Common use of Notice and Payment of Claims Clause in Contracts

Notice and Payment of Claims. (a) Promptly after receipt by any Indemnified Party of notice of the commencement of any action, the assertion by any third party of any claim, or otherwise giving rise to indemnification as provided in this Article (collectively, a "Claim"), the Indemnified Party receiving such notice (the "Claim Notice") shall notify the Indemnifying Party in writing of the assertion of such Claim; provided, however, that failure to give such notice shall not affect the right to indemnification hereunder except to the extent of actual prejudice. The Indemnifying Party shall have the option, and shall notify the Indemnified Party in writing within ten (10) business days after the date of the Claim Notice of its election either (i) to participate (at its own expense) in the defense of such Claim (in which case the defense of such Claim shall be controlled by the Indemnified Party) or (ii) to take charge of and control the defense of such Claim. The Indemnifying Party's failure to respond shall not relieve the Indemnifying Party of, or its indemnification obligations under, this Section. Each Indemnified Party shall have the right to employ separate counsel and participate in the defense of such Claim, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless: (1) the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party or (2) the named parties in such Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party and representation of both parties would be inappropriate due to actual or potential conflicts of interest between them, it being understood, however, that the Indemnified Party shall not, in connection with such Claim, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) and that all such fees and expenses shall be reimbursed as they are incurred. (b) If the Indemnifying Party elects (or is deemed to have elected) not to assume the defense of a Claim in accordance with the preceding Section, then the Indemnified Party may settle such Claim without the written consent of the Indemnifying Party and the Indemnifying Party agrees to indemnify and hold the Indemnified Party harmless from and against any such Claim settled without its written consent. As to any claim settled with the Indemnifying Party's written consent, the Indemnifying Party agrees to indemnify and hold the Indemnified Party harmless from and against any such Claim by reason of such settlement, according to the obligations of the Indemnifying Party hereunder. (c) The Indemnified Party shall provide to the Indemnifying Party, as soon as practicable after the date of the Claim Notice, all information and documentation necessary to support and verify any Damages that the Indemnified Party shall have determined have given or could give rise to a Claim hereunder, and the Indemnifying Party shall be given access to all books and records in the possession or under the control of the Indemnified Party which the Indemnifying Party reasonably determines to be related to such Action. (d) All Claims under this Articles shall be paid by the Indemnifying Party on demand in immediately available funds in U.S. dollars after the liability for Damages thereunder have been finally determined. The liability for Damages under any such Claim shall be deemed to be "finally determined" for purposes of this Article when the parties to an Action have so determined by mutual agreement or, if disputed, when a final non-appealable order of a court having competent jurisdiction has been entered.

Notice and Payment of Claims. (a) Promptly after receipt by any Indemnified Party of notice of the commencement of any actionAction (“Claim Notice”), or receipt of notice, or becoming aware, of the assertion by any third party of any claim, or otherwise any other matter giving rise to indemnification as provided in this Article (collectively, a "“Claim"”), the Indemnified Party receiving such notice (the "“Claim Notice"”) shall notify the Indemnifying Party in writing of the assertion of such Claim; provided, however, that failure to give such notice shall not affect the right to indemnification hereunder except to the extent of actual prejudice. The With regard to any Claim which involves third party litigation, the Indemnifying Party shall have the option, and shall notify the Indemnified Party in writing within ten (10) business days after the date of the Claim Notice of its election either (i) to participate (at its own expense) in the defense of such Claim (in which case the defense of such Claim shall be controlled by the Indemnified Party) or (ii) to take charge of and control the defense of such Claim. The Indemnifying Party's ’s failure to respond shall not relieve the Indemnifying Party of, or of its indemnification obligations under, under this Section. Each Indemnified Party shall have the right to employ separate counsel and participate in the defense of such Claim, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless: (1) the Indemnified Party is controlling the defense of the claim; (2) the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party; (3) counsel for the Indemnified Party has advised that there is a potential conflict of interest between the parties; or (24) the named parties in such Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party and representation of both parties would be inappropriate due to actual or potential conflicts of interest between them, it being understood, however, that the Indemnified Party shall not, in connection with such Claim, have been advised by counsel that there may be liable for one or more legal defenses available to it that are different from or additional to those available to the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) and that all such fees and expenses Indemnifying Party. The Indemnified Party shall be reimbursed for all fees and expenses, provided for above, as they are incurred. (b) If the Indemnifying Party elects (or is deemed to have elected) not to assume control of the defense of a Claim in accordance with the preceding Section, then the Indemnified Party may settle such Claim without the written consent of the Indemnifying Party and the Indemnifying Party agrees to indemnify and hold the Indemnified Party harmless from and against any such Claim settled without his or its written consent. As to any claim settled with the Indemnifying Party's ’s written consentconsent (which consent shall not be unreasonably withheld or delayed), the Indemnifying Party agrees to indemnify and hold the Indemnified Party harmless from and against any such Claim by reason of such settlement, according to the obligations of the Indemnifying Party hereunder. (c) The Indemnified Party shall provide to the Indemnifying Party, as soon as practicable after the date of the Claim Notice, all information and documentation necessary to support and verify any Damages that the Indemnified Party shall have determined have given or could give rise to a Claim hereunder, and the Indemnifying Party shall be given access to all books and records in the possession or under the control of the Indemnified Party which the Indemnifying Party reasonably determines to be related to such Action. (d) All Claims under this Articles Article shall be paid by the Indemnifying Party on demand in immediately available funds in U.S. dollars after the liability for Damages thereunder have been finally determined. The liability for Damages under any such Claim shall be deemed to be "“finally determined" ” for purposes of this Article when the parties to an Action have so determined by mutual agreement or, if disputed, when a final non-appealable order of a court having competent jurisdiction has been entered.

Notice and Payment of Claims. (a) Promptly after receipt If any person entitled to a defense and/or indemnification under this Agreement (the "INDEMNIFIED PARTY") determines that it is or may be entitled to a defense or indemnification by the ILP or any Indemnified Party of notice of the commencement of any actionTransferors or their Affiliates, as the assertion by any third party of any claim, or otherwise giving rise to indemnification as provided in this Article case may be (collectively, a the "ClaimINDEMNIFYING PARTY"), under this Agreement: (i) The Indemnified Party shall deliver promptly to the Indemnifying Party a written notice and demand for a defense or indemnification, specifying the basis for the claim for defense and/or indemnification, the nature of the claim, and if known, the amount for which the Indemnified Party receiving such notice (reasonably believes it is entitled to be indemnified. Nothing in this subparagraph shall be interpreted to invalidate any claim by the "Claim Notice") shall notify the Indemnifying Indemnified Party in writing of the assertion of such Claim; providedto be entitled to indemnification, however, that failure to give such notice shall not affect the right to indemnification hereunder except to the extent the failure of the Indemnified Party to deliver such notice resulted in actual prejudice. . (ii) The Indemnifying Party shall have the option, and shall notify the Indemnified Party in writing within ten (10) business 30 days after the date from receipt of the Claim Notice of its election either notice requesting indemnification within which to either: (iA) to participate (at its own expense) in assume the defense of such Claim litigation or claim; (B) pay the claim in which case immediately available funds; (C) reserve its rights pending resolution under SECTION 7.5(D); or (D) object in accordance with CLAUSE (B) of this SECTION 7.4. This 30-day period may be extended by agreement of the defense of such Claim parties. Nothing in this subparagraph shall be controlled by interpreted to abrogate or delay a party's obligation to provide the Indemnified Party) or (ii) to take charge of and control the other with a defense of such Claim. The Indemnifying Party's failure to respond shall not relieve the Indemnifying Party of, or its indemnification obligations under, under this Section. Each Indemnified Party shall have the right to employ separate counsel and participate in the defense of such Claim, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless: (1) the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party or (2) the named parties in such Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party and representation of both parties would be inappropriate due to actual or potential conflicts of interest between them, it being understood, however, that the Indemnified Party shall not, in connection with such Claim, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) and that all such fees and expenses shall be reimbursed as they are incurredAgreement. (b) If The Indemnifying Party may object to the claim for defense and/or indemnification set forth in any notice; PROVIDED, HOWEVER, that if the Indemnifying Party elects does not give the Indemnified Party written notice setting forth its objection to such claim (or is the amount thereof) and the grounds therefor within the same 30-day period (or any extended period), the Indemnifying Party shall be deemed to have elected) not acknowledged its liability to assume provide a defense or to pay the defense amount of a Claim in accordance with the preceding Sectionsuch claim and, then subject to SECTION 8 of this Agreement, the Indemnified Party may settle exercise any and all of its rights under applicable law to collect such Claim without the written consent amount or obtain such defense. Any objection to a claim for a defense or indemnification shall be resolved in accordance with SECTION 8 of the Indemnifying Party and the Indemnifying Party agrees to indemnify and hold the Indemnified Party harmless from and against any such Claim settled without its written consent. As to any claim settled with the Indemnifying Party's written consent, the Indemnifying Party agrees to indemnify and hold the Indemnified Party harmless from and against any such Claim by reason of such settlement, according to the obligations of the Indemnifying Party hereunderthis Agreement. (c) The Indemnified Party shall provide To the extent provided in the last sentence of SECTION 7.1 of this Agreement or the last sentence of SECTION 7.2 of this Agreement, the right to a defense or indemnification under this Agreement applies only insofar as defense and indemnification are not provided for by insurance (whether through a third party or otherwise). Nevertheless, the potential availability of insurance coverage to the Indemnifying PartyTransferors, as soon as practicable after their Affiliates, or the date ILP shall not relieve the other party of the Claim Notice, all information and documentation necessary to support and verify any Damages that the Indemnified Party shall have determined have given its obligations for defense or could give rise to a Claim indemnification hereunder, and or delay either party's obligation to the Indemnifying Party shall be given access other to all books and records in the possession assume a defense or under the control of the Indemnified Party which the Indemnifying Party reasonably determines to be related to such Actionpay any sums due hereunder. (d) All Claims Payments due to be made to any Indemnified Party under this Articles SECTION 7 shall bear interest from the date on which the Indemnified Party paid any amount or actually suffered a loss in respect of Transferee Damages or Transferor Damages, as the case may be, to but excluding the date of actual payment (whether before or after judgment) at the prime rate announced by Chemical Bank for its corporate customers during such period. (e) Payments due to be made under this Agreement shall be paid free and clear of all deductions, withholdings, set-offs or counterclaims whatsoever, except as may be required by the Indemnifying Party on demand in immediately available funds in U.S. dollars after the liability for Damages thereunder have been finally determined. The liability for Damages under any such Claim shall be deemed to be "finally determined" for purposes of this Article when the parties to an Action have so determined by mutual agreement or, if disputed, when a final non-appealable order of a court having competent jurisdiction has been enteredlaw.

