Common use of Notice; Defense of Claims Clause in Contracts

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for Promptly after receipt by a Parent Indemnified Party of notice of any claim, liability or expense to which the indemnification obligations hereunder by giving written would apply, the Parent Indemnified Party shall give notice thereof in writing to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being assertedStockholders, but the failure omission to do so shall notify the Stockholders promptly will not relieve the indemnifying party Stockholders from any liability except to the extent that it is the Stockholders shall have been prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and any claim nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability being asserted by a third partyor obligation is asserted. Within 20 If within twenty (20) days after receiving such notice the indemnifying party shall Stockholders give written notice to the indemnified party Parent Indemnified Party stating whether that (i) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (ii) that it disputes the claim for indemnification and whether it will intends to defend against any third party claim such claim, liability or liability expense at its own cost and expense. If , then counsel for the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it defense shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it the Stockholders (subject to the consent of the indemnified partyParent Indemnified Party which consent may not be unreasonably withheld) and the Parent Indemnified Party shall not be required to make any payment with respect to such claim, liability or expense as long as the Stockholders are conducting a good faith and diligent defense at their own expense; provided, however, that the assumption of defense of any such matters by the Stockholders shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The Stockholders shall have the right, with the consent of the Parent Indemnified Party, which consent shall not be unreasonably withheld) as long as , to settle any Parent Indemnified Claims by third parties which are susceptible to being settled provided its obligation to indemnify the indemnifying party is conducting a good faith and diligent defenseParent Indemnified Party therefor will be fully satisfied. The indemnified party Stockholders shall keep the Parent Indemnified Party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the Parent Indemnified Party with all documents and information that the Parent Indemnified Party shall reasonably request and shall consult with the Parent Indemnified Party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the Parent Indemnified Party shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party Stockholders and the indemnified party Parent Indemnified Party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage expense of separate counsel at for the expense of Parent Indemnified Party shall be paid by the indemnifying partyStockholders. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying partyStockholders, or if such diligent good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyconducted, the indemnified party shall have the rightParent Indemnified Party shall, at the expense of the indemnifying partyStockholders, to undertake the defense of such claim or liability (with counsel selected by the indemnified partyParent Indemnified Party), and shall have the right to compromise or settle it, (exercising reasonable business judgment), such claim, liability or expense. If the third party claim such claim, liability or liability expense is one that by its nature cannot be defended solely by the indemnifying partyStockholders, then the indemnified party Parent Indemnified Party shall make available such all information and assistance as that the indemnifying party Stockholders may reasonably request and shall cooperate with the indemnifying party Stockholders in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly within ten (10) days after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases basis for the claim for indemnification and any claim or liability being asserted by a the third party. Within 20 ten (10) days after receiving such notice notice, the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails gives notice to give notice that it disputes an indemnification the indemnified party of its intent to defend such claim within 20 days after receipt of notice thereofsuch ten (10) day period, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a the third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, provided however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised by its counsel that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, defense at the expense of the indemnifying party. Neither the indemnifying party nor the indemnified party shall settle any third party claim without the consent of the other (which consent shall not be unreasonably withheld.)

Notice; Defense of Claims. An indemnified party may make claims for Any Person entitled to indemnification hereunder by giving will (a) give prompt written notice thereof to the indemnifying party within of any claim with respect to which it seeks indemnification and (b) unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the period in which indemnification claims can be made hereunder. If indemnification is sought for a defense of such claim or liability asserted by a third party, with counsel reasonably satisfactory to the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being assertedparty; provided, but that the failure of any indemnified party to do so give notice as provided herein shall not relieve the indemnifying party from any liability of its obligations under this Agreement except to the extent that it the indemnifying party is materially prejudiced by such failure. If such defense is assumed, the failure indemnified party may participate in such defense at its own expense and the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld, conditioned or delay delayed). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel (in giving addition to local counsel) for all parties indemnified by such noticeindemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. Such notice No indemnified party shall summarize the bases for the claim for indemnification and consent to entry of any judgment or settle any claim or liability being asserted by a third party. Within 20 days after receiving such notice litigation without the indemnifying party shall give prior written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified indemnifying party, which consent shall not be unreasonably withheld) , conditioned or delayed. Each indemnified party, as long as a condition to its right to indemnification, will reasonably cooperate with the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel (at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake ) in the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying partyclaim.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder under this Agreement by giving written notice thereof of the claim to the indemnifying party within the period in which indemnification claims can be made hereunderunder this Agreement. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof of the claim to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such that notice. Such The notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 twenty (20) days after receiving such notice any notice, the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 twenty (20) days after receipt of notice thereofof the claim, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such that good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such that claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such all information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such that defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for ------------------------- indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third third-party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third third-party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third third-party claim or liability at its own expense directly or through counsel; provided, -------- however, that if the named parties to the action or proceeding include both the ------- indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third third-party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third third-party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for ------------------------- indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can may be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 twenty (20) days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 twenty (20) days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting conducts a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified (a) The party which is entitled to indemnification hereunder (for purposes of this Section 6.3, the "Indemnified Party") may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within required to indemnify (for purposes of this Section 6.3, the period in which indemnification claims can be made hereunder"Indemnifying Party"). If indemnification is sought for a claim or liability asserted by a third party, the indemnified party Indemnified Party shall also give written notice thereof to the indemnifying party Indemnifying Party promptly after it receives notice of the claim or liability being asserted, but the failure to do so so, or any delay in doing so, shall not relieve the indemnifying party Indemnifying Party from any liability except liability, unless, and then only to the extent that it is that, the rights and remedies of the Indemnifying Party are prejudiced by as a result of the failure to give, or delay in giving giving, such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 30 days after receiving such notice notice, the indemnifying party Indemnifying Party shall give written notice to the indemnified party Indemnified Party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party Indemnifying Party fails to give notice that it disputes an indemnification claim within 20 30 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. . (b) The indemnifying party Indemnifying Party shall be entitled to direct the defense against a third party claim or liability litigation with counsel selected by it (subject to the consent of the indemnified partyIndemnified Party, which consent shall not be unreasonably withheld) as long as the indemnifying party Indemnifying Party is conducting a good faith and diligent defense. Notwithstanding the foregoing, the obligations of the Indemnifying Party hereunder as to such third party claim or litigation shall include taking all steps necessary in the defense, settlement, or compromise of such claim or litigation and holding the Indemnified Party harmless from and against any and all damages, liabilities, losses and expenses (including, without limitation, reasonable fees of counsel) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) caused by or arising out of any settlement or compromise approved by the Indemnifying Party or any judgment in connection with such claim or litigation. The indemnified Indemnifying Party shall not, in the defense of such third party claim or any litigation resulting therefrom, consent to entry of any judgment (other than a judgment of dismissal on the merits without costs) except with the written consent of the Indemnified Party, or enter into any settlement or compromise (except with the written consent of the Indemnified Party) which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a full release from all liability in respect of such claim or litigation. The Indemnified Party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party Indemnifying Party and the indemnified party Indemnified Party and the indemnified party Indemnified Party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party Indemnified Party may engage separate counsel at the expense of the indemnifying party. Indemnifying Party. (c) If no such the Indemnifying Party shall not give notice of its intent to dispute and defend a third party claim or liability is given by or litigation resulting therefrom after receipt of notice from the indemnifying partyIndemnified Party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyIndemnifying Party, the indemnified party Indemnified Party shall have the right, at the expense of the indemnifying partyIndemnifying Party, to undertake the defense of such claim or liability in such manner as it deems appropriate (with counsel selected by the indemnified partyIndemnified Party), and to compromise or settle itsuch claim or litigation on such terms as it may deem appropriate, exercising reasonable business judgment. . (d) The Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of any settlement or compromise in connection with, or any judgment rendered with respect to, any claim by a third party in such litigation and for all damages, liabilities, losses and expenses (including, without limitation, reasonable fees of counsel) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) incurred by the Indemnified Party in connection with the defense against such claim or litigation, whether or not resulting from, arising out of, or incurred with respect to, the act of a third party. (e) If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying partyIndemnifying Party, then the indemnified party Indemnified Party shall make available such information and assistance in connection therewith as the indemnifying party Indemnifying Party may reasonably request and shall cooperate with the indemnifying party Indemnifying Party in such defense, defense at the expense of the indemnifying partyIndemnifying Party.

Notice; Defense of Claims. An indemnified party (a) The Party which is entitled to indemnification hereunder (for purposes of this Section 9.6, the "Indemnified Party") may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party Party required to indemnify (for purposes of this Section 9.6, the "Indemnifying Party") prior to the time of expiration set forth in Section 9.1 forclaims based on the untruth, inaccuracy or incompleteness of any representation or warranty specified therein or within six (6) months after the period relevant Closing Date for any other claims (other than claims relating to the Assumed Liabilities, the Excluded Liabilities, the Excluded Assets, Third Party Claims referred to in Sections 9.3(c), 9.4(b), 9.4(c) or 9.4(d), or claims under Sections 9.3(f), 9.3(g) or 9.4(f), which indemnification claims can may be made hereunderasserted until the applicable statute of limitations for such claims expires) or such claim will be forever barred. If indemnification is sought for a claim or liability asserted by a third partyThird Party, the indemnified party Indemnified Party shall also give written notice thereof to the indemnifying party Indemnifying Party promptly after it receives notice of the claim or liability being asserted, but the failure to do so so, or any delay in doing so, shall not relieve the indemnifying party Indemnifying Party from any liability except liability, unless, and then only to the extent that it is that, the rights and remedies of the Indemnifying Party are prejudiced by as a result of the failure to give, or delay in giving giving, such notice; provided, however, that in any event such notice must be given within the relevant period specified or referred to in the preceding sentence. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third partyThird Party. Within 20 thirty (30) days after receiving such notice notice, the indemnifying party Indemnifying Party shall give written notice to the indemnified party Indemnified Party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim Third Party Claim or liability at its own cost and expense. If the indemnifying party Indemnifying Party fails to give notice to the Indemnified Party that it disputes an indemnification claim within 20 thirty (30) days after receipt of notice thereof, thereof it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. . (b) The indemnifying party Indemnifying Party shall be entitled to direct the defense against a third party Third Party claim or liability litigation with counsel selected by it (subject to the consent of the indemnified partyIndemnified Party, which consent shall not be unreasonably withheld), as long as the Indemnifying Party is conducting a good faith and diligent defense. Notwithstanding the foregoing, the obligations of the Indemnifying Party hereunder as to such Third Party claim or litigation shall include taking all steps reasonably necessary in the defense, settlement, or compromise of such claim or litigation and holding the Indemnified Party harmless from and against any and all Losses caused by or arising out of any settlement or compromise approved by the Indemnifying Party or any judgment in connection with such claim or litigation. The Indemnifying Party shall not, in the defense of such Third Party claim or any litigation resulting therefrom, consent to entry of any judgment (other than a judgment of dismissal on the merits without costs) except with the written consent of the Indemnified Party (which consent shall not be unreasonably withheld), or enter into any settlement or compromise (except with the written consent of the Indemnified Party, which consent shall not be unreasonably withheld) which does not include as long as an unconditional term thereof the indemnifying party is conducting giving by the claimant or the plaintiff to the Indemnified Party a good faith full release from all liability in respect of such claim or litigation and diligent defensewhich does not contain any other term or provision materially adverse to the Indemnified Party. The indemnified party Indemnified Party shall at all times have the right to fully participate in the defense of a third party Third Party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party Indemnifying Party and the indemnified party Indemnified Party and the indemnified party Indemnified Party is advised by counsel that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party Indemnified Party may engage one separate counsel at the expense of the indemnifying party. Indemnifying Party. (c) If no such the Indemnifying Party does not give notice of its intent to dispute and defend a third party Third Party claim or liability is given by or litigation resulting therefrom within thirty (30) days after receipt of notice from the indemnifying partyIndemnified Party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyIndemnifying Party, the indemnified party Indemnified Party shall have the right, at the expense of the indemnifying partyIndemnifying Party, to undertake the defense of such claim or liability in such manner as it deems appropriate (with counsel selected by the indemnified partyIndemnified Party and reasonably acceptable to the Indemnifying Party), and to compromise or settle itsuch claim or litigation on such terms as it may deem appropriate, exercising reasonable business judgment. If . (d) The Indemnifying Party shall promptly reimburse the third party Indemnified Party for all Losses incurred by the Indemnified Party in connection with the defense against such claim or liability is one that by its nature canlitigation, whether or not be defended solely by resulting from, arising out of, or incurred with respect to, the indemnifying party, then the indemnified party act of a Third Party. (e) The Indemnified Party shall make available such information and assistance in connection with the defense by the Indemnifying Party, as the indemnifying party Indemnifying Party may reasonably request and shall cooperate with the indemnifying party Indemnifying Party in such defense, defense at the expense of the indemnifying partyIndemnifying Party. (f) The expiration or termination of any representation or warranty shall not affect the Parties' obligations under this Section 9 if the Indemnified Party provided the Indemnifying Party with proper notice of the claim or event for which indemnification is sought prior to such expiration, termination or extinguishment.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such In any case, such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may shall make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for Promptly after receipt by a Buyer Indemnified Party of notice of any claim, liability or expense to which the indemnification obligations hereunder by giving written would apply, the Buyer Indemnified Party shall give notice thereof in writing to the indemnifying party within Seller and the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being assertedMembers, but the failure omission to do so shall notify the Seller and the Members promptly will not relieve the indemnifying party Seller from any liability except to the extent that it is the Seller shall have been prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and any claim nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability being asserted by a third partyor obligation is asserted. Within 20 If within twenty (20) days after receiving such notice the indemnifying party shall Seller and the Members give written notice to the indemnified party Buyer Indemnified Party stating whether that (i) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (ii) that it disputes the claim for indemnification and whether it will intends to defend against any third party claim such claim, liability or liability expense at its own cost and expense. If , then counsel for the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it defense shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it the Seller and the Members (subject to the consent of the indemnified partyBuyer Indemnified Party which consent may not be unreasonably withheld) and the Buyer Indemnified Party shall not be required to make any payment with respect to such claim, liability or expense as long as the Seller and the Members are conducting a good faith and diligent defense at their own expense; provided, however, that the assumption of defense of any such matters by the Seller and the Members shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The Seller and the Members shall have the right, with the consent of the Buyer Indemnified Party, which consent shall not be unreasonably withheld) as long as , to settle any Buyer Indemnified Claims by third parties which are susceptible to being settled provided its obligation to indemnify the indemnifying party is conducting a good faith and diligent defenseBuyer Indemnified Party therefor will be fully satisfied. The indemnified party Seller and the Members shall keep the Buyer Indemnified Party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the Buyer Indemnified Party with all documents and information that the Buyer Indemnified Party shall reasonably request and shall consult with the Buyer Indemnified Party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the Buyer Indemnified Party shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party Seller and the indemnified party Buyer Indemnified Party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage expense of separate counsel at for the expense of Buyer Indemnified Party shall be paid by the indemnifying partySeller and the Members. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying partySeller and the Members, or if such diligent good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyconducted, the indemnified party shall have the rightBuyer Indemnified Party shall, at the expense of the indemnifying partySeller and the Members, to undertake the defense of such claim or liability (with counsel selected by the indemnified partyBuyer Indemnified Party), and shall have the right to compromise or settle it, (exercising reasonable business judgment), such claim, liability or expense. If the third party claim such claim, liability or liability expense is one that by its nature cannot be defended solely by the indemnifying partySeller and/or Members, then the indemnified party Buyer Indemnified Party shall make available such all information and assistance as that the indemnifying party Seller and/or the Members may reasonably request and shall cooperate with the indemnifying party Seller in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 twenty (20) days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 twenty (20) days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent 49 57 to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An Promptly after receipt by an indemnified party may make claims for of notice of any claim, liability or expense to which the indemnification hereunder by giving written notice thereof to the indemnifying party within the period obligations set forth in which indemnification claims can be made hereunder. If indemnification is sought for a claim Sections 8.1 or liability asserted by a third party8.2 would apply, the indemnified party shall also give written notice thereof in writing to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such noticeparty. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and any claim nature of such claim, liability or liability being asserted by a third partyexpense. Within 20 If within twenty (20) days after receiving such notice the indemnifying party shall give gives written notice to the indemnified party stating whether that (a) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (b) that it disputes the claim for indemnification and whether it will intends to defend against any third party claim such claim, liability or liability expense at its own cost and expense. If , then counsel for the defense shall be selected by the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) withheld or delayed), and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defensedefense at its own expense. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled, provided its obligation to indemnify the indemnifying party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party appraised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. The indemnified party shall make available to the indemnifying party all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in any defense undertaken by it pursuant to this Section 8. Notwithstanding anything herein to the contrary, the indemnified party shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party may engage separate counsel at the expense of shall be paid by the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such diligent good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyconducted, the indemnified party shall have the rightmay, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and shall have the right to compromise or settle it, (exercising reasonable business judgment), such claim, liability or expense. 9. If COMPLIANCE WITH RULE 144. From the third party claim first date that the Company is required to file any reports under Section 13 or liability is one that by its nature cannot be defended solely by 15(d) of the indemnifying partyExchange Act, then and until the indemnified party Holders as a group shall make available such own less than an aggregate of ten percent (10%) of any class or series of equity securities of the Company, the Company shall comply with the public information and assistance as requirements which are conditions to the indemnifying party may reasonably request and availability of Rule 144 for the sale of Registrable Securities. Company shall cooperate with the indemnifying party Holders in supplying such defense, at information as may be necessary for them to complete and file any information reporting forms presently or hereafter required by the expense Commission as a condition to the availability of Rule 144 with respect to the indemnifying partyHolders and such Registrable Securities.

