving notice of such claim or demand in fact materially prejudices (i) the defense of such claim or demand where the Indemnitor has the right to notify control such defense or (ii) participation in the Indemnifying Party thereof in accordance with defense of such claim or demand where the provisions Indemnitor has a right of this Agreement participation. Any party hereto against whom a claim or demand is asserted by a third party shall, without prejudice to any right of indemnification hereunder, appropriately respond to such claim or demand (whether by answer, denial, request for extension of time or other action) to such claim or demand within said twenty any applicable time period, so as to preserve any rights or remedies it or any other party may have against the person making such claim or demand. (20b) day period. The Indemnifying Party An Indemnitor shall have 30 thirty (30) days from the personal delivery or mailing of date on which the Claim Notice is duly given (the "Notice Period") to notify the Indemnified Party an Indemnitee (i) whether or not it disputes the liability of the Indemnifying Party Indemnitor to the Indemnified Party Indemnitee hereunder with respect to such claim or demand is disputed, and (ii) whether or not the Indemnifying Party Indemnitor desires, at the its sole cost and expense of the Indemnifying Partyexpense, to defend the Indemnified Party Indemnitee against such claim or demand; provided, however, that any Indemnified Party is hereby authorized prior to and during . If an Indemnitor does not notify an Indemnitee within the Notice Period to file any motion, answer or other pleading which that it shall deem necessary or appropriate to protect disputes its interest or those of the Indemnifying Party and not unreasonably prejudicial liability to the Indemnifying Party. Indemnitee, the Indemnitor shall be liable for the amount of any resulting Losses. (c) In the event that the Indemnifying Party an Indemnitor notifies the Indemnified Party an Indemnitee within the Notice Period that it desires to defend the Indemnified Party Indemnitee against such a claim against or demand from the Indemnitee, then except as hereinafter provided the Indemnitor shall defend, at its sole cost and expense, the Indemnitee by appropriate proceedings, shall use its best efforts to settle or prosecute such proceedings to a final conclusion in such a manner as to avoid any risk of the Indemnitee (or MAA, MAI or the Subsidiaries, if a Purchaser is the Indemnitee) becoming subject to any injunctive or other equitable order or relief or to liability for any other matter, and shall control the conduct of such defense; provided, however, that the Indemnitor shall not, without the prior written consent of the Indemnitee, consent to the entry of any judgment against the Indemnitee or enter into any settlement or compromise which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnitee of a release, in form and substance reasonably satisfactory to the Indemnitee, from all liability in respect of such claim or demand, then, except as hereinafter provided, the Indemnifying Party shall have the right to defend by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by it to a final conclusionlitigation. If the Indemnified Party Indemnitee desires to participate in, but not control, any such defense or settlement settlement, it may do so at its sole cost and expense. If requested by the Indemnifying Party, the Indemnified Party agrees . (d) Prior to cooperate with the Indemnifying Party and its counsel in contesting an Indemnitor's settling any claim or demand the defense of which it has assumed control, the Indemnifying Party elects Indemnitor shall obtain the Indemnitee's approval, confirmed in writing in accordance with the notice provisions hereof, which approval shall not be unreasonably withheld or delayed. If an Indemnitee notifies an Indemnitor of its disapproval of such settlement, the Indemnitee shall thereupon become liable, from and after the date of its disapproval, for the amount of any award, judgment, costs or expenses (including attorney fees) in excess of the proposed settlement amount and shall have the right to contest, or, if appropriate and related elect to control the defense of such claim in question, in making any counterclaim against the person asserting the third party claim or demand, or any cross complaint against any person but in any such case at the its sole cost and expense of the Indemnifying Party. No claim may be settled without the consent of the Indemnifying Party, unless such settlement includes the complete release of the Indemnifying Partyexpense. (be) In the event any Indemnified Party an Indemnitee should have a claim against any Indemnifying Party an Indemnitor hereunder which does not involve a claim or demand being asserted against or sought to be collected from it the Indemnitee (or MAA, MAI or the Subsidiaries, if a Purchaser is the Indemnitee) by a third party, the Indemnified Party Indemnitee shall promptly send a Claim Notice with respect to such claim to the Indemnifying PartyIndemnitor. If the Indemnifying Party Indemnitor does not notify the Indemnified Party Indemnitee within the Notice Period that it disputes such claim, the Indemnitor shall be liable for the amount of such claim shall be conclusively deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has disputed such claim, as provided above, such dispute shall be resolved by arbitration as provided in Section 13.11any resulting Losses.