Notice and Payment of Claims. (a) Promptly after receipt by any Indemnified Party of notice of the commencement of any action, the assertion by any third party of any claim, or otherwise giving of any other circumstance likely to cause an Indemnified Party to incur Damages which would give rise to indemnification as provided in this Article (collectively, a "Claim"), the Indemnified Party receiving such notice (the "Claim Notice") shall notify the Indemnifying Party in writing of the assertion of such Claim; provided, however, that failure to give such notice shall not affect the right to indemnification hereunder except to the extent of actual prejudice. The Indemnifying Party shall have the option, and shall notify the Indemnified Party in writing within ten (10) business days after the date of the Claim Notice of its election either (i) to participate (at its own expense) in the defense of such Claim (in which case the defense of such Claim shall be controlled by the Indemnified Party) or (ii) to take charge of and control the defense of such Claim at its own expense. If the Indemnifying Party fails to notify the Indemnified Party of its election within the applicable response period (set forth above), then the Indemnifying Party shall be deemed to have elected not to assume the defense of such Claim. The Indemnifying Party's failure to respond shall not relieve the Indemnifying Party of, or of its indemnification obligations under, under this Section. Each Indemnified Party shall have the right to employ separate counsel and participate in the defense of such Claim, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless: (1) the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party or (2) the named parties in such Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party and representation the Indemnified Party shall have been so advised by such counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to assume the defense of both parties would be inappropriate due to actual or potential conflicts such Claim on behalf of interest between themthe Indemnified Party, it being understood, however, that the Indemnified Indemnifying Party shall not, in connection with such Claim, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) and that all such fees and expenses shall be reimbursed as they are incurred. (b) If the Indemnifying Party elects (or is deemed to have elected) not to assume the defense of a Claim in accordance with the preceding Section, then the Indemnified Party may settle such Claim without the written consent of the Indemnifying Party and the Indemnifying Party agrees to indemnify and hold the Indemnified Party harmless from and against any such Claim settled without his or its written consent. As to any claim settled with the Indemnifying Party's written consentconsent (which consent shall not be unreasonably withheld or delayed), the Indemnifying Party agrees to indemnify and hold the Indemnified Party harmless from and against any such Claim by reason of such settlement, according to the obligations of the Indemnifying Party hereunder. (c) The Indemnified Party shall provide to the Indemnifying Party, as soon as practicable after the date of the Claim Notice, all information and documentation necessary to support and verify any Damages that the Indemnified Party shall have determined have given or could give rise to a Claim hereunder, and the Indemnifying Party shall be given access to all books and records in the possession or under the control of the Indemnified Party which the Indemnifying Party reasonably determines to be related to such Action. (d) All Claims under this Articles shall be paid by the Indemnifying Party on demand in immediately available funds in U.S. dollars after the liability for Damages thereunder have been finally determined. The liability for Damages under any such Claim shall be deemed to be "finally determined" for purposes of this Article when the parties to an Action have so determined by mutual agreement or, if disputed, when a final non-appealable order of a court having competent jurisdiction has been entered.

Notice and Payment of Claims. (a) Promptly after receipt by any The Indemnified Party of notice of the commencement of any action, the assertion by any third party of any claim, or otherwise giving rise to indemnification as provided in this Article (collectively, a "Claim"), the Indemnified Party receiving such notice (the "Claim Notice") shall notify the Indemnifying Party in writing of the assertion of such Claim; provided, however, that failure to give such notice shall not affect the right to indemnification hereunder except to the extent of actual prejudice. The Indemnifying Party shall have the optionwithin 45 days after becoming aware of, and shall notify the Indemnified Party in writing within ten (10) business days after the date of the Claim Notice of its election either (i) to participate (at its own expense) in the defense of such Claim (in which case the defense of such Claim shall be controlled by the Indemnified Party) or (ii) to take charge of and control the defense of such Claim. The Indemnifying Party's failure to respond shall not relieve the Indemnifying Party of, or its indemnification obligations under, this Section. Each Indemnified Party shall have the right to employ separate counsel and participate in the defense of such Claim, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless: (1) the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party or (2) the named parties in such Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party and representation of both parties would be inappropriate due to actual or potential conflicts of interest between them, it being understood, however, that the Indemnified Party shall not, in connection with such Claim, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) and that all such fees and expenses shall be reimbursed as they are incurred. (b) If the Indemnifying Party elects (or is deemed to have elected) not to assume the defense of a Claim in accordance with the preceding Section, then the Indemnified Party may settle such Claim without the written consent of the Indemnifying Party and the Indemnifying Party agrees to indemnify and hold the Indemnified Party harmless from and against any such Claim settled without its written consent. As to any claim settled with the Indemnifying Party's written consent, the Indemnifying Party agrees to indemnify and hold the Indemnified Party harmless from and against any such Claim by reason of such settlement, according to the obligations of the Indemnifying Party hereunder. (c) The Indemnified Party shall provide to the Indemnifying Party, Party as soon as practicable after the date of the Claim Notice, thereafter all information and documentation necessary to support and verify verify, any Damages that the Indemnified Party shall have determined have given or could give rise to a Claim claim for indemnification hereunder, and the Indemnifying Party shall be given access to all books and records in the possession or under the control of the Indemnified Party which the Indemnifying Party reasonably determines to be related to such Actionclaim. (db) All Claims Subject to Section 11.4(c) hereof and the last sentence of this Section 11.4(b), any Actions for indemnification under this Articles Article XI shall be paid by the Indemnifying Party on demand in immediately available funds in U.S. dollars after such Action and the liability for Damages thereunder shall have been finally determined. The An Action and the liability for Damages under any such Claim thereunder shall be deemed to be "finally determined" for purposes of this Article XI when the parties to an such Action shall have so determined by mutual agreement or, if disputed, when a final non-non- appealable order of a court having competent jurisdiction has shall have been entered. Notwithstanding the foregoing provisions of this Section 11.4(b) to the contrary (but subject to Section 11.4(c) and (d) hereof), if the Indemnifying Party shall be AGI, the Seller, NDI or any of their respective successors or assigns, (i) the Purchaser may elect, at its option, in lieu of receiving payment under this Article XI in cash, to offset any such payment in part or in full against any payments due or payable by the Purchaser under the Purchaser's Note, and (ii) AGI may elect to satisfy any indemnification obligation not satisfied from the balance of the Indemnification Escrow Account or offset by the Purchaser against any balance due under the Purchaser's Note by delivering all or a portion of the Purchaser's Shares, all such Purchaser's Shares paid to AGI and the Seller hereunder to be valued at an aggregate of $1.8 million for purposes of this Section 11.4(b); provided, that, all such obligations of AGI, -------- ---- the Seller and their respective successors and assigns shall be satisfied first from the balance of the Indemnification Escrow Account, if any, prior to any exercise of the Purchaser's offset rights or any election by AGI to deliver the Purchaser's Shares described in this sentence. (c) Except with respect to any indemnification claims for Damages relating to Taxes, accounts receivable or arising under Sections 11.2(e) or 11.2(i) hereof (for which AGI, the Seller and NDI, jointly and severally, shall be fully liable in each case), (i) AGI, the Seller and NDI shall not be liable for Damages arising in connection with their indemnification obligations under Section 11.2 hereof until such Damages exceed $100,000 in the aggregate (in which event the liability of AGI, the Seller and NDI for such Damages shall include $50,000 of such $100,000) and (ii) the maximum liability of AGI, the Seller and NDI for such Damages shall not exceed $17,900,000 in the aggregate. (d) With respect to any indemnification claim for Damages arising under Section 11.2(e) hereof, the Purchaser or other Indemnified Party shall proceed first against any balance remaining in the Indemnification Escrow Account, then against any amount payable under the terms of the Letter of Credit, then (at Purchaser's election) by offsetting amounts payable under the terms of the Purchaser's Note (or by proceeding against any additional letter of credit provided by AGI or the Seller pursuant to the terms of the Purchaser's Note), and then in the manner otherwise provided in Section 11.4(b) hereof.