Notice; Defense of Claims. An indemnified (a) Promptly after receipt by an Indemnified Party of notice of any third party may make claims for or other claim, liability or expense to which the indemnification obligations hereunder by giving written would apply, including in connection with any governmental proceeding, the Indemnified Party shall give notice thereof in writing to the indemnifying party within or parties, but the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof omission to so notify the indemnifying party or parties promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall will not relieve the indemnifying party or parties from any liability except to the extent that it is the indemnifying party or parties shall have been materially prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability or obligation is asserted. (b) In the case of any claim or liability being asserted by a third party. Within 20 party claim, if within twenty (20) days after receiving such the notice described in the preceding paragraph the indemnifying party shall or parties (i) give written notice to the indemnified party Indemnified Parties stating whether it disputes the claim for indemnification and whether it will that they intend to defend in good faith against any third party claim such claim, liability or liability expense at its their own cost and expense. If expense and (ii) provide assurance and security reasonably acceptable to such Indemnified Parties that such indemnification will be paid fully and promptly if required and such Indemnified Parties will not incur cost or expense during the proceeding, then counsel for the defense shall be selected by the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it parties (subject to the consent of such Indemnified Parties which consent shall not be unreasonably withheld) and such Indemnified Parties shall not be eligible for any payment with respect to such claim, liability or expense as long as the indemnified partyindemnifying party or parties are conducting a good faith and diligent defense at their own expense; provided, however, that the assumption of defense of any such matters by the indemnifying party or parties shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. If the indemnifying party or parties assume such defense in accordance with the preceding sentence, they shall have the right, with the consent of such Indemnified Parties, which consent shall not be unreasonably withheld) as long as , to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying party is conducting or parties' obligation to indemnify such Indemnified Parties therefor will be fully satisfied and the settlement includes a good faith and diligent defensecomplete release of such Indemnified Parties. The indemnified indemnifying party or parties shall keep the such Indemnified Parties apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish such Indemnified Parties with all documents and information that such Indemnified Parties shall reasonably request and shall consult with such Indemnified Parties prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, such Indemnified Parties shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party or parties and the indemnified party Indemnified Parties and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage expense of separate counsel at the expense of for such Indemnified Parties shall be paid by the indemnifying partyparty or parties. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying partyparty or parties, or if such diligent good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyconducted, the indemnified party shall have the rightsuch Indemnified Parties shall, at the expense of the indemnifying partyparty or parties, to undertake the defense of such claim or liability (with counsel selected by the indemnified partysuch Indemnified Parties), and shall have the right to compromise or settle itsettle, exercising reasonable business judgmentsuch claim, liability or expense. If the third party claim such claim, liability or liability expense is one that by its nature cannot be defended solely by the indemnifying partyparty or parties, then the indemnified party such Indemnified Parties shall make available such all information and assistance as that the indemnifying party or parties may reasonably request and shall cooperate with the indemnifying party or parties in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may shall make claims for indemnification hereunder by giving written notice thereof to the indemnifying party promptly on discovery and in any event within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability Liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability Liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability Liability except to the extent that it is materially prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases basis for the claim for indemnification and any claim or liability Liability being asserted by a third party. Within 20 twenty (20) days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability Liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 twenty (20) days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third third-party claim or liability Liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheldwithheld or delayed) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate at its own expense in the defense of a third third-party claim or liability at its own expense Liability, directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third third-party claim or liability Liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability Liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgmentwith consent of the indemnifying party, which consent shall not be unreasonably withheld or delayed. If the third party claim or liability Liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An Promptly after receipt by an indemnified party may make claims for of notice of any claim, liability or expense to which the indemnification hereunder by giving written notice thereof to the indemnifying party within the period obligations set forth in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third partySection 6.2 would apply, the indemnified party shall also give written notice thereof in writing to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such noticeparty. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and any claim nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability being asserted by a third partyor obligation is asserted. Within 20 If within twenty (20) days after receiving such notice the indemnifying party shall give gives written notice to the indemnified party stating whether that (a) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (b) that it disputes the claim for indemnification and whether it will intends to defend against any third party claim such claim, liability or liability expense at its own cost and expense. If , then counsel for the defense shall be selected by the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) withheld or delayed), and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defensedefense at its own expense. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled, provided its obligation to indemnify the indemnifying party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprized of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. The indemnified party, at the indemnifying party's expense, shall make available all information and assistance that the indemnifying party may reasonably request and shall, at the indemnifying party's expense, cooperate with the indemnifying party in any defense undertaken pursuant to this Section 6.3, with any out of pocket expense incurred by the indemnified party being born by the indemnifying party. Notwithstanding anything herein to the contrary, the indemnified party shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party may engage separate counsel at the expense of shall be paid by the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such diligent good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyconducted, the indemnified party shall have the rightmay, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and shall have the right to compromise or settle it, (exercising reasonable business judgment. If the third party claim ), such claim, liability or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying partyexpense.

Notice; Defense of Claims. An Promptly after receipt by an indemnified party may make claims for of notice of any claim, liability or expense to which the indemnification hereunder by giving written notice thereof to the indemnifying party within the period obligations in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third partythis Agreement would apply, the indemnified party shall also give written notice thereof in writing to the indemnifying party, but the omission to so notify the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall will not relieve the indemnifying party from any liability except to the extent that it is the indemnifying party shall have been prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and any claim nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability being asserted by a third partyor obligation is asserted. Within 20 If within twenty (20) days after receiving such notice the indemnifying party shall give gives written notice to the indemnified party stating whether that: (a) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful; and, (b) that it disputes the claim for indemnification and whether it will intends to defend against any third party claim such claim, liability or liability expense at its own cost and expense. If , then counsel for the defense shall be selected by the indemnifying party fails (subject to give notice the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that it disputes an indemnification claim within 20 days after receipt the assumption of notice thereof, it defense of any such matters by the indemnifying party shall be deemed to have accepted and agreed relate solely to the claim, which shall become immediately due and payableliability or expense that is subject or potentially subject to indemnification. The indemnifying party shall be entitled to direct have the defense against a third party claim or liability right, with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as , to settle all Indemnifiable matters related to claims by third parties which are susceptible to being settled provided its obligation to indemnify the indemnifying party is conducting a good faith therefor will be fully satisfied. As reasonably requested by the indemnified party, the indemnifying party shall keep the indemnified party apprized of the status of the claim, liability or expense and diligent defenseany resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. The Notwithstanding anything herein stated to the contrary, the indemnified party shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party may engage separate counsel at the expense of shall be paid by the indemnifying party, provided, however, that the separate counsel selected by the indemnified party shall be approved by the indemnifying party, which approval shall not be unreasonably withheld. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such diligent good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyconducted, the indemnified party shall have the rightshall, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and shall have the right to compromise or settle it, (exercising reasonable business judgment), such claim, liability or expense. Provided however, before settling the indemnified party shall first use reasonable efforts to obtain the consent to that settlement from the indemnifying party, which consent shall not be unreasonably withheld. After using reasonable efforts without success the indemnified party may settle without the consent of the indemnifying party without any prejudice to its claim for indemnity. If the third party claim such claim, liability or liability expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such all information and assistance as that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification indemnification, the general nature and extent of the Losses expected to be claimed and the details of any claim or liability being asserted by a third party; provided, however, that the failure to provide complete details or description of the general nature and extent of the losses shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure to provide such information. Within 20 twenty (20) days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 twenty (20) days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party parties and the indemnified party is parties are advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party parties may engage a single separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle itand, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.upon five

Notice; Defense of Claims. An Promptly after receipt by an indemnified party may make claims for of notice of any claim, liability or expense to which the indemnification hereunder by giving written notice thereof to the indemnifying party within the period obligations set forth in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third partythis Section 5 would apply, the indemnified party shall also give written notice thereof in writing to the indemnifying party, but the omission to so notify the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall will not relieve the indemnifying party from any liability except to the extent that it is the indemnifying party shall have been prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and any claim nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability being asserted by a third partyor obligation is asserted. Within 20 If within twenty (20) days after receiving such notice the indemnifying party shall give gives written notice to the indemnified party stating whether that (x) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (y) that it disputes the claim for indemnification and whether it will intends to defend against any third party claim such claim, liability or liability expense at its own cost and expense. If , then counsel for the defense shall be selected by the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defensedefense at its own expense; provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided its obligation to indemnify the indemnifying party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated to the contrary, the indemnified party shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the reasonable expense of one (1) separate counsel for the indemnified party may engage separate counsel at the expense of shall be paid by the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such diligent good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyconducted, the indemnified party shall have the rightshall, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and shall have the right to compromise or settle it, (exercising reasonable business judgment), such claim, liability or expense. If the third party claim such claim, liability or liability expense is one that by its nature cannot 11 be defended solely by the indemnifying party, then the indemnified party shall make available such all information and assistance as that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunderhereunder promptly upon becoming aware of any such claim. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the . The failure to do so provide prompt notice as required by the preceding sentences shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 thirty (30) days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an a non-third party indemnification claim within 20 thirty (30) days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the such claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense, and to compromise or settle such claim exercising reasonable business judgment. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at his or its own expense directly or through counsel; providedPROVIDED that an indemnified party shall have the right to retain its own counsel, howeverwith the reasonable fees and expenses to be paid by the indemnifying party, if such indemnified party shall have reasonably concluded that if representation of such indemnified party or parties by the named parties to the action or proceeding include both counsel retained by the indemnifying party and the indemnified party and the indemnified party is advised that representation of both or parties by the same counsel would be inappropriate under applicable standards of professional conduct, the due to actual or potential differing interests between such indemnified party may engage separate or parties and any other party represented by such counsel at the expense of the indemnifying partyin such proceeding. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified (a) Promptly; and in any event no later than ten (10) days, after receipt by an Indemnified Party of notice of any third party may make claims for or other claim, liability or expense to which the indemnification hereunder by giving written obligations under Section 9.1 would apply, including in connection with any governmental proceeding, the Indemnified Party shall give notice thereof in writing to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being assertedCompany, but the failure omission to do so shall notify the Company promptly will not relieve the indemnifying party Company from any liability except to the extent that it is the Company shall have been actually prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability or obligation is asserted. (b) In the case of any claim or liability being asserted by a third party. Within 20 party claim, if within twenty (20) days after receiving such the notice described in the indemnifying party shall give preceding paragraph, the Company gives written notice to the indemnified party Indemnified Party or Parties stating whether that it disputes the claim for indemnification and whether it will intends to defend in good faith against any third party claim such claim, liability or liability expense at its own cost and expense. If , then counsel for the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it defense shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it the Company (subject to the consent of the indemnified party, such Indemnified Party or Parties which consent shall not be unreasonably withheld) and such Indemnified Party or Parties shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party Company is conducting a good faith and diligent defensedefense at its own expense; provided, however, that the assumption of defense of any such matters by the Company shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnified party Company shall not settle or agree to settle any such claim, liability or expense or any resulting suit, proceeding or enforcement action without the prior written consent of each Indemnified Party. The Company shall keep such Indemnified Party or Parties reasonably apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish such Indemnified Party or Parties with all documents and information that such Indemnified Party or Parties shall reasonably request and shall consult with such Indemnified Party or Parties prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, such Indemnified Party or Parties shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party Company and the indemnified party Indemnified Party or Parties and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage expense of separate counsel at for such Indemnified Party or Parties shall be paid by the expense Company provided, further, that the counsel for the Indemnified Party or Parties must be reasonably acceptable to the Company and the Indemnified Party or Parties as to quality and cost, it being understood, however, that the Company shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings arising out of the indemnifying partysame general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for such Indemnified Party or Parties. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying partyCompany, or if such diligent good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyconducted, the indemnified party shall have the rightsuch Indemnified Party or Parties shall, at the expense of the indemnifying partyCompany, to undertake the defense of such claim or liability (with counsel selected by the indemnified partysuch Indemnified Party or Parties), and shall have the right to compromise or settle itsettle, exercising reasonable such claim, liability or expense with the consent of the Company, which will not be unreasonably withheld; provided, however, if such consent is requested and the Company does not respond within ten (10) business judgmentdays, the Company shall be deemed to have consented. If the third party claim such claim, liability or liability expense is one that by its nature cannot be defended solely by the indemnifying partyCompany, then the indemnified party Indemnified Party or Parties shall make available such all information and assistance as the indemnifying party that Company may reasonably request and shall cooperate with the indemnifying party Company in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 thirty (30) days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 thirty (30) days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; providedPROVIDED, howeverHOWEVER, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof thereof, promptly and in no event later than fifteen days after receipt by the indemnified party, to the indemnifying party within the period in which indemnification claims can be made hereunderparty. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party, promptly and in no event later than fifteen days after receipt by the indemnified party promptly after it receives of notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified (a) Promptly after receipt by an Indemnified Party of notice of any third party may make claims for or other claim, liability or expense to which the indemnification obligations hereunder by giving written would apply, including in connection with any governmental proceeding, the Indemnified Party shall give notice thereof in writing to the indemnifying party within or parties, but the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof omission to so notify the indemnifying party or parties promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall will not relieve the indemnifying party or parties from any liability except to the extent that it is the indemnifying party or parties shall have been materially prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability or obligation is asserted. (b) In the case of any claim or liability being asserted by a third party. Within 20 party claim, if within twenty (20) days after receiving such the notice described in the preceding paragraph the indemnifying party shall or parties (i) give written notice to the indemnified party Indemnified Parties stating whether it disputes the claim for indemnification and whether it will that they intend to defend in good faith against any third party claim such claim, liability or liability expense at its their own cost and expense. If expense and (ii) provide assurance and security reasonably acceptable to such Indemnified Parties that such indemnification will be paid fully and promptly if required and such Indemnified Parties will not incur cost or expense during the proceeding, then counsel for the defense shall be selected by the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it parties (subject to the consent of such Indemnified Parties which consent shall not be unreasonably withheld) and such Indemnified Parties shall not be eligible for any payment with respect to such claim, liability or expense as long as the indemnified partyindemnifying party or parties are conducting a good faith and diligent defense at their own expense; provided, however, that the assumption of defense of any such matters by the indemnifying party or parties shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. If the indemnifying party or parties assume such defense in accordance with the preceding sentence, they shall have the right, with the consent of such Indemnified Parties, which consent shall not be unreasonably withheld) as long as , to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying party is conducting or parties' obligation to indemnify such Indemnified Parties therefor will be fully satisfied and the settlement includes a good faith and diligent defensecomplete release of such Indemnified Parties. The indemnified indemnifying party or parties shall keep such Indemnified Parties apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish such Indemnified Parties with all documents and information that such Indemnified Parties shall reasonably request and shall consult with such Indemnified Parties prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, such Indemnified Parties shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party or parties and the indemnified party Indemnified Parties and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage expense of separate counsel at the expense of for such Indemnified Parties shall be paid by the indemnifying partyparty or parties. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying partyparty or parties, or if such diligent good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyconducted, the indemnified party shall have the rightsuch Indemnified Parties shall, at the expense of the indemnifying partyparty or parties, to undertake the defense of such claim or liability (with counsel selected by the indemnified partysuch Indemnified Parties), and shall have the right to compromise or settle itsettle, exercising reasonable business judgmentsuch claim, liability or expense. If the third party claim such claim, liability or liability expense is one that by its nature cannot be defended solely by the indemnifying partyparty or parties, then the indemnified party such Indemnified Parties shall make available such all information and assistance as that the indemnifying party or parties may reasonably request and shall cooperate with the indemnifying party or parties in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of counsel, whose reasonable fees and expenses shall be borne by the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the 39 45 indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An (a) Promptly after receipt by any indemnified party may make claims for of notice of any claim, liability or expense to which the indemnification obligations hereunder by giving written are reasonably likely to apply, such party shall give notice thereof in writing to (i) the indemnifying party within Sellers' Parent, in the period case of an indemnification demand by the Buyer, or (ii) the Buyer, in which the case of an indemnification claims can be made hereunder. If indemnification is sought for a claim demand by the Sellers or liability asserted by a third partythe Sellers' Parent (as the case may be, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice"Indemnifying Party"). Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and any claim or liability being asserted by a third party. Within 20 days after receiving nature of such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. liability or expense. (b) The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party Indemnifying Party shall have the right, exercisable upon written notice to the party demanding indemnification (the "Indemnified Party") within 20 days after receiving the notice referred to in Section 7.5(a), at its expense, to defend, contest, protest, settle and otherwise control the resolution of any such claim, action or proceeding. The Indemnifying Party shall keep the Indemnified Party apprised of developments with respect to any such claim, action or proceeding, and the Indemnified Party shall have the right to consult with the Indemnifying Party, and to participate therein, subject to the Indemnifying Party's right of control thereof, at the Indemnified Party's expense of the indemnifying party, to undertake the defense of such claim or liability (and with counsel selected by the indemnified partyIndemnified Party. If the Indemnifying Party shall notify the Indemnified Party that the Indemnifying Party has elected to assume any such defense, contest or protest, then the Indemnifying Party shall not be liable to the Indemnified Party hereunder for any legal or other expense subsequently incurred by the Indemnified Party in connection therewith. (c) If the Indemnifying Party does not notify the Indemnified Party of its election to defend any claim as provided in Section 7.5(b), then the Indemnified Party may defend, contest, protest, settle and otherwise control the resolution of such claim, action or proceeding. The Indemnified Party shall keep the Indemnifying Party apprised of developments with respect to any such claim, action or proceeding, and the Indemnifying Party shall have the right to consult with the Indemnified Party, and to compromise or settle itparticipate therein, exercising reasonable business judgmentsubject to the Indemnified Party's right of control thereof, at the Indemnifying Party's expense and with counsel selected by the Indemnifying Party. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying partysuch event, then the indemnified party Indemnified Party shall make available such information and assistance as not be liable to the indemnifying party may reasonably request and shall cooperate with Indemnifying Party hereunder for any legal or other expense subsequently incurred by the indemnifying party Indemnifying Party in such defense, at the expense of the indemnifying partyconnection therewith.

Notice; Defense of Claims. An Promptly after receipt by an indemnified party may make claims for of notice of any claim, liability or expense to which the indemnification obligations hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third partywould apply, the indemnified party shall also give written notice thereof in writing to the indemnifying party promptly after it receives notice of (MDV prior to the claim or liability being assertedEffective Date and the Holders' Committee thereafter with respect to claims by Alliance Indemnified Parties and Alliance with respect to claims by MDV Indemnified Parties), but the failure omission so to do so shall notify the indemnifying party promptly will not relieve the indemnifying party from any liability except to the extent that it is the indemnifying party shall have been prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and any claim nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability being asserted by a third partyor obligation is asserted. Within 20 If within 30 days after receiving such notice the indemnifying party shall give gives written notice to the indemnified party stating whether that it disputes the claim for indemnification and whether it will intends to defend against any third party claim such claim, liability or liability expense at its own cost and expense. If , then counsel for the defense shall be selected by the indemnifying party fails (subject to give notice the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnifying party shall not be required to make any payment with respect to such claim, liability or expense as long as it is conducting a good faith and diligent defense at its own expense; provided, however, that it disputes an indemnification claim within 20 days after receipt the assumption of notice thereof, it defense of any such matters by the indemnifying party shall be deemed to have accepted and agreed relate solely to the claim, which shall become immediately due and payableliability or expense that is subject or potentially subject to indemnification. The indemnifying party shall be entitled to direct have the defense against a third party claim or liability right, with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as , to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided its obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party is conducting a good faith shall keep the indemnified party apprised of the status of the claim, liability or expense and diligent defenseany resulting suit, proceeding or enforcement action and shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request. The Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards constitute a conflict of professional conductinterest, the indemnified party may engage separate counsel at the expense of one firm of separate counsel for all indemnified parties shall be paid by the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the rightshall, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and shall have the right to compromise or settle it, (exercising reasonable business judgment), such claim, liability or expense. If the third party claim such claim, liability or liability expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such all information and assistance as that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense. Notwithstanding anything to the contrary herein contained, at the expense sole recourse of the indemnifying partyAlliance Indemnified Parties in the event that any Losses are sustained, suffered or incurred by any of them shall be to the right of set-off provided in Section 10.2(c), except as otherwise provided in Section 11.6.