Method of Asserting Claims. All claims for indemnification by any the SecureAlert Parties or the Distributor Parties (each, an "Indemnified Party Party") under this Article X 12 shall be asserted and resolved as follows: (a) In the event that any claim or demand for which SecureAlert or the Distributor (as the case may be, an "Indemnifying Party Party") would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified Party by a third party, said such Indemnified Party shallshall promptly, within twenty but in no event later than the earlier to occur of (20i) such date that is 15 days prior to the date on which a response to such claim or demand is due under applicable Law or (ii) the 30th day following its receipt of such claim or demand being madedemand, notify the Indemnifying Party of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim or demand) (the "Claim Notice"). The estimate of Loss contained in ; provided, however, that the failure to promptly provide any such Claim Notice shall not limit affect such Indemnified Party's right to indemnification under Section 12.1, except to the amount of extent that such failure to provide such Claim Notice promptly shall prevent or shall have prevented the Indemnifying Party from properly or effectively defending the claim or demand or from recovering reimbursement or other damages to which the Indemnifying Party or Indemnified Party would otherwise be entitled, unless the Indemnifying Party's ultimate liability under the claim. The Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to any , directly or indirectly, caused such claim or demand if the Indemnified Party fails to notify the Indemnifying Party thereof in accordance with the provisions of this Agreement within said twenty (20) day periodfailure. The Indemnifying Party shall have 30 days from the personal delivery or mailing its receipt of the Claim Notice (the "Notice Period") to notify the Indemnified Party (i) whether or not the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand is disputed, and (ii) whether or not the Indemnifying Party it desires, at the its sole cost and expense of the Indemnifying Partyexpense, to defend the Indemnified Party against such claim or demand, and thereby assume control of such defense; provided, however, that any the Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which it shall deem necessary or appropriate to protect its interest or those of the Indemnifying Party and not unreasonably prejudicial to the Indemnifying Party. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such claim or demand, then, except as hereinafter provided, the Indemnifying Party shall have the right to defend by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted by it to a final conclusioninterests. If the an Indemnified Party desires to participate in, but not control, any such defense or settlement settlement, it may do so so, which participation shall be at its sole cost and expense. If requested by the Indemnifying Party's cost and expense unless (i) the Indemnifying Party has accepted liability for such claim in writing to the extent that it ultimately is found to be liable, or (ii) the Indemnifying Party is finally determined by a court having proper jurisdiction not to have any liability to the Indemnified Party with respect to such claim. If the Indemnifying Party disputes its liability with respect to such claim or demand or elects not to defend against such claim or demand, whether by not giving timely notice as provided above or otherwise, the Indemnified Party agrees shall have the right but not the obligation to defend against such claim or demand. (b) Unless the Indemnifying Party has accepted liability for a claim or demand in writing, the Indemnifying Party shall not settle, compromise, or offer to settle or compromise any such claim or demand without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). The Indemnified Party shall not settle any claim or demand without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed) unless the Indemnifying Party has refused to accept liability for such claim or demand or elected not to defend the Indemnified Party against such claim or demand. (c) To the extent the Indemnifying Party shall direct, control or participate in the defense or settlement of any third party claim or demand, the Indemnified Party will give the Indemnifying Party and its counsel access to, during normal business hours, the relevant business records and other documents subject to any confidentiality restrictions applicable thereto, and shall permit them to consult with the employees and counsel of the Indemnified Party at reasonable times during normal business hours. The Indemnified Party shall use its reasonable efforts to cooperate with the Indemnifying Party and its counsel in the defense of all such claims. The Indemnifying Party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. The parties involved in the defense of any matter which is the subject of indemnification under this Section 12 shall cooperate in good faith in contesting any claim or demand all such claims, which cooperation shall include the Indemnifying Party elects to contestretention and, orupon request, if appropriate and related the provision to the claim in questionrequesting person of records and information which are reasonably relevant to such claims, and in making employees available on a mutually convenient basis to provide additional information or explanation of any counterclaim against material hereunder or to testify at proceedings relating to such claims. Any actual and reasonable out-of-pocket expenses incurred by the person asserting Indemnified Party in connection with the third party claim or demand, or any cross complaint against any person but in any such case at the sole cost and expense of the Indemnifying Party. No claim may foregoing shall be settled without the consent of the Indemnifying Party, unless such settlement includes the complete release of fully reimbursed by the Indemnifying Party. (bd) In the event any that the Indemnified Party should shall have a claim against any the Indemnifying Party hereunder which does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Party shall promptly send a Claim Notice with respect to such claim or demand to the Indemnifying Party; provided, however, that the failure to promptly provide any such Claim Notice shall not affect such Indemnified Party's right to indemnification under Section 12.1, except to the extent that such failure to provide such Claim Notice promptly shall prevent or shall have prevented the Indemnifying Party from properly or effectively defending the claim or demand or from recovering reimbursement or other damages to which the Indemnifying Party or Indemnified Party would otherwise be entitled, unless the Indemnifying Party, directly or indirectly, caused such failure. If the Indemnifying Party does not notify the Indemnified Party within the Notice Period that it disputes such claimclaim or demand, the amount of such claim or demand shall be conclusively deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has disputed such claim, as provided above, such dispute shall be resolved by arbitration as provided in Section 13.11.