Notice and Payment of Claims. (a) Promptly after receipt by any Indemnified Party of notice of the commencement of any action, the assertion by any third party of any claim, or any other matter otherwise giving rise to indemnification as provided in this Article XII (collectively, a "Claim"), the Indemnified Party receiving such notice (the "Claim Notice") shall notify the Indemnifying Party in writing of the assertion of such Claim; provided, however, that failure to give such notice shall not affect the right to indemnification hereunder except to the extent of actual prejudicethe Indemnifying Party can demonstrate it has been actually prejudiced by such failure. The Indemnifying Party shall have the option, and shall notify the Indemnified Party in writing within ten (10) business days Business Days after the date of the Claim Notice of its election election, either (i) to participate (at its own expense) in the defense of such Claim (in which case the defense of such Claim shall be controlled by the Indemnified Party) or (ii) to take charge of and control the defense of such Claim. The Indemnifying Party's failure to respond shall not relieve the Indemnifying Party of, or its indemnification obligations under, this SectionSection 12.3. Each If the Indemnifying Party assumes the defense, each Indemnified Party shall have the right to employ separate counsel and participate in the defense of such Claim, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless: (1) the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party or (2) the named parties in such Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party and representation of both parties would be inappropriate due to actual or potential conflicts of interest between them, it being understood, however, that the Indemnified Party shall not, in connection with such Claim, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) and that all such fees and expenses shall be reimbursed as they are incurred. (b) If the Indemnifying Party elects (or is deemed to have elected) not to assume the defense of a Claim in accordance with the preceding Section, then the Indemnified Party may defend and settle such Claim without the written consent of the Indemnifying Party and the Indemnifying Party agrees to indemnify and hold the Indemnified Party harmless from and against any such Claim settled without its written consent. As to any claim settled with the Indemnifying Party's written consent, the Indemnifying Party agrees to indemnify and hold the Indemnified Party harmless from and against any such Claim by reason of such settlement, according to the obligations of the Indemnifying Party hereunder. (c) The Indemnified Party shall provide to the Indemnifying Party, as soon as practicable after the date of the Claim Notice, all information and documentation necessary to support and verify any Damages that the Indemnified Party shall have determined have given or could give rise to a Claim hereunder, and the Indemnifying Party shall be given access to all books and records in the possession or under the control of the Indemnified Party which the Indemnifying Party reasonably determines to be related to such Action. (d) All Claims under this Articles Article XII shall be paid by the Indemnifying Party on demand in immediately available funds in U.S. dollars after the liability Liability for Damages thereunder have been finally determined. The liability Liability for Damages under any such Claim shall be deemed to be "finally determined" for purposes of this Article XII when the parties to an Action have so determined by mutual agreement or, if disputed, when a final non-appealable order of a court having competent jurisdiction has been entered.

Notice and Payment of Claims. (a) Promptly after receipt by any Indemnified Party of notice of the commencement of any actionAction, the assertion by any third party of any claim, or otherwise giving rise to indemnification as provided in this Article (collectively, a "Claim"), the Indemnified Party receiving such notice (the "Claim Notice") shall notify the Indemnifying Party in writing of the assertion of such Claim; provided, however, that failure to give such notice shall not affect the right to indemnification hereunder except to the extent of actual prejudice. The Indemnifying Party shall have the option, and shall notify the Indemnified Party in writing within ten (10) business days after the date of the Claim Notice of its election either (i) to participate (at its own expense) in the defense of such Claim (in which case the defense of such Claim shall be controlled by the Indemnified Party) or (ii) to take charge of and control the defense of such Claim. The Indemnifying Party's failure to respond shall not relieve the Indemnifying Party of, or of its indemnification obligations under, under this Section. Each Indemnified Party shall have the right to employ separate counsel and participate in the defense of such Claim, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless: (1) the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party or (2) the named parties in such Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party and representation the Indemnified Party shall have been so advised by such counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to assume the defense of both parties would be inappropriate due to actual or potential conflicts such Claim on behalf of interest between themthe Indemnified Party, it being understood, however, that the Indemnified Party shall not, in connection with such Claim, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) and that all such fees and expenses shall be reimbursed as they are incurred). (b) If the Indemnifying Party elects (or is deemed to have elected) not to assume the defense of a Claim in accordance with the preceding Section, then the Indemnified Party may settle such Claim without the written consent of of, but shall provide notice to, the Indemnifying Party and the Indemnifying Party agrees to indemnify and hold the Indemnified Party harmless from and against any such Claim settled without his or its written consent. As to any claim settled with the Indemnifying Party's written consentconsent (which consent shall not be unreasonably withheld or delayed), the Indemnifying Party agrees to indemnify and hold the Indemnified Party harmless from and against any such Claim by reason of such settlement, according to the obligations of the Indemnifying Party hereunder. (c) The Indemnified Party shall provide to the Indemnifying Party, as soon as practicable after the date of the Claim Notice, all information and documentation necessary to support and verify any Damages that the Indemnified Party shall have determined have given or could give rise to a Claim hereunder, and the Indemnifying Party shall be given access to all books and records in the possession or under the control of the Indemnified Party which the Indemnifying Party reasonably determines to be related to such Action. (d) All Claims under this Articles Article shall be paid by the Indemnifying Party on demand in immediately available funds in U.S. dollars after the liability for Damages thereunder have been finally determined. The liability for Damages under any such Claim shall be deemed to be "finally determined" for purposes of this Article when the parties to an Action have so determined by mutual agreement or, if disputed, when a final non-non- appealable order of a court having competent jurisdiction has been entered. The availability of escrowed funds to satisfy indemnification claims arising under this Agreement shall not be construed as, and shall not be, a limitation on any Indemnifying Party's indemnification obligations as set forth herein.