Notice; Defense of Claims. An Promptly after receipt by an indemnified party may make claims for of notice of any claim, liability or expense to which the indemnification hereunder by giving written notice thereof to the indemnifying party within the period obligations in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third partythis Agreement would apply, the indemnified party shall also give written notice thereof in writing to the indemnifying party, but the omission to so notify the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall will not relieve the indemnifying party from any liability except to the extent that it is the indemnifying party shall have been prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and any claim nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability being asserted by a third partyor obligation is asserted. Within 20 If within twenty (20) days after receiving such notice the indemnifying party shall give gives written notice to the indemnified party stating whether that: (a) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful; and (b) that it disputes the claim for indemnification and whether it will intends to defend against any third party claim such claim, liability or liability expense at its own cost and expense. If , then counsel for the defense shall be selected by the indemnifying party fails (subject to give notice the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnifying party shall assume the defense with respect to such claim, liability or expense at the indemnifying party's expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that it disputes an indemnification claim within 20 days after receipt the assumption of notice thereof, it defense of any such matters by the indemnifying party shall be deemed to have accepted and agreed relate solely to the claim, which shall become immediately due and payableliability or expense that is subject or potentially subject to indemnification. The indemnifying party shall be entitled to direct have the defense against a third party claim or liability right, with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as , to settle all indemnifiable matters related to the claims by third parties that are susceptible to being settled provided its obligation to indemnify the indemnifying party is conducting a good faith therefor will be fully satisfied. As reasonably requested by the indemnified party, the indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and diligent defenseany resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. The Notwithstanding anything herein stated to the contrary, the indemnified party shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party may engage separate counsel at the expense of shall be paid by the indemnifying party, provided, however, that the separate counsel selected by the indemnified party shall be approved by the indemnifying party, which approval shall not be unreasonably withheld. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such diligent good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyconducted, the indemnified party shall have the rightshall, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and shall have the right to compromise or settle it, (exercising reasonable business judgment), such claim, liability or expense. Provided however, before settling the indemnified party shall first use reasonable efforts to obtain the consent to that settlement from the indemnifying party, which consent shall not be unreasonably withheld. After using reasonable efforts without success the indemnified party may settle without the consent of the indemnifying party without any prejudice to its claim for indemnity. If the third party claim such claim, liability or liability expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such all information and assistance as that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An Promptly after receipt by an indemnified party may make claims for of notice of any claim, liability or expense to which the indemnification hereunder by giving written notice thereof to the indemnifying party within the period obligations in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third partythis Agreement would apply, the indemnified party shall also give written notice thereof in writing to the indemnifying party, but the omission to so notify the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall will not relieve the indemnifying party from any liability except to the extent that it is the indemnifying party shall have been prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and any claim nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability being asserted by a third partyor obligation is asserted. Within 20 If within twenty (20) days after receiving such notice the indemnifying party shall give gives written notice to the indemnified party stating whether that: (a) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful, and (b) that it disputes the claim for indemnification and whether it will intends to defend against any third party claim such claim, liability or liability expense at its own cost and expense. If , then counsel for the defense shall be selected by the indemnifying party fails (subject to give notice the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnifying party shall assume the defense with respect to such claim, liability or expense at the indemnifying party's expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that it disputes an indemnification claim within 20 days after receipt the assumption of notice thereof, it defense of any such matters by the indemnifying party shall be deemed to have accepted and agreed relate solely to the claim, which shall become immediately due and payableliability or expense that is subject or potentially subject to indemnification. The indemnifying party shall be entitled to direct have the defense against a third party claim or liability right, with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as , to settle all indemnifiable matters related to the claims by third parties that are susceptible to being settled provided its obligation to indemnify the indemnifying party is conducting a good faith therefor will be fully satisfied. As reasonably requested by the indemnified party, the indemnifying party shall keep the indemnified party apprized of the status of the claim, liability or expense and diligent defenseany resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. The Notwithstanding anything herein stated to the contrary, the indemnified party shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party may engage separate counsel at the expense of shall be paid by the indemnifying party, provided, however, that the separate counsel selected by the indemnified party shall be approved by the indemnifying party, which approval shall not be unreasonably withheld. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such diligent good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyconducted, the indemnified party shall have the rightshall, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and shall have the right to compromise or settle it, (exercising reasonable business judgment), such claim, liability or expense. Provided however, before settling the indemnified party shall first use reasonable efforts to obtain the consent to that settlement from the indemnifying party, which consent shall not be unreasonably withheld. After using reasonable efforts without success the indemnified party may settle without the consent of the indemnifying party without any prejudice to its claim for indemnity. If the third party claim such claim, liability or liability expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such all information and assistance as that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder under this Agreement by giving written notice thereof of the claim to the indemnifying party within the period in which indemnification claims can be made hereunderunder this Agreement. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof of the claim to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such that notice. Such The notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 twenty (20) days after receiving such notice any notice, the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 twenty (20) days after receipt of notice thereofof the claim, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such that good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such that claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such all information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such that defense, at the expense of the indemnifying party.. SECTION 8 --------- MISCELLANEOUS -------------

Notice; Defense of Claims. An Promptly after receipt by an indemnified party may make claims for of notice of any claim, liability or expense to which the indemnification hereunder by giving written notice thereof to the indemnifying party within the period obligations set forth in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third partythis Section 7.5 would apply, the indemnified party shall also give written notice thereof in writing to the indemnifying party, but the omission to so notify the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall will not relieve the indemnifying party from any liability except to the extent that it is the indemnifying party shall have been prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and any claim nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability being asserted by a third partyor obligation is asserted. Within 20 If within twenty (20) days after receiving such notice the indemnifying party shall give gives written notice to the indemnified party stating whether that (a) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (b) that it disputes the claim for indemnification and whether it will intends to defend against any third party claim such claim, liability or liability expense at its own cost and expense. If , then counsel for the defense shall be selected by the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defensedefense at its own expense; PROVIDED, HOWEVER, that the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided its obligation to indemnify the indemnifying party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated to the contrary, the indemnified party shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; providedPROVIDED, howeverHOWEVER, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party may engage separate counsel at the expense of shall be paid by the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such diligent good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyconducted, the indemnified party shall have the rightshall, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and shall have the right to compromise or settle it, (exercising reasonable business judgment), such claim, liability or expense. If the third party claim such claim, liability or liability expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such all information and assistance as that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.indemnifying

Notice; Defense of Claims. (a) An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. . (b) Within 20 thirty (30) days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If . (i) With respect to any claim for indemnification (other than a claim or liability asserted by a third party), if the indemnifying party fails to give notice that it disputes an indemnification claim within 20 thirty (30) days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The . (ii) With respect to any claim or liability being asserted by a third party, the indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; providedPROVIDED, howeverHOWEVER, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised by its own counsel that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the reasonable expense of the indemnifying party. If no such the indemnifying party fails to give notice as required by the first sentence of intent to dispute this paragraph (b) stating whether it disputes the claim for indemnification and whether it will defend a against any third party claim or liability is given by the indemnifying partyat its own cost or expense, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An Promptly after receipt by an indemnified party may make claims for of notice of any claim, liability or expense to which the indemnification hereunder by giving written notice thereof to the indemnifying party within the period obligations set forth in which indemnification claims can be made hereunder. If indemnification is sought for a claim Sections 8.1 or liability asserted by a third party8.2 would apply, the indemnified party shall also give written notice thereof in writing to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such noticeparty. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and any claim nature of such claim, liability or liability being asserted by a third partyexpense. Within 20 If within twenty (20) days after receiving such notice the indemnifying party shall give gives written notice to the indemnified party stating whether that (a) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (b) that it disputes the claim for indemnification and whether it will intends to defend against any third party claim such claim, liability or liability expense at its own cost and expense. If , then counsel for the defense shall be selected by the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) withheld or delayed), and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defensedefense at its own expense. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled, provided its obligation to indemnify the indemnifying party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party appraised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. The indemnified party shall make available to the indemnifying party all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in any defense undertaken by it pursuant to this Section 8. Notwithstanding anything herein to the contrary, the indemnified party shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party may engage separate counsel at the expense of shall be paid by the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such diligent good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyconducted, the indemnified party shall have the rightmay, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and shall have the right to compromise or settle it, (exercising reasonable business judgment), such claim, liability or expense. 9. If COMPLIANCE WITH RULE 144. From the third party claim first date that the Company is required to file any reports under Section 13 or liability is one that by its nature cannot be defended solely by 15(d) of the indemnifying partyExchange Act, then and until the indemnified party Holders as a group shall make available such 8 77 own less than an aggregate of ten percent (10%) of any class or series of equity securities of the Company, the Company shall comply with the public information and assistance as requirements which are conditions to the indemnifying party may reasonably request and availability of Rule 144 for the sale of Registrable Securities. Company shall cooperate with the indemnifying party Holders in supplying such defense, at information as may be necessary for them to complete and file any information reporting forms presently or hereafter required by the expense Commission as a condition to the availability of Rule 144 with respect to the indemnifying partyHolders and such Registrable Securities.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize in reasonable detail the bases for the claim for indemnification, the amount of such claim for indemnification and and, if applicable, any claim or liability being asserted by a third party. Within 20 days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate Offer of Purchase and Sale under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall reasonably summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 thirty (30) days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 thirty (30) days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due done and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the each indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The Each indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include either both the indemnifying party and/or one or more indemnified parties and the indemnified party and the an indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the an indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to, after three (3) business days notice to the indemnifying party of its intent to do so, undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for ------------------------- indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third third-party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third third-party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third third-party claim or liability at its own expense directly or through counsel; provided, however, that if the named ----------------- parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third third-party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third third-party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for Promptly after receipt by a Parent Indemnified Party or a Stockholder Indemnified Party of notice of any claim, liability or expense to which the indemnification obligations hereunder by giving written would apply, the Indemnified Party shall give notice thereof in writing to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being assertedIndemnifying Party, but the failure omission to do so shall notify the Indemnified Party promptly will not relieve the indemnifying party Indemnifying Party from any liability except to the extent that it is the Indemnifying Party shall have been prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and any claim nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability being asserted by a third partyor obligation is asserted. Within 20 If within twenty (20) days after receiving such notice the indemnifying party shall give Indemnifying Party gives written notice to the indemnified party Indemnified Party stating whether that (i) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (ii) that it disputes the claim for indemnification and whether it will intends to defend against any third party claim such claim, liability or liability expense at its own cost and expense. If , then counsel for the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it defense shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it the Indemnifying Party (subject to the consent of the indemnified partyIndemnified Party which consent may not be unreasonably withheld) and the Indemnifying Party shall not be required to make any payment with respect to such claim, 37 liability or expense as long as the Indemnifying Party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by the Indemnifying Party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The Indemnifying Party shall have the right, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld) as long as , to settle any Indemnified Claims by third parties which are susceptible to being settled provided its obligation to indemnify the indemnifying party is conducting a good faith and diligent defenseIndemnified Party therefor will be fully satisfied. The indemnified party Indemnifying Party shall keep the Indemnified Party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the Indemnified Party with all documents and information that the Indemnified Party shall reasonably request and shall consult with the Indemnified Party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the Indemnified Party shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party Indemnifying Party and the indemnified party Indemnified Party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage expense of separate counsel at for the expense of Indemnified Party shall be paid by the indemnifying partyIndemnifying Party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying partyIndemnifying Party, or if such diligent good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyconducted, the indemnified party shall have the rightIndemnified Party shall, at the expense of the indemnifying partyIndemnifying Party, to undertake the defense of such claim or liability (with counsel selected by the indemnified partyIndemnified Party), and shall have the right to compromise or settle it, (exercising reasonable business judgment), such claim, liability or expense. If the third party claim such claim, liability or liability expense is one that by its nature cannot be defended solely by the indemnifying partyIndemnifying Party, then the indemnified party Indemnified Party shall make available such all information and assistance as that the indemnifying party Indemnifying Party may reasonably request and shall cooperate with the indemnifying party Indemnifying Party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunderparty. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 twenty (20) days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 twenty (20) days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. If the indemnifying party shall dispute a non-third party indemnification claim and the disputed indemnification claim has not been resolved or compromised within thirty (30) days after the indemnifying party sends notice of such dispute as provided above, such indemnification claim shall be referred to J.A.M.S./Endispute, Inc. to be settled by binding arbitration in Washington, D.C. as provided in Section 7.5 of hereof. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnifying party shall not, in the defense of such a third party claim or any litigation resulting therefrom, consent to entry of any judgment (other than a judgment of dismissal on the merits without costs) without the prior written consent of the indemnified party (which consent shall not be unreasonably withheld or delayed) or enter into any settlement or compromise without the prior written consent of the indemnified party (which consent shall not be unreasonably withheld or delayed) which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the indemnified party a full release from all liability in respect of such claim or litigation. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; providedPROVIDED, howeverHOWEVER, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified Promptly after receipt by an Indemnified Party of notice of any third party may make claims for or other claim, liability or expense to which the indemnification obligations hereunder by giving written would apply, including in connection with any governmental proceeding, the Indemnified Party shall give notice thereof in writing to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being assertedCompany, but the failure omission to do so shall notify the Company promptly will not relieve the indemnifying party Company from any liability except except, and only to the extent extent, that it is the Company shall have been materially prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and nature of such claim, liability or expense. In the case of any claim or liability being asserted by a third party. Within 20 party claim, if within twenty (20) days after receiving such the notice described in the indemnifying party shall give preceding paragraph the Company (i) gives written notice to the indemnified party Indemnified Party or Parties stating whether that it disputes the claim for indemnification and whether it will intends to defend in good faith against any third party claim such claim, liability or liability expense at its own cost and expense. If expense and (ii) provides assurance and security reasonably acceptable to such Indemnified Party or Parties that such indemnification will be paid fully and promptly if required and such Indemnified Party or Parties will not incur cost or expense during the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereofproceeding, it then counsel for the defense shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it the Company (subject to the consent of the indemnified partysuch Indemnified Party or Parties, which consent shall not be unreasonably withheld) and such Indemnified Party or Parties shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party Company is conducting a good faith and diligent defensedefense at its own expense; provided, however, that the assumption of defense of any such matters by the Company shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. If the Company assumes such defense in accordance with the preceding sentence, it shall have the right, with the consent of such Indemnified Party or Parties, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the Company's obligation to indemnify such Indemnified Party or Parties therefor will be fully satisfied and the settlement includes a complete release of such Indemnified Party or Parties. The indemnified party Company shall keep the such Indemnified Party or Parties apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish such Indemnified Party or Parties with all documents and information that such Indemnified Party or Parties shall reasonably request and shall consult with such Indemnified Party or Parties prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, such Indemnified Party or Parties shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party Company and the indemnified party Indemnified Party or Parties and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage expense of separate counsel at for such Indemnified Party or Parties shall be paid by the expense of Company. The Indemnified Party or Parties shall make available all information and assistance that the indemnifying partyCompany may reasonably request and shall cooperate with the Company in such defense. If no such the Company does not give notice of its intent to dispute and defend a against any third party claim or other claim, liability is given by or expense in accordance with the indemnifying partyforegoing paragraph, or if such diligent good faith and diligent defense is not being or ceases to be conducted conducted, the Indemnified Party will have the right to retain its own counsel in any such action and all fees, disbursements and other charges incurred in the investigation, defense and/or settlement of such action shall be advanced and reimbursed by the indemnifying party, the indemnified party Company promptly as they are incurred and shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and right to compromise or settle itsettle, exercising reasonable business judgment. If such claim, liability or expense; provided, however, that the third party claim Indemnified Party shall agree to repay any expenses so advanced hereunder if it is ultimately determined by a court of competent jurisdiction that the Indemnified Party to whom such expenses are advanced is not entitled to be indemnified as a matter of law or liability is one that by its nature cannot be defended solely by under the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense terms of the indemnifying partythis Agreement.

Notice; Defense of Claims. An indemnified party may make claims for Promptly after receipt by the Indemnified Party of notice of any claim, liability or expense to which the indemnification obligations hereunder by giving written would apply, the Indemnified Party shall give notice thereof in writing to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being assertedIndemnifying Party, but the failure omission to do so shall notify the Indemnifying Party promptly will not relieve the indemnifying party Indemnifying Party from any liability except to the extent that it is prejudiced by the failure or delay in giving such noticeliability. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 If, within twenty (20) days after receiving such notice notice, the indemnifying party shall give Indemnifying Party gives written notice to the indemnified party Indemnified Party stating whether that it disputes the claim for indemnification and whether it will intends to defend against any third party claim such claim, liability or liability expense at its own cost and expense. If , then counsel for the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it defense shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it the Indemnifying Party (subject to the consent of the indemnified partyIndemnified Party, which consent shall not be unreasonably withheld) as long as ), but the indemnifying party is conducting a good faith and diligent defenseIndemnified Party shall have the right to compromise, settle or make payment on such claim, liability or expense in the exercise of reasonable business judgment. The indemnified party Notwithstanding anything herein stated, the Indemnified Party shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense expense, directly or through counsel; , provided, however, that if the named parties to the action or proceeding include both the indemnifying party Indemnifying Party and the indemnified party Indemnified Party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage expense of separate counsel at for the expense of Indemnified Party shall be paid by the indemnifying partyIndemnifying Party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying partyIndemnifying Party, or if such diligent good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyconducted, the indemnified party shall have the rightIndemnified Party may, at the expense of the indemnifying partyIndemnifying Party, to undertake the defense of such claim claim, liability or liability expense (with counsel selected by the indemnified partyIndemnified Party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim such claim, liability or liability expense is one that by its nature cannot be defended solely by the indemnifying partyIndemnifying Party, then the indemnified party Indemnified Party shall make available such all information and assistance as that the indemnifying party Indemnifying Party may reasonably request at the Indemnifying Party's expense and shall cooperate with the indemnifying party Indemnifying Party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party (a) Any Buyer Indemnified Party or Seller Indemnified Party (collectively, the “Indemnified Parties,” or each individually, an “Indemnified Party”) may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within Sellers’ Representative, in the case of claims made by a Buyer Indemnified Party, or to Buyer, in the case of claims made by a Seller Indemnified Party, prior to the expiration of the applicable survival period set forth in which indemnification claims can be made hereunderSection 10.01. If indemnification is sought for any claim for indemnification resulting from a claim or liability asserted by a third partyparty (each, a “Third Party Claim”), the indemnified party Indemnified Party shall also give to the Sellers’ Representative in the case of claims made by a Buyer Indemnified Party, or to Buyer, in the case of claims made by a Seller Indemnified Party, as applicable, written notice thereof of such claim as to which such Indemnified Party may request indemnification hereunder, if and to the indemnifying party promptly extent applicable, within thirty days after it the time that such Indemnified Party receives written notice of such Third Party Claim. Notwithstanding anything to the claim or liability being assertedcontrary herein, but the failure to do so deliver notice in accordance with this Section 10.05(a) shall not relieve a party with any indemnification obligation hereunder (each, an “Indemnifying Party” and collectively, the indemnifying party “Indemnifying Parties”) from any liability except Liability unless, and then only to the extent that it is that, the Indemnifying Parties are materially prejudiced by the failure or delay in giving to give such notice. Such notice shall summarize state in reasonable detail the bases nature of such claim (including, if known, the amount of such claim) and the basis for the claim for indemnification and being sought under this Agreement. In the case of any claim Third Party Claim, the Sellers Representative (on behalf of the Seller Indemnifying Parties) or liability being asserted by a third party. Within 20 days after receiving Buyer (on behalf of the Buyer Indemnifying Parties) shall (subject to Section 10.05(c)) have the right to direct, through counsel of its own choosing, the defense or settlement of any such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability Third Party Claim at its own cost and expense. If expense if Buyer (in the indemnifying party fails to give notice case that it disputes an indemnification claim Buyer is the Indemnifying Party) or the Sellers’ Representative (in the case that the Sellers are the Indemnifying Parties), as applicable, notifies the Indemnified Party (or if any Seller Indemnified Party is the Indemnified Party, the Sellers’ Representative), in writing, within 20 thirty days after receipt of the notice thereofwith respect to the applicable Third Party Claim (unless the Third Party Claim (or related lawsuit, it litigation or other Proceeding) requires a response before the expiration of such thirty day period, in which case the Sellers’ Representative (in the case that the Sellers are the Indemnifying Parties) or Buyer (in the case that Buyer is the Indemnifying Party), as applicable, will have until the date that is ten days before the required response date), that the Indemnifying Parties will indemnify the Indemnified Parties from and against any and all Losses the Indemnified Parties incur or suffer resulting from or arising out of the Third Party Claim (without the benefit of the General Indemnity Cap, the Special Indemnity Cap, the Excess Indemnity Cap or any of the other limitations under this Article 10 (such acknowledgment in writing, an “Indemnifying Party Acknowledgment”). (b) If the Indemnifying Party elects to assume the defense of any Third Party Claim in accordance with Section 10.05(a) (and delivered an Indemnifying Party Acknowledgment in accordance therewith), (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim (provided that, if the Indemnified Party reasonably determines, based on the advice of counsel to the Indemnified Party, that the Indemnified Party has separate defenses from the Indemnifying Parties or that there is a conflict of interest between any Indemnified Party and any Indemnifying Party, then the Indemnified Party shall be deemed permitted to have accepted and agreed retain special counsel of its own choosing at the expense of the Indemnifying Parties), (ii) the Indemnified Party will not consent to the entry of any judgment, enter into any settlement with respect to, pay or otherwise compromise the Third Party Claim without the prior written consent of the Sellers’ Representative (in the case that the Sellers are the Indemnifying Parties) or Buyer (in the case that Buyer is the Indemnifying Party), in each case, not to be unreasonably withheld, delayed or conditioned, and (iii) neither the Indemnifying Parties nor the Sellers’ Representative on behalf of the Seller Indemnified Parties will consent to the entry of any judgment, enter into any settlement with respect to, pay or otherwise compromise the Third Party Claim without the prior written consent of the Sellers’ Representative (in the case that the Sellers are the Indemnified Parties) or Buyer (in the case that Buyer is the Indemnified Party), in each case, in its sole discretion unless the proposed settlement, payment or compromise (A) involves solely the payment of money by the Indemnifying Parties, (B) includes, as an unconditional term of such payment, compromise or settlement, an unconditional and irrevocable release by the Person(s) asserting such claim of the Indemnified Parties from any Liabilities with respect to such claim, (C) does not impose any restriction on the Indemnified Parties or any injunctive or other equitable relief against the Indemnified Parties, and (D) does not include or require a finding or admission of any wrongdoing. (c) Notwithstanding anything to the contrary in Section 10.05(a), the Indemnified Party will have the right to undertake, conduct and control, through counsel of its choosing, the defense, compromise and settlement of any Third Party Claim with respect to which shall become immediately due the Indemnified Party is any one or more of the Buyer Indemnified Parties and payable. The indemnifying party shall that (i) involves any possibility of criminal Liability or any action by any Governmental Authority, (ii) involves any material customer, supplier or vendor of any Buyer Indemnified Party, (iii) seeks injunctive relief, specific performance or other equitable relief against any of the Buyer Indemnified Parties, (iv) the insurer under the R&W Policy or Excess Coverage Policy exercises a right to defend or control such Third Party Claim, (v) if determined adversely to any of the Buyer Indemnified Parties, would (together with all other pending claims) reasonably be expected to result in Losses to the Buyer Indemnified Parties in excess of the maximum amount the Buyer Indemnified Parties would then be entitled to direct recover from the Indemnifying Parties under Article 10, (vi) the Sellers’ Representative fails to assume the defense against of a third party Third Party Claim in accordance with Section 10.05(a) (including by not providing an executed Indemnifying Party Acknowledgement) within the time period described therein, (vii) the Sellers’ Representative fails to continue to defend the Third Party Claim in good faith or (viii) principally involves Taxes (the conduct of which shall be governed exclusively by Section 7.03(e)). (d) If the Indemnifying Party does not deliver an Indemnifying Party Acknowledgement in accordance with Section 10.05(a) or if the Third Party Claim involves a claim described in Section 10.05(c), the Indemnified Party shall have the right to contest, settle or liability compromise, through counsel of its own choosing, the Third Party Claim at the expense of the Indemnifying Parties; provided, however, the Indemnified Party shall not agree to any settlement, compromise or consent to judgment with counsel selected by it (subject respect to such Third Party Claim without the consent of the indemnified party, Indemnifying Parties (which such consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim , delayed or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified partyconditioned), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims ------------------------- for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheldwithheld or delayed) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or -------- ------- proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised by counsel that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for ------------------------- indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 twenty (20) days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 twenty (20) days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised by its counsel that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An Promptly after receipt by an indemnified party may make claims for of notice of any claim, liability or expense to which the indemnification hereunder by giving written notice thereof to the indemnifying party within the period obligations in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third partythis Agreement would apply, the indemnified party shall also give written notice thereof in writing to the indemnifying party, but the omission to so notify the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall will not relieve the indemnifying party from any liability except to the extent that it is the indemnifying party shall have been prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and any claim nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability being asserted by a third partyor obligation is asserted. Within 20 If within twenty (20) days after receiving such notice the indemnifying party shall give gives written notice to the indemnified party stating whether that: (a) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful, and (b) that it disputes the claim for indemnification and whether it will intends to defend against any third party claim such claim, liability or liability expense at its own cost and expense. If , then counsel for the defense shall be selected by the indemnifying party fails (subject to give notice the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnifying party shall assume the defense with respect to such claim, liability or expense at the indemnifying party's expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that it disputes an indemnification claim within 20 days after receipt the assumption of notice thereof, it defense of any such matters by the indemnifying party shall be deemed to have accepted and agreed relate solely to the claim, which shall become immediately due and payableliability or expense that is subject or potentially subject to indemnification. The indemnifying party shall be entitled to direct have the defense against a third party claim or liability right, with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as , to settle all indemnifiable matters related to the claims by third parties that are susceptible to being settled provided its obligation to indemnify the indemnifying party is conducting a good faith therefor will be fully satisfied. As reasonably requested by the indemnified party, the indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and diligent defenseany resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. The Notwithstanding anything herein stated to the contrary, the indemnified party shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party may engage separate counsel at the expense of shall be paid by the indemnifying party, provided, however, that the separate counsel selected by the indemnified party shall be approved by the indemnifying party, which approval shall not be unreasonably withheld. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such diligent good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyconducted, the indemnified party shall have the rightshall, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and shall have the right to compromise or settle it, (exercising reasonable business judgment), such claim, liability or expense. Provided however, before settling the indemnified party shall first use reasonable efforts to obtain the consent to that settlement from the indemnifying party, which consent shall not be unreasonably withheld. After using reasonable efforts without success the indemnified party may settle without the consent of the indemnifying party without any prejudice to its claim for indemnity. If the third party claim such claim, liability or liability expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such all information and assistance as that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for ------------------------- indemnification hereunder by giving written notice thereof to the indemnifying party (or, in the case of claims by the Buyer Indemnified Parties, to the Representatives) within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party (or, in the case of claims by the Buyer Indemnified Parties, to the Representatives) promptly after it the indemnified party receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize in reasonable detail the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 days after After receiving such notice notice, the indemnifying party (or, in the case of claims by the Buyer Indemnified Parties, the Representatives) shall give written notice have the right to assume, conduct and control the indemnified party stating whether it disputes the claim for indemnification defense of, and whether it will defend against any third party claim compromise or liability settle such claim, at its own cost and expense. If , by giving written notice (the indemnifying "Defense Notice") to the -------------- indemnified party fails of its intention to give notice that it disputes an indemnification claim do so within 20 twenty (20) days after receipt of the notice thereof, it shall be deemed to have accepted and agreed to the of claim, which shall become immediately due and payable. The indemnifying party (or, in the case of claims by the Buyer Indemnified Parties, the Representatives) shall be entitled to direct the defense against a third third-party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party (or, in the case of claims by the Buyer Indemnified Parties, the Representatives) is conducting a good faith and diligent defense. As long as the indemnifying party (or, in the case of claims by the Buyer Indemnified Parties, the Representatives) is conducting a good faith and diligent defense of a claim, the indemnified party shall not pay or settle such claim. The indemnified party shall at all times have the right to fully participate in the defense of a third third-party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability Defense Notice is given by the indemnifying partyparty (or, in the case of claims by the Buyer Indemnified Parties, by the Representatives), or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyparty (or, in the case of claims by the Buyer Indemnified Parties, by the Representatives), the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to provided that the indemnified party shall not compromise or settle itsuch claim or liability without the consent of the indemnifying party (or, exercising reasonable business judgmentin the case of claims by the Buyer Indemnified Parties, of the Representatives) which consent shall not be unreasonably withheld. If the third third-party claim or liability is one that by its nature cannot be defended solely by the indemnifying partyparty (or, in the case of claims by the Buyer Indemnified Parties, by the Representatives), then the indemnified party shall make available such information and assistance as the indemnifying party (or, in the case of claims by the Buyer Indemnified Parties, as the Representatives) may reasonably request and shall cooperate with the indemnifying party (or, in the case of claims by the Buyer Indemnified Parties, with the Representatives) in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An Promptly after receipt by an indemnified party may make claims for of notice of any claim, liability or expense to which the indemnification hereunder by giving written notice thereof to the indemnifying party within the period obligations in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third partythis Agreement would apply, the indemnified party shall also give written notice thereof in writing to the indemnifying party, but the omission to so notify the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall will not relieve the indemnifying party from any liability except to the extent that it is the indemnifying party shall have been prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and any claim nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability being asserted by a third partyor obligation is asserted. Within 20 If within twenty (20) days after receiving such notice the indemnifying party shall give gives written notice to the indemnified party stating whether that: (a) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful; and (b) that it disputes the claim for indemnification and whether it will intends to defend against any third party claim such claim, liability or liability expense at its own cost and expense. If , then counsel for the defense shall be selected by the indemnifying party fails (subject to give notice the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that it disputes an indemnification claim within 20 days after receipt the assumption of notice thereof, it defense of any such matters by the indemnifying party shall be deemed to have accepted and agreed relate solely to the claim, which shall become immediately due and payableliability or expense that is subject or potentially subject to indemnification. The indemnifying party shall be entitled to direct have the defense against a third party claim or liability right, with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as , to settle all indemnifiable matters related to the claims by third parties which are susceptible to being settled provided its obligation to indemnify the indemnifying party is conducting a good faith therefor will be fully satisfied. As reasonably requested by the indemnified party, the indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and diligent defenseany resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. The Notwithstanding anything herein stated to the contrary, the indemnified party shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party may engage separate counsel at the expense of shall be paid by the indemnifying party, provided, however, that the separate counsel selected by the indemnified party shall be approved by the indemnifying party, which approval shall not be unreasonably withheld. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such diligent good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyconducted, the indemnified party shall have the rightshall, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and shall have the right to compromise or settle it, (exercising reasonable business judgment), such claim, liability or expense. Provided however, before settling the indemnified party shall first use reasonable efforts to obtain the consent to that settlement from the indemnifying party, which consent shall not be unreasonably withheld. After using reasonable efforts without success the indemnified party may settle without the consent of the indemnifying party without any prejudice to its claim for indemnity. If the third party claim such claim, liability or liability expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such all information and assistance as that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a the third party. Within 20 days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If In addition, if indemnification is sought for a claim or liability asserted by a third party, or to the knowledge of the indemnified party a claim or liability is threatened to be asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being or threatened to be asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; providedPROVIDED, howeverHOWEVER, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for Promptly after receipt by a Parent Indemnified Party of notice of any claim, liability or expense to which the indemnification obligations hereunder by giving written would apply, the Parent Indemnified Party shall give notice thereof in writing to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being assertedStockholders, but the failure omission to do so shall notify the Stockholders promptly will not relieve the indemnifying party Stockholders from any liability except to the extent that it is the Stockholders shall have been prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and any claim nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability being asserted by a third partyor obligation is asserted. Within 20 If within ten (10) days after receiving such notice the indemnifying party shall Stockholders give written notice to the indemnified party Parent Indemnified Party stating whether that (i) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (ii) that it disputes the claim for indemnification and whether it will intends to defend against any third party claim such claim, liability or liability expense at its own cost and expense. If , then counsel for the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it defense shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it the Stockholders (subject to the consent of the indemnified partyParent Indemnified Party which consent may not be unreasonably withheld) and the Parent Indemnified Party shall not be required to make any payment with respect to such claim, liability or expense as long as the Stockholders are conducting a good faith and diligent defense at their own expense; provided, however, that the assumption of defense of any such matters by the Stockholders shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The Stockholders shall have the right, with the consent of the Parent Indemnified Party, which consent shall not be unreasonably withheld) as long as , to settle any Parent Indemnified Claims by third parties which are susceptible to being settled provided its obligation to indemnify the indemnifying party is conducting a good faith and diligent defenseParent Indemnified Party therefor will be fully satisfied. The indemnified party Stockholders shall keep the Parent Indemnified Party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the Parent Indemnified Party with all documents and information that the Parent Indemnified Party shall reasonably request and shall consult with the Parent Indemnified Party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the Parent Indemnified Party shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party Stockholders and the indemnified party Parent Indemnified Party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage expense of separate counsel at for the expense of Parent Indemnified Party shall be paid by the indemnifying partyStockholders. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying partyStockholders, or if such diligent good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyconducted, the indemnified party shall have the rightParent Indemnified Party shall, at the expense of the indemnifying partyStockholders, to undertake the defense of such claim or liability (with counsel selected by the indemnified partyParent Indemnified Party), and shall have the right to compromise or settle it, (exercising reasonable business judgment), such claim, liability or expense. If the third party claim such claim, liability or liability expense is one that by its nature cannot be defended solely by the indemnifying partyStockholders, then the indemnified party Parent Indemnified Party shall make available such all information and assistance as that the indemnifying party Stockholders may reasonably request and shall cooperate with the indemnifying party Stockholders in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An Promptly after receipt by an indemnified party may make claims for of notice of any claim, liability or expense to which the indemnification obligations hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third partywould apply, the indemnified party shall also give written notice thereof in writing to the indemnifying party, but the omission to so notify the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall will not relieve the indemnifying party from any liability except to the extent that it is the indemnifying party shall have been prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and any claim nature of such claim, liability or liability being asserted by a third partyexpense and shall specify the provision or provisions of this Agreement under which the Liability or obligation is asserted. Within If within 20 days after receiving such notice the indemnifying party shall give gives written notice to the indemnified party stating whether that it disputes the claim for indemnification and whether it will intends to defend against any third party claim such claim, liability or liability expense at its own cost and expense. If , then counsel for the defense shall be selected by the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, party which consent shall not be unreasonably withheld) and the indemnified party, shall make no payment on such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense. The Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party party, and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party may engage separate counsel at the expense of shall be paid by the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such diligent good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyconducted, the indemnified party shall have the rightparty, shall, at the expense of the indemnifying party, to undertake the defense of such claim claim, liability or liability expense (with counsel selected by the indemnified party), and shall have the right to compromise or settle it, the same (exercising reasonable business judgment). If the third party claim such claim, liability or liability expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such all information and assistance as that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of provided that the indemnifying partyparty reimburses the indemnified party for its reasonable cost and expenses incurred in connection therewith. ARTICLE 8 PROTECTION OF CONFIDENTIAL INFORMATION AND COVENANTS AGAINST COMPETITION 8.1.

Notice; Defense of Claims. An indemnified party under this Section 14 or Section 15 hereof, may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the applicable survival period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall be given reasonably promptly after the indemnified party has determined that a claim for indemnification exists and shall summarize the bases basis for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 10 days after receiving such notice notice, the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 10 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim claims or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being assertedasserted (and in any event within 15 calendar days after the service of the citation or sermons), but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised in writing by the indemnifying party's counsel that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and provided, however, that such claim or liability shall not be compromised or settled without the written consent of the indemnifying party, which consent shall not be unreasonably withheld. If the indemnified party settles or compromises such claim or liability without the prior written consent of the indemnifying party, the indemnifying party will bear no liability hereunder for or with respect to such claim or liability. In the event the indemnified party assumes the defense of the claim or liability, the indemnified party will keep the indemnifying party reasonably informed of the progress of any such defense, compromise or settle it, exercising reasonable business judgmentsettlement. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for ------------------------- indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information (other than any information which would require the indemnified party to waive the attorney- client privilege) and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.undertake

Notice; Defense of Claims. An indemnified party may make claims for Promptly after receipt by a Parent Indemnified Party or a Stockholder Indemnified Party of notice of any claim, liability or expense to which the indemnification obligations hereunder by giving written would apply, the Indemnified Party shall give notice thereof in writing to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being assertedIndemnifying Party, but the failure omission to do so shall notify the Indemnified Party promptly will not relieve the indemnifying party Indemnifying Party from any liability except to the extent that it is the Indemnifying Party shall have been prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and any claim nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability being asserted by a third partyor obligation is asserted. Within 20 If within twenty (20) days after receiving such notice the indemnifying party shall give Indemnifying Party gives written notice to the indemnified party Indemnified Party stating whether that (i) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (ii) that it disputes the claim for indemnification and whether it will intends to defend against any third party claim such claim, liability or liability expense at its own cost and expense. If , then counsel for the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it defense shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it the Indemnifying Party (subject to the consent of the indemnified partyIndemnified Party which consent may not be unreasonably withheld) and the Indemnifying Party shall not be required to make any payment with respect to such claim, liability or expense as long as the Indemnifying Party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by the Indemnifying Party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The Indemnifying Party shall have the right, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld) as long as , to settle any Indemnified Claims by third parties which are susceptible to being settled provided its obligation to indemnify the indemnifying party is conducting a good faith and diligent defenseIndemnified Party therefor will be fully satisfied. The indemnified party Indemnifying Party shall keep the Indemnified Party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the Indemnified Party with all documents and information that the Indemnified Party shall reasonably request and shall consult with the Indemnified Party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the Indemnified Party shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party Indemnifying Party and the indemnified party Indemnified Party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage expense of separate counsel at for the expense of Indemnified Party shall be paid by the indemnifying partyIndemnifying Party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying partyIndemnifying Party, or if such diligent good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyconducted, the indemnified party shall have the rightIndemnified Party shall, at the expense of the indemnifying partyIndemnifying Party, to undertake the defense of such claim or liability (with counsel selected by the indemnified partyIndemnified Party), and shall have the right to compromise or settle it, (exercising reasonable business judgment), such claim, liability or expense. If the third party claim such claim, liability or liability expense is one that by its nature cannot be defended solely by the indemnifying partyIndemnifying Party, then the indemnified party Indemnified Party shall make available such all information and assistance as that the indemnifying party Indemnifying Party may reasonably request and shall cooperate with the indemnifying party Indemnifying Party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party A Buyer Indemnified Party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party Principal Stockholder within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party Buyer Indemnified Party shall also give written notice thereof to the indemnifying party Principal Stockholder promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party Principal Stockholder from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification 32 38 and any claim or liability being asserted by a third party. Within 20 days after receiving such notice notice, the indemnifying party Principal Stockholder shall give written notice to the indemnified party Buyer Indemnified Party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party Principal Stockholder fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party Principal Stockholder shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified partyBuyer Indemnified Party, which consent shall not be unreasonably withheld) as long as the indemnifying party Principal Stockholder is conducting a good faith and diligent defense. The indemnified party Buyer Indemnified Party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; providedPROVIDED, howeverHOWEVER, that if the named parties to the action or proceeding include both the indemnifying party Principal Stockholder and the indemnified party Buyer Indemnified Party and the indemnified party Buyer Indemnified Party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party Buyer Indemnified Party may engage separate counsel at the expense of the indemnifying partyPrincipal Stockholder. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying partyPrincipal Stockholder, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyPrincipal Stockholder, the indemnified party Buyer Indemnified Party shall have the right, at the expense of the indemnifying partyPrincipal Stockholder, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), Buyer Indemnified Party) and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying partyPrincipal Stockholder, then the indemnified party Buyer Indemnified Party shall make available such information and assistance as the indemnifying party Principal Stockholder may reasonably request and shall cooperate with the indemnifying party Principal Stockholder in such defense, at the expense of the indemnifying partyPrincipal Stockholder.