Notice and Payment of Claims. (ai) Promptly after receipt If any person entitled to a defense and/or indemnification under this Agreement (the "INDEMNIFIED PARTY") determines that it is or may be entitled to a defense or indemnification by any Indemnified Party of notice of Logix or Xxxxxx, as the commencement of any action, case may be (the assertion by any third party of any claim, or otherwise giving rise to indemnification as provided in this Article (collectively, a "ClaimINDEMNIFYING PARTY"), under this Agreement: (1) The Indemnified Party shall deliver promptly to the Indemnifying Party a written notice and demand for a defense or indemnification, specifying the basis for the claim or defense and/or indemnification, the nature of the claim, and if known, the amount for which the Indemnified Party receiving such notice (reasonably believes it is entitled to be indemnified. Nothing in this subparagraph shall be interpreted to invalidate any claim by the "Claim Notice") shall notify Indemnified Party to be entitled to indemnification, unless the Indemnifying Party in writing can show that the failure of the assertion of such Claim; provided, however, that failure Indemnified Party to give deliver such notice shall not affect the right to indemnification hereunder except to the extent of actual prejudice. was intentional. (2) The Indemnifying Party shall have the option, and shall notify the Indemnified Party in writing within ten (10) business 30 days after the date from receipt of the Claim Notice of its election either notice requesting indemnification within which to either: (iA) to participate (at its own expense) in assume the defense of such Claim litigation or claim; (B) pay the claim in which case immediately available funds; (C) reserve its rights pending negotiations under Section 3(f)(iv); or (D) object in accordance with Section 3(e)(ii). This 30-day period may be extended by agreement of the defense of such Claim parties. Nothing in this subparagraph shall be controlled by interpreted to abrogate or delay a party's obligation to provide the Indemnified Party) or other with a defense under this Agreement. (ii) to take charge of and control the defense of such Claim. The Indemnifying Party's failure Party may object to respond shall not relieve the claim for defense and/or indemnification set forth in any notice; PROVIDED, HOWEVER, that if the Indemnifying Party of, or its indemnification obligations under, this Section. Each Indemnified Party shall have the right to employ separate counsel and participate in the defense of such Claim, but the fees and expenses of such counsel shall be at the expense of does not give the Indemnified Party unless: written notice setting forth its objection to such claim (1or the amount thereof) the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party or (2) the named parties in such Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party and representation of both parties would be inappropriate due to actual or potential conflicts of interest between them, it being understood, however, that grounds therefor within the Indemnified Party shall not, in connection with such Claim, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) and that all such fees and expenses shall be reimbursed as they are incurred. (b) If the Indemnifying Party elects same 30-day period (or is deemed any extended period) referred to have electedin Section 3(e)(i) not to assume the defense of a Claim in accordance with the preceding Sectionabove, then the Indemnified Party may settle such Claim without the written consent of the Indemnifying Party and the Indemnifying Party agrees to indemnify and hold the Indemnified Party harmless from and against any such Claim settled without its written consent. As to any claim settled with the Indemnifying Party's written consent, the Indemnifying Party agrees to indemnify and hold the Indemnified Party harmless from and against any such Claim by reason of such settlement, according to the obligations of the Indemnifying Party hereunder. (c) The Indemnified Party shall provide to the Indemnifying Party, as soon as practicable after the date of the Claim Notice, all information and documentation necessary to support and verify any Damages that the Indemnified Party shall have determined have given or could give rise to a Claim hereunder, and the Indemnifying Party shall be given access deemed to have acknowledged its liability to provide a defense or for the amount of such claim and the Indemnified Party may exercise any and all books of its rights under applicable law to collect such amount or obtain such defense. Any objection to a claim for a defense or indemnification shall be resolved in accordance with Section 3(h)(viii). (iii) The right to a defense or indemnification under this Agreement applies only insofar as defense and records indemnification are not provided for by insurance from any third party insurance policy (and are non-reimbursable by the Indemnified Party or any of its affiliates or subsidiaries or affiliates of such subsidiaries under any self-insurance policy). Nevertheless, the potential availability of insurance coverage to Xxxxxx or Logix shall not relieve the other party of its obligations for defense or indemnification hereunder, or delay either party's obligation to the other to assume a defense or pay any sums due hereunder. (iv) Payments due to be made under this Agreement shall carry interest from the date on which the Indemnified Party became entitled to indemnification until the date of actual payment (whether before or after judgment) at the prime rate charged by Chase Manhattan Bank, N. A. to its corporate customers in effect during such period. (v) Payments due to be made under this Agreement shall be free and clear of all deductions, withholdings, set-offs or counterclaims whatsoever, except as may be required by law. If any deductions or withholdings are required by law the Indemnifying Party shall be obliged to pay such sum as will, after such deduction, withholding, set-off or counterclaim has been made, leave the Indemnified Party with the same amount as it would have been entitled to receive in the possession absence of any such requirement to make a deduction or withholding. (vi) Payments due to be made under this Agreement shall be reduced by the control amount by which any taxes for which the Indemnified Party would have been accountable or liable to be assessed are either (i) actually reduced prior to payment falling due hereunder or (ii) likely to be reduced subsequent to payment falling due hereunder in the reasonable opinion of the Indemnified Party acting in good faith in the light of the circumstances prevailing at the time of delivery of written notice in accordance with Section 3(e)(i). The reductions of any payments to be made in accordance with this Section 3(e)(vi) for tax benefits which will likely be recognized within one year after the date on which the Indemnifying Indemnified Party reasonably determines receives indemnification under this Agreement shall be made without regard to the time value of money. The reduction of any payments to be related made in accordance with this Section 3(e)(vi) for tax benefits which will not likely be recognized within one year after the date on which the Indemnified Party receives indemnification under this Agreement shall take into account the time value of money from the time the applicable payment is received until the date of such tax benefits are likely to such Actionbe recognized, using as the discount rate the prime rate charged by Chase Manhattan Bank, N. A. to its corporate customers at the time the payment is received. (dvii) All Claims under The parties to this Articles shall be paid by Agreement may enter into agreements or other arrangements providing for the Indemnifying Party on demand in immediately available funds in U.S. dollars after the liability for Damages thereunder have been finally determined. The liability for Damages under any such Claim shall be deemed set-off of payments due to be "finally determined" for purposes made by way of this Article when the parties indemnification to an Action have so determined by mutual agreement or, if disputed, when a final non-appealable order of a court having competent jurisdiction has been enteredboth Xxxxxx and Logix.

Notice and Payment of Claims. (a) Promptly after receipt by Whenever any Indemnified Party of notice of the commencement of any actionclaim shall arise for indemnification hereunder, the assertion by any third party of any claim, or otherwise giving rise entitled to indemnification as provided in under this Article (collectively, a "Claim"), the Indemnified Party receiving such notice VI (the "Claim NoticeINDEMNIFIED PARTY") shall notify the Indemnifying Party party liable for such indemnification including, in writing the case of Rostone after the assertion Effective Time, the Stockholders (the "INDEMNIFYING PARTY") within a reasonable period of such Claim; provided, however, that failure to give such notice shall not affect the right to indemnification hereunder except to the extent of actual prejudice. The Indemnifying Party shall have the optiontime after becoming aware of, and shall notify the Indemnified Party in writing within ten (10) business days after the date of the Claim Notice of its election either (i) to participate (at its own expense) in the defense of such Claim (in which case the defense of such Claim shall be controlled by the Indemnified Party) or (ii) to take charge of and control the defense of such Claim. The Indemnifying Party's failure to respond shall not relieve the Indemnifying Party of, or its indemnification obligations under, this Section. Each Indemnified Party shall have the right to employ separate counsel and participate in the defense of such Claim, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless: (1) the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party or (2) the named parties in such Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party and representation of both parties would be inappropriate due to actual or potential conflicts of interest between them, it being understood, however, that the Indemnified Party shall not, in connection with such Claim, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) and that all such fees and expenses shall be reimbursed as they are incurred. (b) If the Indemnifying Party elects (or is deemed to have elected) not to assume the defense of a Claim in accordance with the preceding Section, then the Indemnified Party may settle such Claim without the written consent of the Indemnifying Party and the Indemnifying Party agrees to indemnify and hold the Indemnified Party harmless from and against any such Claim settled without its written consent. As to any claim settled with the Indemnifying Party's written consent, the Indemnifying Party agrees to indemnify and hold the Indemnified Party harmless from and against any such Claim by reason of such settlement, according to the obligations of the Indemnifying Party hereunder. (c) The Indemnified Party shall provide to the Indemnifying Party, Party as soon as practicable after the date of the Claim Notice, thereafter all information and documentation necessary to support and verify verify, any Damages that the Indemnified Party shall have determined have given or could reasonably be expected to give rise to a Claim claim for indemnification hereunder, and the Indemnifying Party shall be given access to all books and records in the possession or under the control of the Indemnified Party which the Indemnifying Party reasonably determines to be related to such Actionclaim; provided, that, the --------- ----- failure or delay in so notifying the Indemnifying Party shall not relieve the Indemnifying Party of its obligations to indemnify pursuant to the terms of this Agreement. (db) All Claims Subject to Section 6.4(c) hereof, all claims for indemnity under this Articles Article VI shall be paid by the Indemnifying Party on demand in immediately available funds in U.S. dollars after such claim and the liability for Damages thereunder have been finally determined. The liability for Damages under any such Claim shall be deemed to be finally determined. A claim for indemnification and the liability for Damages thereunder shall be deemed "finally determined" for purposes of this Article VI when the parties to an Action have so determined by mutual agreement or, if disputed, when a final non-appealable order of a court having of competent jurisdiction has been entered. (c) Notwithstanding any other term or provision of this Agreement to the contrary, (i) Rostone shall not be liable for Damages arising in connection with its indemnification obligations under Section 6.2(a) hereof until such Damages shall exceed $100,000 in the aggregate (and then only to the extent of such excess), and (ii) Rostone's maximum cumulative liability for indemnification hereunder shall not exceed the amount equal to the sum of the Merger Consideration and the Preferred Consideration payable hereunder and the Purchaser's sole recourse against Rostone (but not against CGII as set forth in the attached "Guaranty and Subordination") for indemnification under this Agreement shall be by offset against any Merger Consideration and Preferred Consideration that has not yet been paid to the Stockholders pursuant to the terms of this Agreement. Rostone, on behalf of itself and the Stockholders, hereby authorizes the Purchaser to make any such offsets to which it is entitled hereunder.