Notice; Defense of Claims. An (a) Promptly after receipt by any indemnified party may make claims for of notice of any claim, liability or expense to which the indemnification obligations hereunder by giving written are reasonably likely to apply, such party shall give notice thereof in writing to the indemnifying other party within (the period in which indemnification claims can be made hereunder"Indemnifying Party"). If indemnification is sought for a claim Such notice shall state the information then available regarding the amount and nature of such claim, liability or liability asserted by a third party, the indemnified party shall also expense. Failure to give written notice thereof as required pursuant to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so this Agreement shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by Indemnifying Party of its indemnification obligations hereunder unless the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 days after receiving such notice the indemnifying party shall to give written notice to the indemnified party stating whether it disputes Indemnifying Party materially prejudices the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. Indemnifying Party. (b) The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party Indemnifying Party shall have the right, exercisable upon written notice to the party demanding indemnification (the "Indemnified Party") within 20 days after receiving the notice referred to in Section 5.5(a), at its expense, to defend, contest, protest, settle and otherwise control the resolution of any such claim, action or proceeding. The Indemnifying Party shall keep the Indemnified Party apprised of developments with respect to any such claim, action or proceeding, and the Indemnified Party shall have the right to consult with the Indemnifying Party, and to participate therein, subject to the Indemnifying Party's right of control thereof, at the Indemnified Party's expense of the indemnifying party, to undertake the defense of such claim or liability (and with counsel selected by the indemnified partyIndemnified Party. If the Indemnifying Party shall notify the Indemnified Party that the Indemnifying Party has elected to assume any such defense, contest or protest, then the Indemnifying Party shall not be liable to the Indemnified Party hereunder for any legal or other expense subsequently incurred by the Indemnified Party in connection therewith. (c) If the Indemnifying Party does not notify the Indemnified Party of its election to defend any claim as provided in Section 5.5(b), then the Indemnified Party may defend, contest, protest, settle and otherwise control the resolution of such claim, action or proceeding. The Indemnified Party shall keep the Indemnifying Party apprised of developments with respect to any such claim, action or proceeding, and the Indemnifying Party shall have the right to consult with the Indemnified Party, and to compromise or settle itparticipate therein, exercising reasonable business judgmentsubject to the Indemnified Party's right of control thereof, at the Indemnifying Party's expense and with counsel selected by the Indemnifying Party. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying partysuch event, then the indemnified party Indemnified Party shall make available such information and assistance as not be liable to the indemnifying party may reasonably request and shall cooperate with Indemnifying Party hereunder for any legal or other expense subsequently incurred by the indemnifying party Indemnifying Party in such defense, at the expense of the indemnifying partyconnection therewith.

Notice; Defense of Claims. An indemnified party Indemnified Party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party Indemnifying Party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party Indemnified Party shall also give written notice thereof to the indemnifying party Indemnifying Party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party Indemnifying Party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 days after receiving such notice notice, the indemnifying party Indemnifying Party shall give written notice to the indemnified party Indemnified Party stating whether it disputes the claim for indemnification and whether it will defend against any third third-party claim or liability at its own cost and expense. If the indemnifying party Indemnifying Party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party Indemnifying Party shall be entitled to direct the defense against a third third-party claim or liability with counsel selected by it (subject to the consent of the indemnified partyIndemnified Party, which consent shall not be unreasonably withheld) as long as the indemnifying party Indemnifying Party is conducting a good faith and diligent defense. The indemnified party Indemnified Party shall at all times have the right to fully participate in the defense of a third third-party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party Indemnifying Party and the indemnified party Indemnified Party, and the indemnified party Indemnified Party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party Indemnified Party may engage separate counsel at the expense of the indemnifying partyIndemnifying Party. If no such notice of intent to dispute and defend a third third-party claim or liability is given by the indemnifying partyIndemnifying Party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyIndemnifying Party, the indemnified party Indemnified Party shall have the right, at the expense of the indemnifying partyIndemnifying Party, to undertake the defense of such claim or liability (with counsel selected by the indemnified partyIndemnified Party), and to compromise or settle it, exercising reasonable business judgment. If the third third-party claim or liability is one that by its nature cannot be defended solely by the indemnifying partyIndemnifying Party, then the indemnified party Indemnified Party shall make available such information and assistance as the indemnifying party Indemnifying Party may reasonably request and shall cooperate with the indemnifying party Indemnifying Party in such defense, at the expense of the indemnifying partyIndemnifying Party. Except for claims of fraud, intentional misrepresentation, and willful misconduct of Seller, and claims for breach of Seller's representations regarding broker fees, Buyer shall not have the right to bring any claim for indemnification with respect to the breach of a representation or warranty until the aggregate amount of Buyer claims for indemnification exceed $30,000. Once said $30,000 threshold is met, however, such indemnification shall commence at $30,000.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunderhereunder as set forth in Sections 9.1.2, 9.2.2 and 9.4. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party as reasonably promptly as practicable after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 thirty (30) days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and reasonably diligent defense. In such an event, the indemnifying party will not settle the subject claim without the prior written consent of the indemnified party, which consent will not be unreasonably withheld unless, pursuant to or as a result of such compromise or settlement, (A) injunctive relief or specific performance would be imposed against the indemnified party, or (B) the indemnified party is not released from all liability arising from such indemnification claim. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at counsel. In such an event, the expense indemnifying party will still have all of its obligations hereunder provided that the indemnified party will not settle the subject claim without the prior written consent of the indemnifying party, which consent will not be unreasonably withheld. If no (a) the indemnifying party fails to give notice that it disputes an indemnification claim within such notice 30-day period, it shall be deemed to have elected not to conduct the defense of intent to dispute and defend a third party the subject claim or liability is given by (b) the indemnifying partyparty does not conduct the defense in good faith, or if and in such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, event the indemnified party shall have the rightright to conduct the defense in good faith and to compromise and settle the claim in good faith and the indemnifying party will be liable for all reasonable costs, at expenses, settlement amounts or other Parent Losses or Company Losses, as applicable, paid or incurred in connection therewith; provided, however, that no such compromise or settlement shall be effected without the expense prior written consent (which shall not be unreasonably withheld or delayed) of the indemnifying party if, pursuant to or as a result of such compromise or settlement, (A) injunctive relief or specific performance would be imposed against the indemnifying party, or (B) if the indemnifying party is also named as a party to undertake such claim, such compromise or settlement does not expressly and unconditionally release the defense indemnifying party from all liabilities and obligations to the third party claimant (without limitation of such claim or liability (with counsel selected by the indemnified party)’s rights against the indemnifying party hereunder) with respect to such claim, and to compromise or settle it, exercising reasonable business judgmentwithout prejudice. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party A Parent Indemnified Party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party Shareholders’ Representative within the period in which indemnification claims can be made hereunder. A Shareholder Indemnified Party may make claims for indemnification hereunder by giving written notice thereof to Parent within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 thirty (30) days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 thirty (30) days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. If the indemnifying party gives notice that it disputes an indemnification claim within such thirty (30) day period and after such thirty (30) day period there remains a dispute as to any claims, the indemnified party and indemnifying party shall attempt in good faith for an additional thirty (30) days to agree upon the rights of the respective parties with respect to each of such claims. If the indemnified party and indemnifying party should so agree, a written certification setting forth such agreement shall be prepared and signed by both parties (with the Shareholders’ Representative signing on behalf of any Shareholder Indemnified Party). The indemnifying party shall, if agreed in such certification, make payment for claims or other disposition as agreed in such certification and such performance shall satisfy all of the indemnifying party’s obligations as to such claim. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified A party (including, for purposes of this Section 7.4, a Buyer Indemnified Party) may make claims for indemnification or damages hereunder by giving written notice thereof to the indemnifying responsible party within the period in which indemnification such claims can be made hereunder. If indemnification or damages is sought for a claim or liability asserted by a third party, the indemnified claiming party shall also give written notice thereof to the indemnifying responsible party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying responsible party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 days after receiving such notice the indemnifying responsible party shall give written notice to the indemnified claiming party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying responsible party fails to give notice that it disputes an indemnification a claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying responsible party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified claiming party, which consent shall not be unreasonably withheld) as long as the indemnifying responsible party is conducting a good faith and diligent defense. The indemnified claiming party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying responsible party and the indemnified claiming party and the indemnified claiming party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified claiming party may engage separate counsel at the expense of the indemnifying responsible party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying responsible party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying responsible party, the indemnified claiming party shall have the right, at the expense of the indemnifying responsible party, to undertake the defense of such claim or liability (with counsel selected by the indemnified claiming party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying responsible party, then the indemnified claiming party shall make available such information and assistance as the indemnifying responsible party may reasonably request and shall cooperate with the indemnifying responsible party in such defense, at the expense of the indemnifying responsible party.

Notice; Defense of Claims. An Promptly after receipt by an indemnified party may make claims for of notice of any claim, liability or expense to which the indemnification obligations hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third partywould apply, the indemnified party shall also give written notice thereof in writing to the indemnifying party, but the omission to so notify the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall will not relieve the indemnifying party from any liability except to the extent that it is the indemnifying party shall have been prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and any claim nature of such claim, liability or expense and shall specify the provision or provisions of thisAgreement under which the liability being asserted by a third partyor obligation is asserted. Within If within 20 days after receiving such notice the indemnifying party shall give gives written notice to the indemnified party stating whether that it disputes the claim for indemnification and whether it will intends to defend against any third party claim such claim, liability or liability expense at its own cost and expense. If , then counsel for the defense shall be selected by the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, party which consent shall not be unreasonably withheld) and the indemnified party shall make no payment on such claim, liability or expense as long as the indemnifying party is in conducting a good faith and diligent defense. The Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation representations of both parties by the same counsel would be inappropriate under applicable standards standard of professional conduct, the expense of separate counsel for the indemnified party may engage separate counsel at the expense of shall be paid by the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such diligent good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyconducted, the indemnified party shall have the rightshall, at the expense of the indemnifying party, to ,undertake the defense of such claim claim, liability or liability expense (with counsel selected by the indemnified party), and shall have the right to compromise or settle it, the same (exercising reasonable business judgment). If the third party claim such claim, liability or liability expense is one that by its nature cannot be defended solely by the indemnifying indemnify party, then the indemnified party shall make available such all information and assistance as that the indemnifying indemnify party may reasonably request and shall cooperate with the indemnifying indemnify party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party Any Indemnified Party may make claims for indemnification hereunder by giving prompt written notice thereof to the indemnifying party within Equityholders’ Representative, in the period case of claims made by a Purchaser Indemnified Party, or to Purchaser, in which indemnification the case of claims can be made hereunderby a US Equityholder. If indemnification is sought for a claim by or liability asserted by a in respect of any third party, the indemnified party Indemnified Party shall also give written notice thereof the Equityholders’ Representative or Purchaser, as the applicable Indemnifying Party, a Claim Notice as to which such Indemnified Party may request indemnification hereunder or as to which the indemnifying party promptly after it receives notice Basket may be applied as soon as is practicable and in any event within twenty (20) days of the claim or liability being assertedtime that such Indemnified Party learns of such claim; provided, but however, that the failure to do so shall not relieve the indemnifying party Indemnified Party from any liability Liability except to the extent that it is materially prejudiced by the failure or delay in giving such notice. Such notice shall summarize In the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against case of any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim Equityholders’ Representative or liability with counsel selected by it (subject to the consent Purchaser, as or on behalf of the indemnified partyapplicable Indemnifying Parties, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in direct, through counsel reasonably determined by it, the defense or settlement of a third party claim or liability at its own expense directly or through counselany such claim; provided, however, that if the named parties prior to the action or proceeding include both Indemnifying Party assuming control of such defense, it shall first verify in writing to the indemnifying party and the indemnified party and the indemnified party is advised Indemnified Party that representation such Indemnifying Party shall be fully responsible (with no reservation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no any rights) for all Liabilities relating to such notice of intent to dispute and defend a third party claim or liability is given and that it shall provide full indemnification (subject to the limitations on the Indemnifying Party’s obligations to provide indemnification as may be set forth herein) to the Indemnified Party with respect to such third party claim by paying any resulting Losses directly to the parties entitled thereto upon resolution of such claims; provided further that the Indemnifying Party shall not have the right to assume control of such defense and shall pay the reasonable fees and expenses of counsel retained by the indemnifying party, or Indemnified Party if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle itthe extent the Indemnifying Party is determined to have to pay Losses to the Indemnified Party, exercising reasonable business judgment. If if the third party claim which the Indemnifying Party seeks to assume control: (i) seeks non-monetary relief or, in the case of a Governmental Body, the imposition of a fine or liability other disciplinary remedy, (ii) involves criminal or quasi-criminal allegations, (iii) involves a Customer or Supplier or (iv) involves a claim which the Indemnifying Party failed or is one that by failing to vigorously prosecute or defend. If the Equityholders’ Representative or Purchaser, as or on behalf of the applicable Indemnifying Parties, elects to assume the defense of any such claim, the Equityholders’ Representative or Purchaser, as applicable, shall consult with the Indemnified Party for the purpose of allowing the Indemnified Party to participate in such defense. If the Equityholders’ Representative or Purchaser, as or on behalf of the applicable Indemnifying Parties, elects not to defend or if, after commencing or undertaking any such defense, the Equityholders’ Representative or Purchaser, as applicable, fails to diligently prosecute or withdraws from such defense, the Indemnified Party shall have the right to undertake the defense. If the Equityholders’ Representative or Purchaser, as or on behalf of the applicable Indemnifying Parties, does not so assume control of such defense, the Indemnified Party shall control such defense. The Non-controlling Party may participate therein at its nature canown expense, which expense shall not be defended solely by recoverable as part of any indemnification claim. The Non-controlling Party shall provide, and shall cause Purchaser, the indemnifying partyCompany and its Subsidiaries or the US Equityholders to provide, as applicable, the Controlling Party and its counsel with access to its records and personnel relating to any such third party claim during normal business hours and shall otherwise cooperate with the Controlling Party in the defense or settlement thereof. If the Controlling Party elects to direct the defense of any such claim, the Non-controlling Party shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability unless Controlling Party consents in writing to such payment. If the Controlling Party assumes the defense of any such claim and proposes to settle such claim prior to a final judgment thereon, then the indemnified party Controlling Party shall make available give the Non-controlling Party prompt written notice thereof, and the Non-controlling Party shall have the right to approve (such information and assistance as approval not to be unreasonably withheld, conditioned or delayed) the indemnifying party settlement of such Proceeding; provided, that in the case where the Controlling Party is Purchaser, Purchaser may reasonably request and shall cooperate with settle any such claim without the indemnifying party in such defense, at the expense approval of the indemnifying partyEquityholders’ Representative or any other Person, but such settlement of any such claim shall not be determinative of the amount of Losses relating to such matter except to the extent the settlement reduces the amount of the Losses.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is materially prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases basis for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 twenty-five (25) calendar days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it consents to the claim or whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party consents to the claim, the claim shall become immediately due and payable. If the indemnifying party has not responded to the indemnified party’s initial notice within ten (10) calendar days of the indemnifying party’s receipt of such initial notice, the indemnified party shall provide to the indemnified party an additional notice in writing. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 twenty five (25) calendar days after receipt of notice thereofthis additional notice, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability liability, including but not limited to any claim or action relating to the Company’s prior tax filings and any other tax liabilities, with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. The indemnifying party shall have the right to approve or settle any such dispute, but only with the prior written consent of the indemnified party, which consent will not be unreasonably withheld. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.business

Notice; Defense of Claims. An indemnified party Indemnified Party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party Indemnified Party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall reasonably summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 thirty (30) days after receiving such notice the indemnifying party shall give written notice to the indemnified party Indemnified Party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 thirty (30) days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the each indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and 41 diligent defense. The Each indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include either both the indemnifying party and/or one or more Indemnified Parties and the indemnified party and the indemnified party an Indemnified Party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party an Indemnified Party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to, after three (3) business days notice to the indemnifying party of its intent to do so, undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An Except for Buyer Indemnified Losses ------------------------- under the Escrow Agreement (which shall be administered exclusively in accordance with the terms and procedures set forth in the Escrow Agreement), promptly after receipt by an indemnified party may make claims for of notice of any claim, liability or expense to which the indemnification obligations hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third partywould apply, the indemnified party shall also give written notice thereof in writing to the indemnifying party, but the omission to so notify the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall will not relieve the indemnifying party from any liability except to the extent that it is the indemnifying party shall have been prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and any claim nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability being asserted by a third partyor obligation is asserted. Within If within 20 days after receiving such notice the indemnifying party shall give gives written notice to the indemnified party stating whether that (i) it would be liable under the provisions hereof for indemnity in the amount of such claim, liability or expense if such claim were successful and (ii) that it disputes the claim for indemnification and whether it will intends to defend against any third party claim such claim, liability or liability expense at its own cost and expense. If , then counsel for the defense shall be selected by the indemnifying party fails (subject to give notice the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that it disputes an indemnification claim within 20 days after receipt -------- ------- the assumption of notice thereof, it defense of any such matters by the indemnifying party shall be deemed to have accepted and agreed relate solely to the claim, liability or expense that is subject or potentially subject to indemnification; provided further that prior to such assumption of -------- ------- defense the indemnifying party shall enter into an agreement with the indemnified party in form and substance satisfactory to the indemnified party pursuant to which shall become immediately due the indemnifying party guarantees the payment and payableperformance of any liability or obligation which may arise out of or in any way relating to such claim, liability or expense or the facts giving rise thereto and provides to the indemnified party evidence satisfactory to the indemnified party of the indemnifying party's ability to pay in full any amount which may be payable with respect to such claim, liability or expense or the facts giving rise thereto. The indemnifying party shall be entitled to direct have the defense against a third party claim or liability right, with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as , to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided its obligation to indemnify the indemnifying party is conducting a good faith and diligent defensetherefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated to the contrary, the indemnified party shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or -------- ------- proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage shall be entitled to retain separate counsel at counsel, the expense of which shall be paid by the indemnifying party provided that such counsel is selected by the indemnifying party and such counsel is reasonably acceptable to the indemnified party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyconducted, the indemnified party shall have the rightshall, at the reasonable expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and shall have the right to compromise or settle it, (exercising reasonable business judgment), such claim, liability or expense. If the third party claim such claim, liability or liability expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such all information and assistance as that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An Promptly after receipt by an indemnified party may make claims for of notice of any Loss to which the indemnification obligations hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third partywould apply, the indemnified party shall also promptly give written notice thereof in writing to the indemnifying party promptly after it receives notice of (Buyer with respect to claims by Seller Indemnified Parties and BIB or a Seller, as the claim or liability being assertedcase may be, with respect to claims by Buyer Indemnified Parties), but the failure omission to do so shall notify the indemnifying party promptly will not relieve the indemnifying party from any liability except to the extent that it is the indemnifying party shall have been prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and any claim nature of the Loss and shall specify the provision or liability being asserted by a third partyprovisions of this Agreement under which the Loss is asserted. Within If within 20 days after receiving such notice the indemnifying party shall give gives written notice to the indemnified party stating whether that it disputes the claim for indemnification and whether it will intends to defend against any third party claim or liability such Loss at its own cost and expense. If expense and confirms that it will be responsible for the Loss under Article 8 if such defense is not successful, then counsel for the defense shall be selected by the indemnifying party, which counsel shall be reasonably satisfactory to the indemnified party, and the indemnifying party fails shall not be required to give notice make any payment with respect to such Loss prior to resolution of such Loss as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that it disputes an indemnification claim within 20 days after receipt the assumption of notice thereof, it defense of any such matters by the indemnifying party shall be deemed to have accepted and agreed relate solely to the claimLoss that is subject or potentially subject to indemnification. The indemnified party shall cooperate in all reasonable respects, which shall become immediately due at the indemnifying party's request and payablecost, risk and expense, with the indemnifying party and its attorneys in the investigation, trial and defense of such Loss and any resulting suit, proceeding or enforcement action and any appeal therefrom. The indemnifying party shall be entitled to direct have the defense against a third party claim or liability right, with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the , to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled. The indemnifying party is conducting a good faith shall keep the indemnified party apprised of the status of the Loss and diligent defenseany resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. The Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party may engage separate counsel at the expense of shall be paid by the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such diligent good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyconducted, the indemnified party shall have the rightshall, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and shall have the right to compromise or settle it, exercising reasonable business judgmentsuch Loss. If the third party claim or liability such Loss is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such all information and assistance as that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense. Notwithstanding the foregoing, BIB shall have the right at its expense to control the expense defense of any action in connection with the two letters attached in Section 8.1(c) of the indemnifying partyDisclosure Schedules, except to the extent that such matters involve the same allegations and persons as any of the pending litigations set forth in Section 2.1(p) of the Disclosure Schedules, using counsel selected by BIB and shall have the right in its sole discretion to defend, compromise or settle any such action. Notwithstanding the foregoing, all matters relating to the defense of Tax audits shall be governed by Section 5.14(c).