Notice and Payment of Claims. (a) Promptly after receipt by any Indemnified Party of notice of the commencement of any action, the assertion by any third party of any claim, or any other matter otherwise giving rise to indemnification as provided in this Article XII (collectively, a "Claim"), the Indemnified Party receiving such notice (the "Claim Notice") shall notify the Indemnifying Party in writing of the assertion of such Claim; provided, however, that failure to give such notice shall not affect the right to indemnification hereunder except to the extent of actual prejudicethe Indemnifying Party can demonstrate it has been actually prejudiced by such failure. The Indemnifying Party shall have the option, and shall notify the Indemnified Party in writing within ten (10) business days Business Days after the date of the Claim Notice of its election election, either (i) to participate (at its own expense) in the defense of such Claim (in which case the defense of such Claim shall be controlled by the Indemnified Party) or (ii) to take charge of and control the defense of such Claim. The Indemnifying Party's failure to respond shall not relieve the Indemnifying Party of, or its indemnification obligations under, this SectionSection 12.3. Each If the Indemnifying Party assumes the defense, each Indemnified Party shall have the right to employ separate counsel and participate in the defense of such Claim, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless: (1) the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party or (2) the named parties in such Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party and representation of both parties would be inappropriate due to actual or potential conflicts of interest between them, it being understood, however, that the Indemnified Party shall not, in connection with such Claim, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) and that all such fees and expenses shall be reimbursed as they are incurred. (b) If the Indemnifying Party elects (or is deemed to have elected) not to assume the defense of a Claim in accordance with the preceding Section, then the Indemnified Party may defend and settle such Claim without the written consent of the Indemnifying Party and the Indemnifying Party agrees to indemnify and hold the Indemnified Party harmless from and against any such Claim settled without its written consent. As to any claim settled with the Indemnifying Party's written consent, the Indemnifying Party agrees to indemnify and hold the Indemnified Party harmless from and against any such Claim by reason of such settlement, according to the obligations of the Indemnifying Party hereunder. (c) The Indemnified Party shall provide to the Indemnifying Party, as soon as practicable after the date of the Claim Notice, all information and documentation necessary to support and verify any Damages that the Indemnified Party shall have determined have given or could give rise to a Claim hereunder, and the Indemnifying Party shall be given access to all books and records in the possession or under the control of the Indemnified Party which the Indemnifying Party reasonably determines to be related to such Action. (d) All Claims under this Articles Article XII shall be paid by the Indemnifying Party on demand in immediately available funds in U.S. dollars after the liability Liability for Damages thereunder have been finally determined. The liability Liability for Damages under any such Claim shall be deemed to be "finally determined" for purposes of this Article XII when the parties to an Action have so determined by mutual agreement or, if disputed, when a final non-appealable order of a court having competent jurisdiction has been entered. ****************************** ************************************************************************** ******************************************************************************* ************************************************************ ************************************************************************* ***************************************************************************** ******************* ******************************************************************** ******************************************************************************* *************************** *Selected portions have been deleted as confidential pursuant to Rule 24b-2. Complete copies of the entire exhibit have been filed separately with the Securities and Exchange Commission and marked "CONFIDENTIAL TREATMENT." ******************************************************************************* ***************************************************************************** ***************************************************************************** ****************************************************************************** **********************************************************************

Notice and Payment of Claims. (a) Promptly after receipt by Any Purchaser Group Member or Seller Group Member seeking indemnification hereunder (an “Indemnitee”) for any Indemnified matter (whether or not involving a Third-Party of notice Claim) shall, prior to the end of the commencement survival period of any actionthe applicable representation, warranty, covenant or obligation, as provided in the assertion by any third first sentence of Section 9.1(a), give to the party of any claim, or otherwise parties obligated to provide indemnification to such Indemnitee (an “Indemnitor”) a notice (“Claim Notice”) describing in reasonable detail the facts giving rise to any claim for indemnification as provided hereunder and shall include in this Article such Claim Notice (collectively, a "Claim"), if then known) the Indemnified Party receiving such notice (amount or the "Claim Notice") shall notify the Indemnifying Party in writing method of computation of the assertion amount of such Claimclaim, and a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based. Any Claim Notice shall be given by the Indemnitee to the Indemnitor promptly after the Indemnitee becomes aware of the claim; provided, however, that that, so long as such notice is delivered prior to the end of the survival period for the applicable representation, warranty, covenant or obligation, as provided in the first sentence of Section 9.1(a), the Indemnitee shall not be foreclosed from seeking indemnification pursuant to this Article IX by any failure to give such provide timely notice shall not affect of the right existence of an claim to indemnification hereunder the Indemnitor except and only to the extent of actual prejudice. The Indemnifying Party shall have that the option, and shall notify the Indemnified Party in writing within ten (10) business days after the date of the Claim Notice of its election either (i) to participate (at its own expense) in the defense Indemnitor has been materially damaged or prejudiced as a result of such Claim (in which case the defense of such Claim shall be controlled by the Indemnified Party) or (ii) to take charge of and control the defense of such Claim. The Indemnifying Party's failure to respond shall not relieve the Indemnifying Party of, or its indemnification obligations under, this Section. Each Indemnified Party shall have the right to employ separate counsel and participate in the defense of such Claim, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless: (1) the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party or (2) the named parties in such Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party and representation of both parties would be inappropriate due to actual or potential conflicts of interest between them, it being understood, however, that the Indemnified Party shall not, in connection with such Claim, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) and that all such fees and expenses shall be reimbursed as they are incurreddelay. (b) If the Indemnifying Party elects (or is deemed to have elected) not to assume the defense of a Claim in accordance with the preceding Section, then the Indemnified Party may settle such Claim without the written consent of the Indemnifying Party and the Indemnifying Party agrees to indemnify and hold the Indemnified Party harmless from and against any such Claim settled without its written consent. As With respect to any claim settled with the Indemnifying Party's written consentfor indemnification for any matter (whether or not involving a Third-Party Claim), the Indemnifying Party agrees to indemnify and hold Indemnitor shall, upon the Indemnified Party harmless from and against presentation of invoices or other documentation evidencing any indemnifiable amounts, promptly reimburse the Indemnitee for all Damages reflected therein in connection with any such Claim by reason of such settlement, according to the obligations of the Indemnifying Party hereunderclaim. (c) The Indemnified Party shall provide to the Indemnifying Party, as soon as practicable after the date of the Claim Notice, all information and documentation necessary to support and verify any Damages that the Indemnified Party shall have determined have given or could give rise to a Claim hereunder, and the Indemnifying Party shall be given access to all books and records in the possession or under the control of the Indemnified Party which the Indemnifying Party reasonably determines to be related to such Action. (d) All Claims under this Articles shall be paid by the Indemnifying Party on demand in immediately available funds in U.S. dollars after the liability for Damages thereunder have been finally determined. The liability for Damages under any such Claim shall be deemed to be "finally determined" for purposes of this Article when the parties to an Action have so determined by mutual agreement or, if disputed, when a final non-appealable order of a court having competent jurisdiction has been entered.

Notice and Payment of Claims. (a) Promptly after receipt by any A Buyer Indemnified Party or a Timeline Indemnified Party seeking to avail itself of the provisions of this Section 8 (an “Indemnified Party”) shall provide notice of any claim for indemnification hereunder setting forth in reasonable detail the commencement of any actionbasis for such claim to Timeline or the Buyer, as applicable (the assertion by any third party of any claim, or otherwise giving rise to indemnification as provided in this Article (collectively, a "Claim"“Indemnifying Party”), the Indemnified Party receiving such notice (the "Claim Notice") shall notify the Indemnifying Party in writing of the assertion of such Claim; provided, however, that failure to give such notice shall not affect the right to indemnification hereunder except to the extent of actual prejudice. The Indemnifying Party shall have the optionpromptly after becoming aware of, and shall notify the Indemnified Party in writing within ten (10) business days after the date of the Claim Notice of its election either (i) to participate (at its own expense) in the defense of such Claim (in which case the defense of such Claim shall be controlled by the Indemnified Party) or (ii) to take charge of and control the defense of such Claim. The Indemnifying Party's failure to respond shall not relieve the Indemnifying Party of, or its indemnification obligations under, this Section. Each Indemnified Party shall have the right to employ separate counsel and participate in the defense of such Claim, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless: (1) the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party or (2) the named parties in such Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party and representation of both parties would be inappropriate due to actual or potential conflicts of interest between them, it being understood, however, that the Indemnified Party shall not, in connection with such Claim, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) and that all such fees and expenses shall be reimbursed as they are incurred. (b) If the Indemnifying Party elects (or is deemed to have elected) not to assume the defense of a Claim in accordance with the preceding Section, then the Indemnified Party may settle such Claim without the written consent of the Indemnifying Party and the Indemnifying Party agrees to indemnify and hold the Indemnified Party harmless from and against any such Claim settled without its written consent. As to any claim settled with the Indemnifying Party's written consent, the Indemnifying Party agrees to indemnify and hold the Indemnified Party harmless from and against any such Claim by reason of such settlement, according to the obligations of the Indemnifying Party hereunder. (c) The Indemnified Party shall provide to the Indemnifying Party, Party as soon as practicable after the date of the Claim Notice, thereafter all information and documentation necessary to support and verify verify, any Damages that the Indemnified Party shall have determined have given rise to, or could reasonably be expected to give rise to, a claim for indemnification hereunder; provided, however, that the right of the Indemnified Party to a Claim hereunder, and indemnification shall be reduced in the event of its failure to give timely notice only to the extent the Indemnifying Party is prejudiced thereby. The Indemnifying Party shall be given reasonable access to all books and records in the possession or under the control of the Indemnified Party which the Indemnifying Party reasonably determines to be related to such Action. (d) All Claims under this Articles shall be paid claim. The Indemnified Party will reasonably cooperate with the Indemnifying Party in its investigation and response to any third party claim. With respect to any third-party claim, the Indemnifying Party may assume the defense thereof with counsel of its choosing, upon the delivery to the Indemnified Party of written notice of its election so to do. After notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of any third-party proceeding and retention of counsel by the Indemnifying Party, the Indemnifying Party on demand will not be liable to the Indemnified Party for any fees or disbursements of legal counsel subsequently incurred by the Indemnified Party in immediately available funds in U.S. dollars after the liability for Damages thereunder have been finally determinedconnection therewith. The liability for Damages under Indemnified Party shall have the right to employ its own counsel in any such Claim third-party proceeding, but all expenses related thereto incurred after notice from the Indemnifying Party of its assumption of the defense shall be deemed at the Indemnified Party’s sole expense. The Indemnified Party shall not consent to the entry of any judgment or enter into any settlement with respect to a third party claim without the prior written consent of the Indemnifying Party, which consent shall not be "finally determined" for purposes unreasonably withheld or delayed. The Indemnifying Party may consent to a settlement or other disposition of this Article when all or any part of any third-party claim which the parties to an Action have so determined by mutual agreement orIndemnifying Party is defending without first obtaining the written consent of the Indemnified Party, if disputed, when a final non-appealable order of a court having competent jurisdiction has been enteredprovided that such settlement or other disposition would not impose any penalty or limitation on the Indemnified Party.

Notice and Payment of Claims. (ai) Promptly after receipt If any person entitled to a defense and/or indemnification under this Agreement (the "INDEMNIFIED PARTY") determines that it is or may be entitled to a defense or indemnification by any Indemnified Party of notice of Logix or Xxxxxx, as the commencement of any action, case may be (the assertion by any third party of any claim, or otherwise giving rise to indemnification as provided in this Article (collectively, a "ClaimINDEMNIFYING PARTY"), under this Agreement: (1) The Indemnified Party shall deliver promptly to the Indemnifying Party a written notice and demand for a defense or indemnification, specifying the basis for the claim or defense and/or indemnification, the nature of the claim, and if known, the amount for which the Indemnified Party receiving such notice (reasonably believes it is entitled to be indemnified. Nothing in this subparagraph shall be interpreted to invalidate any claim by the "Claim Notice") shall notify Indemnified Party to be entitled to indemnification, unless the Indemnifying Party in writing can show that the failure of the assertion of such Claim; provided, however, that failure Indemnified Party to give deliver such notice shall not affect the right to indemnification hereunder except to the extent of actual prejudice. was intentional. (2) The Indemnifying Party shall have the option, and shall notify the Indemnified Party in writing within ten (10) business 30 days after the date from receipt of the Claim Notice of its election either notice requesting indemnification within which to either: (iA) to participate (at its own expense) in assume the defense of such Claim litigation or claim; (B) pay the claim in which case immediately available funds; (C) reserve its rights pending negotiations under Section 3(f)(iv); or (D) object in accordance with Section 3(e)(ii). This 30-day period may be extended by agreement of the defense of such Claim parties. Nothing in this subparagraph shall be controlled by interpreted to abrogate or delay a party's obligation to provide the Indemnified Party) or other with a defense under this Agreement. (ii) to take charge of and control the defense of such Claim. The Indemnifying Party's failure Party may object to respond shall not relieve the claim for defense and/or indemnification set forth in any notice; PROVIDED, HOWEVER, that if the Indemnifying Party of, or its indemnification obligations under, this Section. Each Indemnified Party shall have the right to employ separate counsel and participate in the defense of such Claim, but the fees and expenses of such counsel shall be at the expense of does not give the Indemnified Party unless: written notice setting forth its objection to such claim (1or the amount thereof) the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party or (2) the named parties in such Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party and representation of both parties would be inappropriate due to actual or potential conflicts of interest between them, it being understood, however, that grounds therefor within the Indemnified Party shall not, in connection with such Claim, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) and that all such fees and expenses shall be reimbursed as they are incurred. (b) If the Indemnifying Party elects same 30-day period (or is deemed any extended period) referred to have electedin Section 3(e)(i) not to assume the defense of a Claim in accordance with the preceding Sectionabove, then the Indemnified Party may settle such Claim without the written consent of the Indemnifying Party and the Indemnifying Party agrees to indemnify and hold the Indemnified Party harmless from and against any such Claim settled without its written consent. As to any claim settled with the Indemnifying Party's written consent, the Indemnifying Party agrees to indemnify and hold the Indemnified Party harmless from and against any such Claim by reason of such settlement, according to the obligations of the Indemnifying Party hereunder. (c) The Indemnified Party shall provide to the Indemnifying Party, as soon as practicable after the date of the Claim Notice, all information and documentation necessary to support and verify any Damages that the Indemnified Party shall have determined have given or could give rise to a Claim hereunder, and the Indemnifying Party shall be given access deemed to have acknowledged its liability to provide a defense or for the amount of such claim and the Indemnified Party may exercise any and all books of its rights under applicable law to collect such amount or obtain such defense. Any objection to a claim for a defense or indemnification shall be resolved in accordance with Section 3(h)(viii). (iii) The right to a defense or indemnification under this Agreement applies only insofar as defense and records indemnification are not provided for by insurance from any third party insurance policy (and are non-reimbursable by the Indemnified Party or any of its affiliates or subsidiaries or affiliates of such subsidiaries under any self-insurance policy). Nevertheless, the potential availability of insurance coverage to Xxxxxx or Logix shall not relieve the other party of its obligations for defense or indemnification hereunder, or delay either party's obligation to the other to assume a defense or pay any sums due hereunder. (iv) Payments due to be made under this Agreement shall carry interest from the date on which the Indemnified Party became entitled to indemnification until the date of actual payment (whether before or after judgment) at the prime rate charged by Chase Manhattan Bank, N. A. to its corporate customers in effect during such period. (v) Payments due to be made under this Agreement shall be free and clear of all deductions, withholdings, set-offs or counterclaims whatsoever, except as may be required by law. If any deductions or withholdings are required by law the Indemnifying Party shall be obliged to pay such sum as will, after such deduction, withholding, set-off or counterclaim has been made, leave the Indemnified Party with the same amount as it would have been entitled to receive in the possession absence of any such requirement to make a deduction or withholding. (vi) Payments due to be made under this Agreement shall be reduced by the control amount by which any taxes for which the Indemnified Party would have been accountable or liable to be assessed are either (i) actually reduced prior to payment falling due hereunder or (ii) likely to be reduced subsequent to payment falling due hereunder in the reasonable opinion of the Indemnified Party acting in good faith in the light of the circumstances prevailing at the time of delivery of written notice in accordance with Section 3(e)(i). The reductions of any payments to be made in accordance with this Section 3(e)(vi) for tax benefits which will likely be recognized within one year after the date on which the Indemnifying Indemnified Party reasonably determines receives indemnification under this Agreement shall be made without regard to the time value of money. The reduction of any payments to be related made in accordance with this Section 3(e)(vi) for tax benefits which will not likely be recognized within one year after the date on which the A. to such Actionits corporate customers at the time the payment is received. (dvii) All Claims under The parties to this Articles shall be paid by Agreement may enter into agreements or other arrangements providing for the Indemnifying Party on demand in immediately available funds in U.S. dollars after the liability for Damages thereunder have been finally determined. The liability for Damages under any such Claim shall be deemed set-off of payments due to be "finally determined" for purposes made by way of this Article when the parties indemnification to an Action have so determined by mutual agreement or, if disputed, when a final non-appealable order of a court having competent jurisdiction has been enteredboth Xxxxxx and Logix.