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder, provided that if the party seeking indemnification is a Parent Indemnified Party it shall, at its option, either (a) provide notice of such claim to the Stockholder, Xxxxxxxx and Xxx. Xxxxxxxx contemporaneously or (b) provide notice of such claim to the party or parties from whom it elects to seek indemnification, acknowledge that it has not provided notice to all parties and acknowledge that the party or parties receiving such notice may elect to provide notice to all other parties. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 twenty (20) days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 twenty (20) days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised in writing by its counsel that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. The indemnifying party may not compromise or settle such claim or liability unless the compromise or settlement includes a release of all liability against the indemnified party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An Promptly after receipt by an indemnified party may make claims for of notice of any claim, liability or expense to which the indemnification obligations hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third partywould apply, the indemnified party shall also give written notice thereof in writing to the indemnifying party, but the omission to so notify the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall will not relieve the indemnifying party from any liability except to the extent that it is the indemnifying party shall have been prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and any claim nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability being asserted by a third partyor obligation is asserted. Within If within 20 days after receiving such notice the indemnifying party shall give gives written notice to the indemnified party stating that (i) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful, (ii) that it shall be fully responsible (with no reservation of any rights) for all liabilities relating to such claim, liability or expense and that it will provide full indemnification (whether or not otherwise required hereunder) to the indemnified party with respect to such claim, liability or expense and (iii) that it disputes the claim for indemnification and whether it will intends to defend against any third party claim such claim, liability or liability expense at its own cost and expense. If , then counsel for the defense shall be selected by the indemnifying party fails (subject to give notice the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that it disputes an indemnification claim within 20 days after receipt the assumption of notice thereof, it defense of any such matters by the indemnifying party shall be deemed to have accepted and agreed relate solely to the claim, liability or expense that is subject or potentially subject to indemnification, and provided further that prior to such assumption of defense the indemnifying party shall enter into an agreement with the indemnified party in form and substance satisfactory to the indemnified party pursuant to which shall become immediately due the indemnifying party unconditionally guarantees the payment and payableperformance of any liability or obligation which may arise out of or in any way relating to such claim, liability or expense or the facts giving rise thereto. The indemnifying party shall be entitled to direct have the defense against a third party claim or liability right, with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as , to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided its obligation to indemnify the indemnifying party is conducting a good faith and diligent defensetherefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated to the contrary, the indemnified party shall at all times have the right to fully participate fullyparticipate in the such defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party may engage separate counsel at the expense of shall be paid by the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such diligent good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyconducted, the indemnified party shall have the rightshall, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and shall have the right to compromise or settle it, (exercising reasonable business judgment), such claim, liability or expense. If the third party claim such claim, liability or liability expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such all information and assistance as that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make ------------------------- claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being assertedasserted (and in any event within 15 calendar days after the service of the citation or sermons), but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised in writing by the indemnifying party's counsel that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and provided, however, that such claim or liability shall not be compromised or settled without the written consent of the indemnifying party, which consent shall not be unreasonably withheld. If the indemnified party settles or compromises such claim or liability without the prior written consent of the indemnifying party, the indemnifying party will bear no liability hereunder for or with respect to such claim or liability. In the event the indemnified party assumes the defense of the claim or liability, the indemnified party will keep the indemnifying party reasonably informed of the progress of any such defense, compromise or settle it, exercising reasonable business judgmentsettlement. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder, provided that if the party seeking indemnification is a HBIO Indemnified Party it shall, at its option, either (a) provide notice of such claim to all Company Parties contemporaneously or (b) provide notice of such claim to the Company Party or Company Parties from whom it elects to seek indemnification, acknowledge that it has not provided notice to all Company Parties and acknowledge that the Company Party or Company Parties receiving such notice may elect to provide notice to all Company Parties. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 twenty (20) days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 twenty (20) days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised in writing by its counsel that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. The indemnifying party may not compromise or settle such claim or liability unless the compromise or settlement includes a release of all liability against the indemnified party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified Promptly after receipt by an Indemnified Party of notice of any third party may make claims for or other claim, liability or expense to which the indemnification obligations hereunder by giving written would apply, including in connection with any governmental proceeding, the Indemnified Party shall give notice thereof in writing to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being assertedCompany, but the failure omission to do so shall notify the Company promptly will not relieve the indemnifying party Company from any liability except except, and only to the extent extent, that it is the Company shall have been materially prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and nature of such claim, liability or expense. In the case of any claim or liability being asserted by a third party. Within 20 party claim, if within twenty (20) days after receiving such the notice described in the indemnifying party shall give preceding paragraph the Company (i) gives written notice to the indemnified party Indemnified Party or Parties stating whether that it disputes the claim for indemnification and whether it will intends to defend in good faith against any third party claim such claim, liability or liability expense at its own cost and expense. If expense and (ii) provides assurance and security reasonably acceptable to such Indemnified Party or Parties that such indemnification will be paid fully and promptly if required and such Indemnified Party or Parties will not incur cost or expense during the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereofproceeding, it then counsel for the defense shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it the Company (subject to the consent of the indemnified partysuch Indemnified Party or Parties, which consent shall not be unreasonably withheld) and such Indemnified Party or Parties shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party Company is conducting a good faith and diligent defensedefense at its own expense; provided, however, that the assumption of defense of any such matters by the Company shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. If the Company assumes such defense in accordance with the preceding sentence, it shall have the right, with the consent of such Indemnified Party or Parties, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the Company's obligation to indemnify such Indemnified Party or Parties therefor will be fully satisfied and the settlement includes a complete release of such Indemnified Party or Parties. The indemnified party Company shall keep such Indemnified Party or Parties apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish such Indemnified Party or Parties with all documents and information that such Indemnified Party or Parties shall reasonably request and shall consult with such Indemnified Party or Parties prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, such Indemnified Party or Parties shall at all times have the right to fully participate in the such defense of a third party claim or liability at its or their own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party Company and the indemnified party Indemnified Party or Parties and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage expense of separate counsel at for such Indemnified Party or Parties shall be paid by the expense of Company. The Indemnified Party or Parties shall make available all information and assistance that the indemnifying partyCompany may reasonably request and shall cooperate with the Company in such defense. If no such the Company does not give notice of its intent to dispute and defend a against any third party claim or other claim, liability is given by or expense in accordance with the indemnifying partyforegoing paragraph, or if such diligent good faith and diligent defense is not being or ceases to be conducted conducted, the Indemnified Party or Parties will have the right to retain its or their own counsel in any such action and all fees, disbursements and other charges incurred in the investigation, defense and/or settlement of such action shall be advanced and reimbursed by the indemnifying party, the indemnified party Company promptly as they are incurred and shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and right to compromise or settle itsuch claim, exercising reasonable business judgment. If liability or expense; provided, however, that the third party claim Indemnified Party or liability Parties shall agree to repay any expenses so advanced hereunder if it is one ultimately determined by a court of competent jurisdiction that by its nature canthe Indemnified Party or Parties to whom such expenses are advanced is or are not entitled to be defended solely by indemnified as a matter of law or under the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense terms of the indemnifying partythis Agreement.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is materially prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 thirty (30) days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 thirty (30) days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party (provided such indemnifying party acknowledges its obligation to indemnify if adversely determined) shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if If the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. The indemnifying party shall have the right to compromise or settle any such dispute if such settlement includes an unconditional release of all claims against the indemnified party. If such settlement does not include an unconditional release of all claims against the indemnified party, the settlement shall be subject to the prior written consent of the indemnified party (which consent shall not be unreasonably withheld, delayed or conditioned). If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified (a) Each party may make claims to this Agreement shall give prompt written notice to the other party to this Agreement of each claim for indemnification hereunder by giving written specifying the amount and nature of the claim, and of any matter which is likely to give rise to an indemnification claim. Failure to give timely notice thereof of a matter which may give rise to an indemnification claim shall not affect the rights of the indemnified party to collect such claim from the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by failure to so notify materially adversely affects the failure or delay in giving indemnifying party's ability to defend such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by against a third party. Within 20 days after receiving such notice In any case in which a claim for indemnification involves a claim brought by a third party ("Third Party Claim") and the indemnifying party shall give written notice has not exercised its rights to the indemnified party stating whether it disputes the claim for indemnification assume and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in control the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation such matter as provided under subparagraph (b) of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying partythis Section 12.3, the indemnified party shall have the rightright (but not the obligation) to assume and control the defense of any such matter or its settlement, provided that the indemnifying party may participate in the defense at its own expense and provided, further, that the expense indemnified party shall keep the indemnifying party informed as to the status of the defense and shall not take any significant action in the defense thereof or consent to entry of judgment or enter into any settlement thereof without the consent of the indemnifying party, party which shall not be unreasonably withheld or delayed. Where the indemnified party does not exercise its right to undertake assume and control the defense of such matter or its settlement or the indemnifying party has exercised its rights to assume and control the defense of such matter as provided under subparagraph (b) of this Section 12.3, the indemnifying party shall assume and control the defense of such matter or its settlement at its own expense, provided that the indemnified party may participate in the defense at its own expense and, provided, further, that the indemnifying party will keep the indemnified party informed as to the status of the defense and will not, except with the consent of the indemnified party (which shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement which involves more than the payment of money or which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or liability litigation. (b) The indemnifying party will thirty (30) days (or ten (10) days in the case of a Third Party Claim with counsel selected respect to which a complaint has been filed) after receipt by the indemnifying party of the written notification from the indemnified party), party of the Third Party Claim advise the indemnified party whether the indemnifying party elects to assume and to compromise or settle it, exercising reasonable business judgmentcontrol the defense and settlement of the Third Party Claim. If the third indemnifying party claim elects to assume and control the defense and settlement of the Third Party Claim, the indemnifying party shall provide to the indemnified party at the time of such election the following documents: (i) written notice that the indemnifying party undertakes such obligations and (ii) an agreement to indemnify the indemnified party for all damages, liabilities, losses and expenses with respect to such Third Party Claim in accordance with the terms of this Article 12. Upon the delivery of the above items, the indemnifying party will have the right to diligently, through counsel of its own choice, control the good faith defense or liability is one that by settlement of such Third Party Claim provided the indemnified party will have the right to participate in such defense and settlement discussions, through counsel of its nature cannot own choice and at its own expense, and the indemnified party will have the right to approve any proposed settlement to the extent provided for in Section 12.3(a). Any failure on the part of the indemnifying party of notifying the indemnified party within the time period provided above regarding the election shall be defended solely deemed an election by the indemnifying party, then party not to assume and control the indemnified party shall make available such information defense and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense settlement of the indemnifying partyThird Party Claim.

Notice; Defense of Claims. An indemnified party may shall make claims for indemnification hereunder by giving written notice thereof to the indemnifying party promptly on discovery and in any event within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for 58 indemnification and any claim or liability being asserted by a third party. Within 20 days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An (a) Promptly after receipt by an indemnified party may make claims for of notice of any claim, liability or expense to which the indemnification obligations hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third partywould apply, the indemnified party shall also give written notice thereof in writing to the indemnifying party promptly after it receives notice of (Natrol with respect to claims by any Stockholder and the claim or liability being assertedRepresentative, with respect to claims by Buyer Indemnified Parties), but the failure omission to do so shall notify the indemnifying party promptly will not relieve the indemnifying party from any liability except to the extent that it is the indemnifying party shall have been prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and any claim nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability being asserted by a third partyor obligation is asserted. Within Other than with respect to the Basic Litigation and proceedings referred to in Section 5.02(d) ("Agency Proceedings"), if within 20 business days after receiving such notice the indemnifying party shall give gives written notice to the indemnified party stating that (i) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful (ii) that it shall be fully responsible (with no reservation of any rights) for all liabilities relating to such claim, liability or expense and that it will provide full indemnification (whether or not otherwise required hereunder) to the indemnified party with respect to such claim, liability or expense and (iii) that it disputes the claim for indemnification and whether it will intends to defend against any third party claim such claim, liability or liability expense at its own cost and expense. If , then counsel for the defense shall be selected by the indemnifying party fails (subject to give notice the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; PROVIDED, HOWEVER, that it disputes an indemnification claim within 20 days after receipt the assumption of notice thereof, it defense of any such matters by the indemnifying party shall be deemed to have accepted and agreed relate solely to the claim, liability or expense that is subject or potentially subject to indemnification, and PROVIDED FURTHER that prior to such assumption of defense the indemnifying party shall enter into an agreement with the indemnified party in form and substance satisfactory to the indemnified party pursuant to which shall become immediately due the indemnifying party (i) unconditionally guarantees the payment and payableperformance of any liability or obligation which may arise out of or in any way relating to such claim, liability or expense or the facts giving rise thereto and (ii) provides the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party will have the financial resources to defend the claim, liability or expense and to pay and perform any liability or obligation which may arise out of or in any way relating to such claim, liability or expense or the facts giving rise thereto. The indemnifying party shall be entitled to direct have the defense against a third party claim or liability right, with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as , to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided its obligation to indemnify the indemnifying party is conducting a good faith and diligent defensetherefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated to the contrary, the indemnified party shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; providedPROVIDED, howeverHOWEVER, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would would, in the reasonable judgment of the indemnified party and its counsel, be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party may engage separate counsel at the expense of shall be paid by the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such diligent good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyconducted, the indemnified party shall have the rightshall, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and shall have the right to compromise or settle it, (exercising reasonable business judgment), such claim, liability or expense. If the third party claim such claim, liability or liability expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such all information and assistance as that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense. (b) Notwithstanding the provisions of Section 5.06(a), the Stockholders shall not be entitled to assume the defense of the Basic Litigation or any Agency Proceeding in accordance with Section 5.06(a). The defense of the Basic Litigation or any Agency Proceeding shall be conducted by or at the expense direction of Natrol. The Representative shall be entitled to receive any and all information reasonably requested by him with respect to the Basic Litigation or any Agency Proceeding and shall be entitled to participate with representatives of Natrol in the defense of the indemnifying partyBasic Litigation or any Agency Proceeding. Each of the Stockholders agrees to cooperate with the defense of the Basic Litigation or any Agency Proceeding by Natrol and shall take all actions reasonably requested by Natrol in connection therewith. Notwithstanding the foregoing, Natrol shall not have the right to settle the Basic Litigation or any Agency Proceeding without the consent of the Representative, which consent shall not be unreasonably withheld.

Notice; Defense of Claims. An (a) Promptly after receipt by any indemnified party may make claims for of notice of any claim, liability or expense to which the indemnification obligations hereunder by giving written are reasonably likely to apply, such party shall give notice thereof in writing to (i) Dynatech, in the indemnifying party within case of an indemnification demand by the period Buyers, or (ii) BioAnalysis, in which the case of an indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted demand by a third partythe Sellers (as the case may be, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice"Indemnifying Party"). Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and any claim or liability being asserted by a third party. Within 20 days after receiving nature of such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. liability or expense. (b) The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party Indemnifying Party shall have the right, exercisable upon written notice to the party demanding indemnification (the "Indemnified Party") within 20 days after receiving the notice referred to in Section 9.5(a), at its expense, to defend, contest, protest, settle and otherwise control the resolution of any such claim, action or proceeding. The Indemnifying Party shall keep the Indemnified Party apprised of developments with respect to any such claim, action or proceeding, and the Indemnified Party shall have the right to consult with the Indemnifying Party, and to participate therein, subject to the Indemnifying Party's right of control thereof, at the Indemnified Party's expense of the indemnifying party, to undertake the defense of such claim or liability (and with counsel selected by the indemnified partyIndemnified Party. If the Indemnifying Party shall notify the Indemnified Party that the Indemnifying Party has elected to assume any such defense, contest or protest, then the Indemnifying Party shall not be liable to the Indemnified Party hereunder for any legal or other expense subsequently incurred by the Indemnified Party in connection therewith. (c) If the Indemnifying Party does not notify the Indemnified Party of its election to defend any claim as provided in Section 9.5(b), then the Indemnified Party may defend, contest, protest, settle and otherwise control the resolution of such claim, action or proceeding. The Indemnified Party shall keep the Indemnifying Party apprised of developments with respect to any such claim, action or proceeding, and the Indemnifying Party shall have the right to consult with the Indemnified Party, and to compromise or settle itparticipate therein, exercising reasonable business judgmentsubject to the Indemnified Party's right of control thereof, at the Indemnifying Party's expense and with counsel selected by the Indemnifying Party. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying partysuch event, then the indemnified party Indemnified Party shall make available such information and assistance as not be liable to the indemnifying party may reasonably request and shall cooperate with Indemnifying Party hereunder for any legal or other expense subsequently incurred by the indemnifying party Indemnifying Party in such defense, at the expense of the indemnifying partyconnection therewith.

Notice; Defense of Claims. (a) An indemnified party Indemnified Party may only make claims for indemnification hereunder by giving written notice and evidence thereof to the indemnifying party SELLER within (i) the period in which indemnification claims can be made hereunderInitial Indemnification Period, or (ii) the Extended Indemnification Period for tax and URSSAF matters. If indemnification is sought for a claim or liability asserted by a third partyparty (a “Third Party Claim”), the indemnified party Indemnified Party shall also give written notice thereof to the indemnifying party promptly SELLER within ten (10) business days after it receives notice of the claim or liability being assertedThird Party Claim, but provided however the failure to do so give such notice shall not relieve limit the indemnifying party from Indemnified Party’s right to indemnification except however that such failure does not prejudice SELLER's ability to remedy such breach and defend any liability except resulting claim, and the indemnification shall not be extended to the extent that it is prejudiced prejudice caused by the failure or delay delay. All notices to SELLER shall be sent as required in giving such noticeSection 7.5. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. hereunder. (b) Within 20 twenty (20) business days after receiving such notice from the indemnifying party Indemnified Party, the SELLER shall give written notice to the indemnified party Indemnified Party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability Third Party Claim at its own cost and expense. If the indemnifying party SELLER fails to give notice that it disputes an indemnification claim within 20 business days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. . (c) The indemnifying party shall be entitled to SELLER with his own selected counsel may direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defenseThird Party Claim. The indemnified party Indemnified Party shall at all times have the right to fully participate in the defense of against a third party claim or liability Third Party Claim at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability Third Party Claim is one that by its nature cannot be defended solely by the indemnifying partySELLER or by the Indemnified Party, then the indemnified party SELLER and the Indemnified Party shall make available such information and assistance to the other as the indemnifying party other may reasonably request and shall cooperate with the indemnifying party other in such defense. FOSSIL shall ensure that the SELLER or his agents and counsels shall be entitled to participate in tax or others audits and discussions with tax authorities or other third party regarding tax matters or any other issue in relation with the representations and warranties given by the SELLER in the hereabove Section 4.1. FOSSIL shall cause VEDETTE to make available any relevant facts, at documents and paperwork to inform the expense SELLER completely. On request of the indemnifying partySELLER, FOSSIL and VEDETTE shall authorize the SELLER to take legal steps against tax assessments and other rulings of the tax authorities or against third parties at SELLER’s own expense.

Notice; Defense of Claims. An Except for Buyer Indemnified Losses under ------------------------- the Escrow Agreement (which shall be administered exclusively in accordance with the terms and procedures set forth in the Escrow Agreement), promptly after receipt by an indemnified party may make claims for of notice of any claim, liability or expense to which the indemnification obligations hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third partywould apply, the indemnified party shall also give written notice thereof in writing to the indemnifying party, but the omission to so notify the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall will not relieve the indemnifying party from any liability except to the extent that it is the indemnifying party shall have been prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and any claim nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability being asserted by a third partyor obligation is asserted. Within 20 If within 30 days after receiving such notice the indemnifying party shall give gives written notice to the indemnified party stating whether that (i) it would be liable under the provisions hereof for indemnity in the amount of such claim, liability or expense if such claim were successful and (ii) that it disputes the claim for indemnification and whether it will intends to defend against any third party claim such claim, liability or liability expense at its own cost and expense. If , then counsel for the defense shall be selected by the indemnifying party fails (subject to give notice the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that it disputes an indemnification claim within 20 days after receipt the assumption of notice thereof, it defense of -------- ------- any such matters by the indemnifying party shall be deemed to have accepted and agreed relate solely to the claim, which shall become immediately due and payableliability or expense that is subject or potentially subject to indemnification. The indemnifying party shall be entitled to direct have the defense against a third party claim or liability right, with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as , to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided its obligation to indemnify the indemnifying party is conducting a good faith and diligent defensetherefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated to the contrary, the indemnified party shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or -------- ------- proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage shall be entitled to retain separate counsel at counsel, the expense of which shall be paid by the indemnifying party provided that such counsel is selected by the indemnifying party and such counsel is reasonably acceptable to the indemnified party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyconducted, the indemnified party shall have the rightshall, at the reasonable expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and shall have the right to compromise or settle it, (exercising reasonable business judgment), such claim, liability or expense. If the third party claim such claim, liability or liability expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such all information and assistance as that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder under this Agreement by giving written notice thereof of the claim to the indemnifying party within the period in which indemnification claims can be made hereunderunder this Agreement. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such The notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 twenty (20) days after receiving such notice any notice, the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 twenty (20) days after receipt of notice thereofof the claim, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such that good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such that claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such all information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such that defense, at the expense of the indemnifying party.. SECTION 11 ---------- MISCELLANEOUS -------------

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of counsel, whose reasonable fees and expenses shall be borne by the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may shall make claims for indemnification hereunder by giving written notice thereof to the indemnifying party promptly on discovery and in any event within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases basis for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 twenty (20) days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 twenty (20) days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate at its own expense in the defense of a third party claim or liability at its own expense liability, directly or through counsel; provided, however, that if the named parties to the action or proceeding Proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgmentwith consent of the indemnifying party, which consent shall not be unreasonably withheld. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.. STG_331658.1

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. Following a claim for indemnification (except with respect to a claim asserted by a third party), the parties agree to submit to mediation with respect to such claim in Boston, Massachusetts with a mediator chosen by the indemnified party and reasonably acceptable to the indemnifying party; PROVIDED, HOWEVER, that if no resolution is reached with respect to such claim within 30 days following the first mediation meeting, the parties are no longer obligated to pursue such mediation. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 30 days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 45 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party; and provided further that no settlement with respect to such claim shall be made without the mutual consent of the indemnified and indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof to AMG (if it is the indemnifying party) or to FAI (if the Stockholders and/or the Charities are the indemnifying parties, and FAI shall be exclusively authorized to give and receive all notices and make all decisions on behalf of the Stockholders and the Charities pursuant to this Section 13 and to bind each of the Stockholders and Charities thereby, PROVIDED that such notice also shall be delivered to the respective Charity if either of the Charities is a party from which indemnification is sought) within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof pursuant to the indemnifying party preceding sentence promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party parties from any liability except to the extent that it is they are prejudiced by the failure or delay in giving such notice. Such notice shall reasonably summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 thirty (30) days after receiving such notice notice, AMG (if it is the indemnifying party party) shall give written notice to FAI, or FAI shall give written notice to AMG (if the indemnified party Stockholders or the Charities are the indemnifying parties) shall give written notice to AMG, in either case stating whether it the indemnifying parties disputes the claim for indemnification (or, in the alternative, acknowledging that the claim for indemnification is fully indemnifiable by such indemnifying parties hereunder), and stating whether it will defend against any third party claim or liability at its own cost and expense (PROVIDED, HOWEVER, that FAI shall only be entitled to defend against any such third party claim or liability if (i) the only relief sought by such third party is monetary relief and (ii) the Stockholders and the Charities have (through FAI) acknowledged that any resulting liability will be fully indemnified by them), and in all other circumstances AMG shall be solely entitled to defend against such third party claim or liability on behalf of all of the parties hereto (notwithstanding the fact that the Charities or the Stockholders are the indemnifying parties), subject to the right of the Charities and the Stockholders (through FAI) to participate each at their own expense). If the indemnifying party AMG or FAI (as applicable) fails to give notice that it disputes an indemnification claim within 20 thirty (30) days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claimclaim (on behalf of each of the Stockholders and Charities, in the case of a failure to deliver notice of a dispute by FAI), which shall become immediately due and payablepayable (and in any such event, AMG shall be solely entitled to defend against any third party claim or liability). The AMG (if it is the indemnifying party party) or FAI (if the Stockholders and/or the Charities are the indemnifying parties) shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the each indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party AMG or FAI (as applicable) is conducting a good faith and diligent defensedefense (and subject, in the case of FAI, to the limitations set forth in the preceding paragraph). The Each indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counselcounsel (such participation to be effected solely through FAI's retention of a single counsel on behalf of all of the indemnified Stockholders and Charities, where Stockholders and/or Charities are the indemnified parties); providedPROVIDED, howeverHOWEVER, that if the named parties to the action or proceeding include either both the indemnifying party parties and/or one or more indemnified parties and the indemnified party and the an indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the an indemnified party may engage separate counsel at the expense of the indemnifying partyparties. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying partygiven, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyAMG or FAI (as applicable), the indemnified party parties shall have the right, at the expense of the indemnifying partyparties, to, after three (3) business days notice to AMG or FAI (as applicable) of their intent to do so, undertake the defense of such claim or liability (with counsel selected by the indemnified partyparties), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying partyparties, then the indemnified party parties shall make available such information and assistance as the indemnifying party AMG or FAI (as applicable) may reasonably request and shall cooperate with the indemnifying party each other in all reasonable respects in connection with such defense, at the expense of the indemnifying partyparties. Each of the Stockholders, the Charities and FAI agrees that FAI shall remain in existence and shall not be dissolved, liquidated or terminated for the duration of the potential indemnification obligations of the Stockholders and the Charities under this Agreement unless and until such time as AMG has been provided with the written agreement of each of the Stockholders and the Charities (in form and substance reasonably acceptable to AMG) appointing another Person to act in a binding capacity on behalf of such Stockholder in connection with all indemnification matters arising under this Agreement or otherwise in connection with the transactions contemplated hereby (and each Stockholder and Charity hereby appoints FAI in such capacity from and after the Closing).

Notice; Defense of Claims. An Promptly after receipt by an indemnified party may make claims for of notice of any claim, liability or expense to which the indemnification hereunder by giving written notice thereof to the indemnifying party within the period obligations set forth in which indemnification claims can be made hereunder. If indemnification is sought for a claim Sections 9.2 or liability asserted by a third party9.4 would apply, the indemnified party shall also give written notice thereof in writing to the indemnifying party, but the omission to so notify the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall will not relieve the indemnifying party from any liability except to the extent that it is the indemnifying party shall have been prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and any claim nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability being asserted by a third partyor obligation is asserted. Within 20 If within twenty (20) days after receiving such notice the indemnifying party shall give gives written notice to the indemnified party stating whether that (a) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (b) that it disputes the claim for indemnification and whether it will intends to defend against any third party claim such claim, liability or liability expense at its own cost and expense. If , then counsel for the defense shall be selected by the indemnifying party fails (subject to give notice the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; PROVIDED, HOWEVER, that it disputes an indemnification claim within 20 days after receipt the assumption of notice thereof, it defense of any such matters by the indemnifying party shall be deemed to have accepted and agreed relate solely to the claim, which shall become immediately due and payableliability or expense that is subject or potentially subject to indemnification. The indemnifying party shall be entitled to direct have the defense against a third party claim or liability right, with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as , to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided its obligation to indemnify the indemnifying party is conducting a good faith and diligent defensetherefor will be fully satisfied. The indemnified indemnifying party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party is advised with all documents and information that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate consult with the indemnifying indemnified party in such defenseprior to acting on major matters, at the expense of the indemnifying partyincluding settlement discussions.

Notice; Defense of Claims. An indemnified Each party may make claims to this Agreement shall give prompt written notice to the other party to this Agreement of each claim for indemnification hereunder by giving written specifying the amount and nature of the claim, and of any matter which is likely to give rise to an indemnification claim. Failure to give timely notice thereof of a matter which may give rise to an indemnification claim shall not affect the rights of the indemnified party to collect such claim from the indemnifying party within except to the period extent that failure to so notify materially adversely affects the indemnifying party's ability to defend such claim against a third party. In any case in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted for indemnification involves a claim brought by a third party, the indemnified party shall also give written notice have the right (but not the obligation) to assume and control the defense of any such matter or its settlement at the indemnifying party's expense, provided that the indemnifying party may participate in the defense at its own expense and provided, further, that the indemnified party will keep the indemnifying party informed as to the status of the defense and will not take any significant action in the defense thereof or consent to entry of judgment or enter into any settlement thereof without the consent of the indemnifying party which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the indemnified party, having assumed the defense of any such matter, may at any time thereafter tender the defense thereof to the indemnifying party, and the indemnified party promptly after it receives notice shall thereafter have the right to participate in the defense at its own expense. No indemnifying party, in the defense of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereoflitigation, it shall be deemed to have accepted and agreed to the claimshall, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability except with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) withheld or delayed, consent to entry of any judgment or enter into any settlement which does not include as long as an unconditional term thereof the indemnifying party is conducting a good faith and diligent defense. The giving by the claimant or plaintiff to such indemnified party shall at all times have the right to fully participate in the defense of a third party claim or release from all liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense in respect of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying partylitigation.

Notice; Defense of Claims. An indemnified (a) Each party may make claims to this Agreement shall give prompt written notice to the other party to this Agreement of each claim for indemnification hereunder by giving written specifying the amount and nature of the claim, and of any matter which is likely to give rise to an indemnification claim. Failure to give timely notice thereof of a matter which may give rise to an indemnification claim shall not affect the rights of the indemnified party to collect such claim from the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by failure to so notify causes actual prejudice to the failure or delay in giving indemnifying party's ability to defend such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by against a third party. Within 20 days after receiving such notice In any case in which a claim for indemnification involves a claim brought by a third party ("Third Party Claim") and the indemnifying party shall give written notice has not exercised its rights to the indemnified party stating whether it disputes the claim for indemnification assume and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in control the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation such matter as provided under subparagraph (b) of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying partythis Section 12.3, the indemnified party shall have the right, right (but not the obligation) to assume and control the defense of any such matter or its settlement at the indemnifying party's reasonable expense, provided that the indemnifying party may participate in the defense at its own expense and provided, further, that the indemnified party shall keep the indemnifying party informed as to the status of the defense and shall not take any significant action in the defense thereof or consent to entry of judgment or enter into any settlement thereof without the consent of the indemnifying party, party which shall not be unreasonably withheld or delayed. Where the indemnified party does not exercise its right to undertake assume and control the defense of such matter or its settlement or the indemnifying party has exercised its rights to assume and control the defense of such matter as provided under subparagraph (b) of this Section 12.3, the indemnifying party shall assume and control the defense of such matter or its settlement at its own expense, provided that the indemnified party may participate in the defense at its own expense and, provided, further, that the indemnifying party will keep the indemnified party informed as to the status of the defense and will not, except with the consent of the indemnified party (which shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement which involves more than the payment of money or which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or liability litigation. (b) The indemnifying party will within thirty (30) days (or ten (10) days in the case of a Third Party Claim with counsel selected respect to which a complaint has been filed) after receipt by the indemnifying party of the written notification from the indemnified party), party of the Third Party Claim advise the indemnified party whether the indemnifying party elects to assume and to compromise or settle it, exercising reasonable business judgmentcontrol the defense and settlement of the Third Party Claim. If the third indemnifying party claim elects to assume and control the defense and settlement of the Third Party Claim, the indemnifying party shall provide to the indemnified party at the time of such election the following documents: (i) written notice that the indemnifying party undertakes such obligations and (ii) an agreement to indemnify the indemnified party for all damages, diminution in value, liabilities, losses and expenses with respect to such Third Party Claim in accordance with this Section 12. Upon the delivery of the above items, the indemnifying party will have the right to diligently, through counsel of its own choice, control the good faith defense or liability is one that by settlement of such Third Party Claim provided the indemnified party will have the right to participate in such defense and settlement discussions, through counsel of its nature cannot own choice and at its own expense, and the indemnified party will have the right to approve any proposed settlement to the extent provided for in Section 12.3(a). Any failure on the part of the indemnifying party of notifying the indemnified party within the time period provided above regarding the election shall be defended solely deemed an election by the indemnifying party, then party not to assume and control the indemnified party shall make available such information defense and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense settlement of the indemnifying partyThird Party Claim.

Notice; Defense of Claims. An indemnified party may make claims for Promptly after receipt by a Parent Indemnified Party or a Stockholder Indemnified Party of notice of any claim, liability or expense to which the indemnification obligations hereunder by giving written would apply, the Indemnified Party shall give notice thereof in writing to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being assertedIndemnifying Party, but the failure omission to do so shall notify the Indemnified Party promptly will not relieve the indemnifying party Indemnifying Party from any liability except to the extent that it is the Indemnifying Party shall have been prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and any claim nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability being asserted by a third partyor obligation is asserted. Within 20 If within twenty (20) days after receiving such notice the indemnifying party shall give Indemnifying Party gives written notice to the indemnified party Indemnified Party stating whether that (i) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (ii) that it disputes the claim for indemnification and whether it will intends to defend against any third party claim such claim, liability or liability expense at its own cost and expense. If , then counsel for the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it defense shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it the Indemnifying Party (subject to the consent of the indemnified partyIndemnified Party which consent may not be unreasonably withheld) and the Indemnifying Party shall not be required to make any payment with respect to such claim, liability or expense as long as the Indemnifying Party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by the Indemnifying Party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. If the Indemnifying Party assumes the defense of such claim, then in no event shall the Indemnified Party admit any liability with respect to, settle, compromise or discharge any such claim without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld. The Indemnifying Party shall have the right, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld) as long as , to settle any Indemnified Claims by third parties which are susceptible to being settled provided its obligation to indemnify the indemnifying party is conducting a good faith and diligent defenseIndemnified Party therefor will be fully satisfied. The indemnified party Indemnifying Party shall keep the Indemnified Party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the Indemnified Party with all documents and information that the Indemnified Party shall reasonably request and shall consult with the Indemnified Party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the Indemnified Party shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party Indemnifying Party and the indemnified party Indemnified Party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage expense of separate counsel at for the expense of Indemnified Party shall be paid by the indemnifying partyIndemnifying Party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying partyIndemnifying Party, or if such diligent good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyconducted, the indemnified party shall have the rightIndemnified Party shall, at the expense of the indemnifying partyIndemnifying Party, to undertake the defense of such claim or liability (with counsel selected by the indemnified partyIndemnified Party), and shall have the right to compromise or settle it, (exercising reasonable business judgment), such claim, liability or expense. If the third party claim such claim, liability or liability expense is one that by its nature cannot be defended solely by the indemnifying partyIndemnifying Party, then the indemnified party Indemnified Party shall make available such all information and assistance as that the indemnifying party Indemnifying Party may reasonably request and shall cooperate with the indemnifying party Indemnifying Party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified (a) Any party may make claims for entitled to receive, and desirous of receiving, indemnification hereunder by giving written notice thereof to under this Agreement (the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 days after receiving such notice the indemnifying party “Indemnified Party”) shall give written notice to the indemnified party stating whether it disputes required to provide indemnification hereunder (the claim for indemnification and whether it will defend against “Indemnifying Party”) promptly after the occurrence of any third party indemnifiable Loss or after such Indemnified Party has actual knowledge of the assertion of any claim or liability at its own cost and expense. If the indemnifying party fails commencement of any Proceeding in respect of which such a Loss may reasonably be expected to occur (a “Claim”), whichever is earlier, but the Indemnified Party’s failure to give such notice that it disputes an will not relieve the Indemnifying Party of its indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed obligation under this Agreement except to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against extent that such omission results in a third party claim or liability with counsel selected by it (subject failure of actual notice to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party Indemnifying Party and the indemnified party and Indemnifying Party is materially damaged as a result of such failure to give notice. (b) The Indemnified Party shall permit the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel Indemnifying Party (at the expense of the indemnifying party. Indemnifying Party) to control the defense of such Claim with reputable counsel reasonably satisfactory to the Indemnified Party if (but only if) the Indemnifying Party first (i) enters into an agreement with the Indemnified Party (in form and substance reasonably satisfactory to the Indemnified Party) pursuant to which the Indemnifying Party agrees (A) to be fully responsible (with no reservation of rights) for all Losses relating to such Claims, and (B) to provide full indemnification (whether or not otherwise required hereunder) to the Indemnified Party for all Losses relating to such Claim, and (ii) furnishes the Indemnified Party with reasonable evidence that the Indemnifying Party is and will be able to satisfy any Losses relating to such Claim. (c) If no the Indemnifying Party is permitted to assume and control the defense of a Claim and elects to do so as provided above, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party before entering into any settlement of such notice Claim or ceasing to defend such Claim if (i) pursuant to or as a result of intent such settlement or cessation, injunctive or other equitable or non-monetary relief will be imposed against the Indemnified Party, (ii) such settlement is not required to dispute and defend a third party claim be paid or liability is given satisfied in full by the indemnifying partyIndemnifying Party, and does not expressly and unconditionally release the Indemnified Party from all Losses with respect to such Claim and all other claims arising out of the same or similar facts and circumstances, with prejudice, or if (iii) such good faith and diligent defense is not being settlement imposes any expense, obligation or ceases restriction upon the Indemnified Party, includes any obligations on the part of the Indemnified Party to be conducted by take any future actions, or requires the indemnifying partyIndemnified Party to admit or acknowledge to any fact or event, including any violation of Law. (d) Notwithstanding the foregoing, the indemnified party Indemnifying Party shall not have, and shall forfeit, the right to control the defense of such Claim (and the Indemnified Party shall have the right to control the defense, settlement, and negotiations of such Claim, at the sole cost and expense of the Indemnifying Party) if, at any prior to the final resolution of such Claim (i) the Indemnified Party shall in good faith determine that the conduct of the defense of such Claim or any proposed settlement of any such Claim by the Indemnifying Party might be expected to materially adversely affect the Indemnified Party’s Tax liability or the ability of the Indemnified Party to conduct its business, or (ii) such Claim seeks non-monetary relief or involves criminal or quasi-criminal allegations (including fraud). (e) If the Indemnifying Party is permitted to assume and control the defense of a Claim and elects to do so, the Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Party shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized by the Indemnifying Party in writing, or (ii) the Indemnifying Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party, or that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such Claim. (f) If the Indemnifying Party does not accept the defense of any matter as provided above within a reasonable time (but not more than 15 days) after receiving notice of the commencement of the matter, then the Indemnified Party shall have the full right, at the expense of the indemnifying partyIndemnifying Party, to undertake defend against any such Claim, and shall be entitled to settle or agree to pay in full such Claim. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any such claim or liability (with counsel selected by the indemnified party)Claim, and the records of each shall be available to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate other with the indemnifying party in respect to such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An Promptly after receipt by an indemnified ------------------------- party may make claims for of notice of any third party or other claim, liability or expense to which the indemnification obligations hereunder by giving written notice thereof to the indemnifying party within the period would apply, including in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third partyconnection with any governmental related proceeding, the indemnified party shall also give written notice thereof in writing to the indemnifying party promptly after it receives notice of the claim or liability being assertedparties, but the failure omission to do so shall notify the indemnifying party or parties promptly will not relieve the indemnifying party or parties from any liability except to the extent that it is the indemnifying party or parties shall have been materially prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability or obligation is asserted. In the case of any claim or liability being asserted by a third party. Within 20 party claim, if within twenty (20) days after receiving such the notice described in the preceding paragraph the indemnifying party shall or parties (i) give written notice to the indemnified party or parties stating whether it disputes that they would be liable under the provisions hereof for indemnity in the amount of such claim for indemnification if such claim were valid and whether it will that they dispute and intend to defend against any third party claim such claim, liability or liability expense at its their own cost and expense. If expense and (ii) provide assurance and security reasonably acceptable to such indemnified party or parties that such indemnification will be paid fully and promptly if required and such indemnified party or parties will not incur cost or expense during the proceeding, then counsel for the defense shall be selected by the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it parties (subject to the consent of such indemnified party or parties which consent shall not be unreasonably withheld) and such indemnified party or parties shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party or parties are conducting a good faith and diligent defense at their own expense; provided, however, that the assumption of defense of any such matters by the indemnifying party or parties shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. If the indemnifying party or parties assume such defense in accordance with the preceding sentence, they shall have the right, with the consent of such indemnified partyparty or parties, which consent shall not be unreasonably withheld) as long as , to settle all Indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying party is conducting or parties' obligation to indemnify such indemnified party or parties therefor will be fully satisfied by payment of money by the indemnifying party and the settlement includes a good faith and diligent defensecomplete release of such indemnified party or parties. The indemnifying party or parties shall keep the such indemnified party or parties apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish such indemnified party or parties with all documents and information that such indemnified party or parties shall reasonably request and shall consult with such indemnified party or parties prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, such indemnified party or parties shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party or parties and the indemnified party or parties and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for such indemnified party may engage separate counsel at the expense of or parties shall be paid by the indemnifying partyparty or parties. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying partyparty or parties, or if such diligent good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyconducted, the such indemnified party shall have the rightor parties shall, at the expense of the indemnifying partyparty or parties, to undertake the defense of such claim or liability (with counsel selected by the such indemnified partyparty or parties), and shall have the right to compromise or settle itsettle, exercising reasonable business judgmentsuch claim, liability or expense. If the third party claim such claim, liability or liability expense is one that by its nature cannot be defended solely by the indemnifying partyparty or parties, then the such indemnified party or parties shall make available such all information and assistance as that the indemnifying party or parties may reasonably request and shall cooperate with the indemnifying party or parties in such defense. In the event of any disagreement among the Principals with respect to any matter arising under or relating to this Article 6, including with respect to the defense, prosecution or settlement or claims, the written instructions of Principals having at the expense least fifty percent (50%) of the indemnifying partyPro Rata Share of indemnification obligations hereunder (as provided in Section 6.2(c) shall control.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the any indemnifying party within the period in which indemnification claims can be made hereunder; provided, however, that notice by Buyer to the Designating Stockholders will be deemed to be given if notice is given by Buyer to the Stockholders' Representative. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is materially prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by if it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defenseso elects. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both . If the indemnifying party and decides not to direct the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying partydefense, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense. If the parties hereto attempt to resolve in good faith a claim for indemnification hereunder and if such claim is not resolved within 60 days from the date of such claim, at the expense party making such claim may bring suit in a court of the indemnifying partycompetent jurisdiction.