Notice and Payment of Claims. (a) Promptly after receipt If any person entitled to a defense and/or indemnification under this Agreement (the "INDEMNIFIED PARTY") determines that it is or may be entitled to a defense or indemnification by the Purchaser or any Indemnified Party of notice of the commencement of any actionSeller or its Parents, as the assertion by any third party of any claim, or otherwise giving rise to indemnification as provided in this Article case may be (collectively, a the "ClaimINDEMNIFYING Party"), under this Agreement: (i) The Indemnified Party shall deliver promptly to the Indemnifying Party a written notice and demand for a defense or indemnification, specifying the basis for the claim for defense and/or indemnification, the nature of the claim, and if known, the amount for which the Indemnified Party receiving such notice (reasonably believes it is entitled to be indemnified. Nothing in this subparagraph shall be interpreted to invalidate any claim by the "Claim Notice") shall notify the Indemnifying Indemnified Party in writing of the assertion of such Claim; providedto be entitled to indemnification, however, that failure to give such notice shall not affect the right to indemnification hereunder except to the extent the failure of the Indemnified Party to deliver such notice resulted in actual prejudice. . (ii) The Indemnifying Party shall have the option, and shall notify the Indemnified Party in writing within ten (10) business 30 days after the date from receipt of the Claim Notice of its election either notice requesting indemnification within which to either: (iA) to participate (at its own expense) in assume the defense of such Claim litigation or claim; (B) pay the claim in which case immediately available funds; (C) reserve its rights pending resolution under SECTION 9.5(d); or (D) object in accordance with CLAUSE (b) of this SECTION 9.4. This 30-day period may be extended by agreement of the defense of such Claim Parties. Nothing in this subparagraph shall be controlled by the Indemnified Party) interpreted to abrogate or (ii) to take charge of and control the defense of such Claim. The Indemnifying delay a Party's failure obligation to respond shall not relieve provide the Indemnifying Party of, or its indemnification obligations under, other with a defense under this Section. Each Indemnified Party shall have the right to employ separate counsel and participate in the defense of such Claim, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless: (1) the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party or (2) the named parties in such Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party and representation of both parties would be inappropriate due to actual or potential conflicts of interest between them, it being understood, however, that the Indemnified Party shall not, in connection with such Claim, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) and that all such fees and expenses shall be reimbursed as they are incurredAgreement. (b) If The Indemnifying Party may object to the claim for defense and/or indemnification set forth in any notice; PROVIDED, HOWEVER, that if the Indemnifying Party elects does not give the Indemnified Party written notice setting forth its objection to such claim (or is the amount thereof) and the grounds therefor within the same 30-day period (or any extended period), the Indemnifying Party shall be deemed to have elected) not acknowledged its liability to assume provide a defense or to pay the defense amount of a Claim in accordance with the preceding Sectionsuch claim and, then subject to SECTION 10 of this Agreement, the Indemnified Party may settle exercise any and all of its rights under applicable law to collect such Claim without the written consent amount or obtain such defense. Any objection to a claim for a defense or indemnification shall be resolved in accordance with SECTION 10 of the Indemnifying Party and the Indemnifying Party agrees to indemnify and hold the Indemnified Party harmless from and against any such Claim settled without its written consent. As to any claim settled with the Indemnifying Party's written consent, the Indemnifying Party agrees to indemnify and hold the Indemnified Party harmless from and against any such Claim by reason of such settlement, according to the obligations of the Indemnifying Party hereunderthis Agreement. (c) The Indemnified Party shall provide To the extent provided in the last sentence of SECTION 9.1 of this Agreement or the last sentence of SECTION 9.2 of this Agreement, the right to a defense or indemnification under this Agreement applies only insofar as defense and indemnification are not provided for by insurance (whether through a third party or otherwise). Nevertheless, the potential availability of insurance coverage to the Indemnifying PartySeller, as soon as practicable after its Parents, or the date Purchaser shall not relieve the other party of the Claim Notice, all information and documentation necessary to support and verify any Damages that the Indemnified Party shall have determined have given its obligations for defense or could give rise to a Claim indemnification hereunder, and or delay either party's obligations to the Indemnifying Party shall be given access other to all books and records in the possession assume a defense or under the control of the Indemnified Party which the Indemnifying Party reasonably determines to be related to such Actionpay any sums due hereunder. (d) All Claims Payments due to be made to any Indemnified Party under this Articles SECTION 9 shall bear interest from the date on which the Indemnified Party paid any amount or actually suffered a loss in respect of Purchaser Damages or Seller Damages, as the case may be, to but excluding the date of actual payment (whether before or after judgment) at the prime rate announced by Chase Bank for its corporate customers during such period. (e) Payments due to be made under this Agreement shall be paid free and clear of all deductions, withholdings, set-offs or counterclaims whatsoever, except as may be required by the Indemnifying Party on demand in immediately available funds in U.S. dollars after the liability for Damages thereunder have been finally determined. The liability for Damages under any such Claim shall be deemed to be "finally determined" for purposes of this Article when the parties to an Action have so determined by mutual agreement or, if disputed, when a final non-appealable order of a court having competent jurisdiction has been enteredlaw.