Notice; Defense of Claims. An Promptly after receipt by an indemnified party may make claims for of notice of any claim, liability or expense to which the indemnification obligations hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third partywould apply, the indemnified party shall also give written notice thereof in writing to the indemnifying party promptly after it receives notice of (the claim or liability being assertedCompany with respect to claims by any Stockholder and the Stockholders, as applicable, with respect to claims by Company Indemnified Parties), but the failure omission to do so shall notify the indemnifying party promptly will not relieve the indemnifying party from any liability except to the extent that it is the indemnifying party shall have been prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and any claim nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability being asserted by a third partyor obligation is asserted. Within If within 20 days after receiving such notice the indemnifying party shall give gives written notice to the indemnified party stating that (i) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful (ii) that it shall be fully responsible (with no reservation of any rights) for all liabilities relating to such claim, liability or expense and that it will provide full indemnification (whether or not otherwise required hereunder) to the indemnified party with respect to such claim, liability or expense and (iii) that it disputes the claim for indemnification and whether it will intends to defend against any third party claim such claim, liability or liability expense at its own cost and expense. If , then counsel for the defense shall be selected by the indemnifying party fails (subject to give notice the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that it disputes an indemnification claim within 20 days after receipt the assumption of notice thereof, it defense of any such matters by the indemnifying party shall be deemed to have accepted and agreed relate solely to the claim, liability or expense that is subject or potentially subject to indemnification, and provided further that prior to such assumption of defense the indemnifying party shall enter into an agreement with the indemnified party in form and substance satisfactory to the indemnified party pursuant to which shall become immediately due the indemnifying party unconditionally guarantees the payment and payableperformance of any liability or obligation which may arise out of or in any way relating to such claim, liability or expense or the facts giving rise thereto. The indemnifying party shall be entitled to direct have the defense against a third party claim or liability right, with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as , to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided its obligation to indemnify the indemnifying party is conducting a good faith and diligent defensetherefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated to the contrary, the indemnified party shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party may engage separate counsel at the expense of shall be paid by the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such diligent good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyconducted, the indemnified party shall have the rightshall, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and shall have the right to compromise or settle it, (exercising reasonable business judgment), such claim, liability or expense. If the third party claim such claim, liability or liability expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such all information and assistance as that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified (a) The party which is entitled to indemnification hereunder (for purposes of this Section 8.8, the "Indemnified Party") may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party required to indemnify (for purposes of this Section 8.8, the "Indemnifying Party") within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party Indemnified Party shall also give written notice thereof to the indemnifying party Indemnifying Party promptly after it receives notice of the claim or liability being asserted, but the failure to do so so, or any delay in doing so, shall not relieve the indemnifying party Indemnifying Party from any liability except liability, unless, and then only to the extent that it is that, the rights and remedies of the Indemnifying Party are prejudiced by as a result of the failure to give, or delay in giving giving, such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 30 days after receiving such notice notice, the indemnifying party Indemnifying Party shall give written notice to the indemnified party Indemnified Party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party Indemnifying Party fails to give notice that it disputes an indemnification claim within 20 30 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. . (b) The indemnifying party Indemnifying Party shall be entitled to direct the defense against a third party claim or liability litigation with counsel selected by it (subject to the consent of the indemnified partyIndemnified Party, which consent shall not be unreasonably withheld) as long as the indemnifying party Indemnifying Party is conducting a good faith and diligent defense. Notwithstanding the foregoing, the obligations of the Indemnifying Party hereunder as to such third party claim or litigation shall include taking all steps necessary in the defense, settlement, or compromise of such claim or litigation and holding the Indemnified Party harmless from and against any and all damages, liabilities, losses and expenses (including, without limitation, reasonable fees of counsel) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) caused by or arising out of any settlement or compromise approved by the Indemnifying Party or any judgment in connection with such claim or litigation. The indemnified Indemnifying Party shall not, in the defense of such third party claim or any litigation resulting therefrom, consent to entry of any judgment (other than a judgment of dismissal on the merits without costs) except with the written consent of the Indemnified Party, or enter into any settlement or compromise (except with the written consent of the Indemnified Party) which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a full release from all liability in respect of such claim or litigation. The Indemnified Party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party Indemnifying Party and the indemnified party Indemnified Party and the indemnified party Indemnified Party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party Indemnified Party may engage separate counsel at the expense of the indemnifying party. Indemnifying Party. (c) If no such the Indemnifying Party shall not give notice of its intent to dispute and defend a third party claim or liability is given by or litigation resulting therefrom after receipt of notice from the indemnifying partyIndemnified Party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyIndemnifying Party, the indemnified party Indemnified Party shall have the right, at the expense of the indemnifying partyIndemnifying Party, to undertake the defense of such claim or liability in such manner as it deems appropriate (with counsel selected by the indemnified partyIndemnified Party), and to compromise or settle itsuch claim or litigation on such terms as it may deem appropriate, exercising reasonable business judgment. . (d) The Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of any settlement or compromise in connection with, or any judgment rendered with respect to, any claim by a third party in such litigation and for all damages, liabilities, losses and expenses (including, without limitation, reasonable fees of counsel) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) incurred by the Indemnified Party in connection with the defense against such claim or litigation, whether or not resulting from, arising out of, or incurred with respect to, the act of a third party. (e) If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying partyIndemnifying Party, then the indemnified party Indemnified Party shall make available such information and assistance in connection therewith as the indemnifying party Indemnifying Party may reasonably request and shall cooperate with the indemnifying party Indemnifying Party in such defense, defense at the expense of the indemnifying partyIndemnifying Party.

Notice; Defense of Claims. An (1) Promptly after receipt by an indemnified party may make claims for of notice of any third-party or other claim, liability or expense to which the indemnification obligations hereunder by giving written notice thereof to the indemnifying party within the period would apply, including in which indemnification claims can be made hereunder. If indemnification is sought for a claim connection with any governmental, employer or liability asserted by a third partymalpractice related proceeding, the indemnified party shall also give written notice thereof in writing to the indemnifying party promptly after it receives notice of the claim or liability being assertedparties, but the failure omission to do so shall notify the indemnifying party or parties promptly will not relieve the indemnifying party or parties from any liability except to the extent that it is the indemnifying party or parties shall have been materially prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability or obligation is asserted. (2) In the case of any claim or liability being asserted by a third party. Within 20 third-party claim, if, within twenty (20) days after receiving such the notice described in the preceding paragraph, the indemnifying party shall or parties (i) give written notice to the indemnified party or parties stating whether it disputes the claim for indemnification and whether it will that they intend to defend in good faith against any third party claim such claim, liability or liability expense at its their own cost and expense. If expense and (ii) provide assurance and security reasonably acceptable to such indemnified party or parties that such indemnification will be paid fully and promptly if required and such indemnified party or parties will not incur cost or expense during the proceeding, then counsel for the defense shall be selected by the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it parties (subject to the consent of the such indemnified partyparty or parties, which consent shall not be unreasonably withheld) and such indemnified party or parties shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is or parties are conducting a good faith and diligent defensedefense at their own expense; provided, however, that the assumption of defense of any such matters by the indemnifying party or parties shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The If the indemnifying party or parties assume such defense in accordance with the preceding sentence, they shall have the right, with the consent of such indemnified party or parties, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying party's or parties' obligation to indemnify such indemnified party or parties therefor will be fully satisfied and the settlement includes a complete release of such indemnified party or parties. (3) The indemnifying party or parties shall keep such indemnified party or parties apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish such indemnified party or parties with all documents and information that such indemnified party or parties shall reasonably request and shall consult with such indemnified party or parties prior to acting on major matters, including settlement discussions. (4) Notwithstanding anything herein stated, such indemnified party or parties shall at all times have the right fully to fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party or parties and the indemnified party or parties and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for such indemnified party may engage separate counsel at the expense of or parties shall be paid by the indemnifying partyparty or parties. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying partyparty or parties, or if such diligent good faith and diligent defense is not being or ceases to be conducted by the indemnifying partyconducted, the such indemnified party shall have the rightor parties shall, at the expense of the - 28 - 29 indemnifying partyparty or parties, to undertake the defense of such claim or liability (with counsel selected by the such indemnified partyparty or parties), and shall have the right to compromise or settle itsettle, exercising reasonable business judgmentsuch claim, liability or expense. If the third party claim such claim, liability or liability expense is one that by its nature cannot be defended solely by the indemnifying partyparty or parties, then the such indemnified party or parties shall make available such all information and assistance as that the indemnifying party or parties may reasonably request and shall cooperate with the indemnifying party or parties in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified Promptly after receipt by an Indemnified Party of notice of any third party may make claims for or other claim, liability or expense to which the indemnification obligations hereunder by giving written would apply, including in connection with any governmental proceeding, the Indemnified Party shall give notice thereof in writing to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being assertedCompany, but the failure omission to do so shall notify the Company promptly will not relieve the indemnifying party Company from any liability except except, and only to the extent extent, that it is the Company shall have been materially prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and nature of such claim, liability or expense. In the case of any claim or liability being asserted by a third party. Within 20 party claim, if within twenty (20) days after receiving such the notice described in the indemnifying party shall give preceding paragraph the Company (i) gives written notice to the indemnified party Indemnified Party or Parties stating whether that it disputes the claim for indemnification and whether it will intends to defend in good faith against any third party claim such claim, liability or liability expense at its own cost and expense. If expense and (ii) provides assurance and security reasonably acceptable to such Indemnified Party or Parties that such indemnification will be paid fully and promptly if required and such Indemnified Party or Parties will not incur cost or expense during the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereofproceeding, it then counsel for the defense shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it the Company (subject to the consent of the indemnified partysuch Indemnified Party or Parties, which consent shall not be unreasonably withheld) and such Indemnified Party or Parties shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party Company is conducting a good faith and diligent defensedefense at its own expense; provided, however, that the assumption of defense of any such matters by the Company shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. If the Company assumes such defense in accordance with the preceding sentence, it shall have the right, with the consent of such Indemnified Party or Parties, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the Company's obligation to indemnify such Indemnified Party or Parties therefor will be fully satisfied and the settlement includes a complete release of such Indemnified Party or Parties. The indemnified party Company shall keep the such Indemnified Party or Parties apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish such Indemnified Party or Parties with all documents and information that such Indemnified Party or Parties shall reasonably request and shall consult with such Indemnified Party or Parties prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, such Indemnified Party or Parties shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party Company and the indemnified party Indemnified Party or Parties and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage expense of separate counsel at for such Indemnified Party or Parties shall be paid by the expense of Company. The Indemnified Party or Parties shall make available all information and assistance that the indemnifying partyCompany may reasonably request and shall cooperate with the Company in such defense. If no such the Company does not give notice of its intent to dispute and defend a against any third party claim or other claim, liability is given by or expense in accordance with the indemnifying partyforegoing paragraph, or if such diligent good faith and diligent defense is not being or ceases to be conducted conducted, the Indemnified Party will have the right to retain its own counsel in any such action and all fees, disbursements and other charges incurred in the investigation, defense and/or settlement of such action shall be advanced and reimbursed by the indemnifying party, the indemnified party Company promptly as they are incurred and shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and right to compromise or settle itsettle, exercising reasonable business judgment. If such claim, liability or expense; PROVIDED, HOWEVER, that the third party claim Indemnified Party shall agree to repay any expenses so advanced hereunder if it is ultimately determined by a court of competent jurisdiction that the Indemnified Party to whom such expenses are advanced is not entitled to be indemnified as a matter of law or liability is one that by its nature cannot be defended solely by under the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense terms of the indemnifying partythis Agreement.

Notice; Defense of Claims. An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defensedefense and to compromise or settle it with consent of the indemnified party, which consent shall not be unreasonably withheld. The indemnified party shall at all times have the right to fully participate at its own expense in the defense of a third party claim or liability at its own expense liability, directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgmentwith consent of the indemnifying party, which consent shall not be unreasonably withheld. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

Notice; Defense of Claims. An indemnified party Indemnified Party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party Indemnifying Party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party Indemnified Party shall also give written notice thereof to the indemnifying party Indemnifying Party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party Indemnifying Party from any liability except to the extent that it is materially prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 thirty (30) days after receiving such notice the indemnifying party Indemnifying Party shall give written notice to the indemnified party Indemnified Party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party Indemnifying Party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereofsuch thirty (30) day period, it shall be deemed to have accepted and agreed to provide the claim, which shall become immediately due and payableindemnification required hereunder. The indemnifying party Indemnifying Party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified partyIndemnified Party, which consent shall not be unreasonably withheld) as long as the indemnifying party Indemnifying Party is conducting a good faith and reasonably diligent defense. The indemnified party Indemnified Party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party Indemnifying Party and the indemnified party Indemnified Party and the indemnified party Indemnified Party is advised in writing by its legal counsel that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party Indemnified Party may engage separate counsel at the expense of the indemnifying partyIndemnifying Party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying partyIndemnifying Party, or if such good faith and reasonably diligent defense is not being or ceases to be conducted by the indemnifying partyIndemnifying Party, the indemnified party Indemnified Party shall have the right, at the expense of the indemnifying partyIndemnifying Party, to undertake the defense of such claim or liability (with counsel selected by the indemnified partyIndemnified Party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party The Indemnified Party shall make available such information and assistance as the indemnifying party Indemnifying Party may reasonably request and shall cooperate with the indemnifying party Indemnifying Party in such defense, at the expense of the indemnifying partyIndemnifying Party. The Indemnifying Party shall not, in the defense of any third party claim or litigation, enter into a consent or entry of judgment or enter into a settlement that does not provide for a full and unconditional release of all liabilities on the part of the Indemnified Party without the consent of the Indemnified Party, which consent will not be unreasonably withheld.

Notice; Defense of Claims. An indemnified Promptly after receipt by an Indemnified Party of notice of any third party may make claims for or other claim, liability or expense to which the indemnification obligations hereunder by giving written would apply, including in connection with any governmental proceeding, the Indemnified Party shall give notice thereof in writing to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being assertedCompany, but the failure omission to do so shall notify the Company promptly will not relieve the indemnifying party Company from any liability except except, and only to the extent extent, that it is the Company shall have been materially prejudiced by as a result of the failure or delay in giving such notice. Such notice shall summarize state the bases for information then available regarding the claim for indemnification amount and nature of such claim, liability or expense. In the case of any claim or liability being asserted by a third party. Within 20 party claim, if within twenty (20) days after receiving such the notice described in the indemnifying party shall give preceding paragraph the Company (i) gives written notice to the indemnified party Indemnified Party or Parties stating whether that it disputes the claim for indemnification and whether it will intends to defend in good faith against any third party claim such claim, liability or liability expense at its own cost and expense. If expense and (ii) provides assurance and security reasonably acceptable to such Indemnified Party or Parties that such indemnification will be paid fully and promptly if required and such Indemnified Party or Parties will not incur cost or expense during the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereofproceeding, it then counsel for the defense shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it the Company (subject to the consent of the indemnified partysuch Indemnified Party or Parties, which consent shall not be unreasonably withheld) and such Indemnified Party or Parties shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party Company is conducting a good faith and diligent defensedefense at its own expense; provided, however, that the assumption of defense of any such matters by the Company shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. If the Company assumes such defense in accordance with the preceding sentence, it shall have the right, with the consent of such Indemnified Party or Parties, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the Company's obligation to indemnify such Indemnified Party or Parties therefor will be fully satisfied and the settlement includes a complete release of such Indemnified Party or Parties. The indemnified party Company shall keep such Indemnified Party or Parties apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish such Indemnified Party or Parties with all documents and information that such Indemnified Party or Parties shall reasonably request and shall consult with such Indemnified Party or Parties prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, such Indemnified Party or Parties shall at all times have the right to fully participate in the such defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party Company and the indemnified party Indemnified Party or Parties and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage expense of separate counsel at for such Indemnified Party or Parties shall be paid by the expense of Company. The Indemnified Party or Parties shall make available all information and assistance that the indemnifying partyCompany may reasonably request and shall cooperate with the Company in such defense. If no such the Company does not give notice of its intent to dispute and defend a against any third party claim or other claim, liability is given by or expense in accordance with the indemnifying partyforegoing paragraph, or if such diligent good faith and diligent defense is not being or ceases to be conducted conducted, the Indemnified Party will have the right to retain its own counsel in any such action and all fees, disbursements and other charges incurred in the investigation, defense and/or settlement of such action shall be advanced and reimbursed by the indemnifying party, the indemnified party Company promptly as they are incurred and shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and right to compromise or settle itsettle, exercising reasonable business judgment. If such claim, liability or expense; provided, however, that the third party claim Indemnified Party shall agree to repay any expenses so advanced hereunder if it is ultimately determined by a court of competent jurisdiction that the Indemnified Party to whom such expenses are advanced is not entitled to be indemnified as a matter of law or liability is one that by its nature cannot be defended solely by under the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense terms of the indemnifying partythis Agreement.