Notice and Payment of Claims. (a) Promptly Any Purchaser Group Member or Seller Group Member seeking indemnification hereunder (each, an “Indemnitee”) for any matter (whether or not involving a Third-Party Claim) shall, prior to the end of the survival period of the applicable representation, warranty, covenant or obligation, as provided in the first sentence of Section 8.1, give to the party obligated to provide indemnification to such Indemnitee (each, an “Indemnitor”) a notice (each, a “Claim Notice”) describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based. Any Claim Notice shall be given by the Indemnitee to the Indemnitor promptly after receipt the Indemnitee becomes aware of the claim; provided that, so long as such notice is delivered prior to the end of the survival period, if any, for the applicable representation, warranty, covenant or obligation, as provided in the first sentence of Section 8.1, the Indemnitee shall not be foreclosed from seeking indemnification pursuant to this Article VIII by any Indemnified Party of failure to provide timely notice of the commencement existence of any action, an claim to the assertion by any third party of any claim, or otherwise giving rise to indemnification as provided in this Article (collectively, a "Claim"), the Indemnified Party receiving such notice (the "Claim Notice") shall notify the Indemnifying Party in writing of the assertion of such Claim; provided, however, that failure to give such notice shall not affect the right to indemnification hereunder Indemnitor except and only to the extent of actual prejudice. The Indemnifying Party shall have that the option, and shall notify the Indemnified Party in writing within ten (10) business days after the date of the Claim Notice of its election either (i) to participate (at its own expense) in the defense Indemnitor has been materially damaged or prejudiced as a result of such Claim (in which case the defense of such Claim shall be controlled by the Indemnified Party) or (ii) to take charge of and control the defense of such Claim. The Indemnifying Party's failure to respond shall not relieve the Indemnifying Party of, or its indemnification obligations under, this Section. Each Indemnified Party shall have the right to employ separate counsel and participate in the defense of such Claim, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless: (1) the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party or (2) the named parties in such Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party and representation of both parties would be inappropriate due to actual or potential conflicts of interest between them, it being understood, however, that the Indemnified Party shall not, in connection with such Claim, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) and that all such fees and expenses shall be reimbursed as they are incurreddelay. (b) If the Indemnifying Party elects (or is deemed to have elected) not to assume the defense of a Claim in accordance with the preceding Section, then the Indemnified Party may settle such Claim without the written consent of the Indemnifying Party and the Indemnifying Party agrees to indemnify and hold the Indemnified Party harmless from and against any such Claim settled without its written consent. As With respect to any claim settled with the Indemnifying Party's written consentfor indemnification for any matter (whether or not involving a Third Party Claim), the Indemnifying Party agrees to indemnify and hold Indemnitor shall, upon the Indemnified Party harmless from and against presentation of invoices or other documentation evidencing any indemnifiable amounts, promptly reimburse the Indemnitee for all Damages reflected therein in connection with any such Claim by reason of such settlement, according to the obligations of the Indemnifying Party hereunderclaim. (c) The Indemnified Party shall provide to the Indemnifying Party, as soon as practicable after the date of the Claim Notice, all information and documentation necessary to support and verify any Damages that the Indemnified Party shall have determined have given or could give rise to a Claim hereunder, and the Indemnifying Party shall be given access to all books and records in the possession or under the control of the Indemnified Party which the Indemnifying Party reasonably determines to be related to such Action. (d) All Claims under this Articles shall be paid by the Indemnifying Party on demand in immediately available funds in U.S. dollars after the liability for Damages thereunder have been finally determined. The liability for Damages under any such Claim shall be deemed to be "finally determined" for purposes of this Article when the parties to an Action have so determined by mutual agreement or, if disputed, when a final non-appealable order of a court having competent jurisdiction has been entered.

Notice and Payment of Claims. (a) Promptly after receipt by any Indemnified Party of notice of the commencement of any action, the assertion by any third party of any claim, or otherwise giving rise to indemnification as provided in this Article XII (collectively, a "Claim"), the Indemnified Party receiving such notice (the "Claim Notice") shall notify the Indemnifying Party in writing of the assertion of such Claim; providedPROVIDED, however, that failure to give such notice shall not affect the right to indemnification hereunder except to the extent of actual prejudice. The Indemnifying Party shall have the option, and shall notify the Indemnified Party in writing within ten (10) business days after the date of the Claim Notice of its election either (i) to participate (at its own expense) in the defense of such Claim (in which case the defense of such Claim shall be controlled by the Indemnified Party) or (ii) to take charge of and control the defense of such Claim. The Indemnifying Party's failure to respond shall not relieve the Indemnifying Party of, or of its indemnification obligations under, under this Section. Each If the Indemnifying Party assumes the defense, each Indemnified Party shall have the right to employ separate counsel and participate in the defense of such Claim, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless: (1) the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party or (2) the named parties in such Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party and representation the Indemnified Party shall have been so advised by such counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to assume the defense of both parties would be inappropriate due to actual or potential conflicts such Claim on behalf of interest between themthe Indemnified Party, it being understood, however, that the Indemnified Party shall not, in connection with such Claim, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) and that all such fees and expenses shall be reimbursed as they are incurred). (b) If the Indemnifying Party elects (or is deemed to have elected) not to assume the defense of a Claim in accordance with the preceding Section, then the Indemnified Party may settle such Claim without the written consent of the Indemnifying Party and the Indemnifying Party agrees to indemnify and hold the Indemnified Party harmless from and against any such Claim settled without his or its written consent. As to any claim settled with the Indemnifying Party's written consentconsent (which consent shall not be unreasonably withheld or delayed), the Indemnifying Party agrees to indemnify and hold the Indemnified Party harmless from and against any such Claim by reason of such settlement, according to the obligations of the Indemnifying Party hereunder. (c) The Indemnified Party shall provide to the Indemnifying Party, as soon as practicable after the date of the Claim Notice, all information and documentation necessary to support and verify any Damages that the Indemnified Party shall have determined have given or could give rise to a Claim hereunder, and the Indemnifying Party shall be given access to all books and records in the possession or under the control of the Indemnified Party which the Indemnifying Party reasonably determines to be related to such Action. (d) All Claims under this Articles Article XII shall be paid by the Indemnifying Party on demand in immediately available funds in U.S. dollars after the liability for Damages thereunder have been finally determined. The liability for Damages under any such Claim shall be deemed to be "finally determined" for purposes of this Article XII when the parties to an Action have so determined by mutual agreement or, if disputed, when a final non-appealable order of a court having competent jurisdiction has been entered.

Notice and Payment of Claims. (a) Promptly after receipt by any Indemnified Party of notice of the commencement of any actionAction, the assertion by any third party of any claim, or otherwise giving rise to indemnification as provided in this Article (collectively, a "Claim"), the Indemnified Party receiving such notice (the "Claim Notice") shall notify the Indemnifying Party in writing of the assertion of such Claim; provided, however, that failure to give such notice shall not affect the right to indemnification hereunder except to the extent of actual prejudice. The Indemnifying Party shall have the option, and shall notify the Indemnified Party in writing within ten (10) business days after the date of the Claim Notice of its election either (i) to participate (at its own expense) in the defense of such Claim (in which case the defense of such Claim shall be controlled by the Indemnified Party) or (ii) to take charge of and control the defense of such Claim. The Indemnifying Party's failure to respond shall not relieve the Indemnifying Party of, or of its indemnification obligations under, under this Section. Each Indemnified Party shall have the right to employ separate counsel and participate in the defense of such Claim, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless: (1) the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party or (2) the named parties in such Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party and representation the Indemnified Party shall have been so advised by such counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to assume the defense of both parties would be inappropriate due to actual or potential conflicts such Claim on behalf of interest between themthe Indemnified Party, it being understood, however, that the Indemnified Party shall not, in connection with such Claim, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) and that all such fees and expenses shall be reimbursed as they are incurred). (b) If the Indemnifying Party elects (or is deemed to have elected) not to assume the defense of a Claim in accordance with the preceding Section, then the Indemnified Party may settle such Claim without the written consent of the Indemnifying Party and the Indemnifying Party agrees to indemnify and hold the Indemnified Party harmless from and against any such Claim settled without his or its written consent. As to any claim settled with the Indemnifying Party's written consentconsent (which consent shall not be unreasonably withheld or delayed), the Indemnifying Party agrees to indemnify and hold the Indemnified Party harmless from and against any such Claim by reason of such settlement, according to the obligations of the Indemnifying Party hereunder. (c) The Indemnified Party shall provide to the Indemnifying Party, as soon as practicable after the date of the Claim Notice, all information and documentation necessary to support and verify any Damages that the Indemnified Party shall have determined have given or could give rise to a Claim hereunder, and the Indemnifying Party shall be given access to all books and records in the possession or under the control of the Indemnified Party which the Indemnifying Party reasonably determines to be related to such Action. (d) All Claims under this Articles Article shall be paid by the Indemnifying Party on demand in immediately available funds in U.S. dollars after the liability for Damages thereunder have been finally determined. The liability for Damages under any such Claim shall be deemed to be "finally determined" for purposes of this Article when the parties to an Action have so determined by mutual agreement or, if disputed, when a final non-appealable order of a court having competent jurisdiction has been entered.