Common use of Notice of Claims Clause in Contracts

Notice of Claims. Within thirty (30) days after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”) has received notice of or has acquired knowledge of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objects.

Notice of Claims. Within thirty The indemnified party shall promptly notify the indemnifying party in writing of all matters which may give rise to the right to indemnification hereunder; provided, however, that failure to timely give the notice provided in this Section 16.3 shall not be a defense to the liability of the indemnifying party for such claim, but the indemnifying party may recover any actual damages arising from the indemnified party’s failure to give such timely notice. The indemnified party shall not admit any liability with respect to, or settle, compromise or discharge any such matter covered by this Section 16 without the indemnifying party’s prior written consent (30which shall not be unreasonably withheld). The indemnifying party shall have the right, with the consent of the indemnified party (which shall not be unreasonably withheld), to settle all indemnifiable matters related to claims by third-parties which are susceptible to being settled. In connection with any claim giving rise to indemnity hereunder, the indemnifying party at its sole cost and expense may, upon written notice to the indemnified party received by the indemnified party within ten (10) calendar days after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”) has received indemnifying party’s receipt of notice of or has acquired knowledge of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainableassume the defense of any such claim or legal proceeding. If the indemnifying party assumes the defense of any such claim or legal proceeding, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice indemnifying party shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except select counsel reasonably acceptable to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure indemnified party to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in conduct the defense of such third party claim claims or legal proceedings and, at the indemnifying party’s sole cost and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party expense (which consent costs and expenses shall not be unreasonably withheld applied against any indemnity limitation herein), shall take all steps necessary in the defense or delayedsettlement thereof. At The indemnified party shall be entitled to participate in (but not control) the defense of any time after the Indemnifying Party acknowledges such action, with its obligations hereunder with respect own counsel and at its own expense, and shall be entitled to any third and all information and documentation relating thereto. If the indemnifying party claimdoes not assume (or continue to diligently and competently prosecute) the defense of any such claim or litigation resulting therefrom in accordance with the terms hereof, the Indemnifying Party indemnified party may, at the indemnifying party’s expense, defend against such claim or litigation in such manner as it may request deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the Indemnified Party to agree in writing same to the payment indemnifying party, on such terms as the indemnified party may deem appropriate. The indemnified party will cooperate reasonably with the indemnifying party in its efforts to conduct or compromise resolve such matters, including by making available to the indemnifying party relevant documents and witnesses. The indemnified party and the indemnifying party shall keep each other informed of such all settlement negotiations with third-parties and of the progress of any litigation with third-parties. The indemnified party and the indemnifying party shall permit each other reasonable access to books and records and shall otherwise cooperate with all reasonable requests of each other in connection with any indemnifiable matter resulting from a claim by a third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsperson.

Notice of Claims. Within thirty As used herein, the term “Claim” means a claim for Company Losses by a Parent Indemnified Party under this Article VII. Subject to the terms of this Agreement, a Parent Indemnified Party shall give written notice of a Claim (30a “Notice of Claim”) days to the Holders’ Agent promptly after a Person seeking indemnification hereunder (hereinafter Parent Indemnified Party becomes aware of the “Indemnified Party”) has received notice of or has acquired knowledge existence of any claim potential Claim, which shall be signed by any Person not a Party to this Agreement an officer of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Parent Indemnified Party shalland state that Company Losses exist and specify in reasonable detail the individual items of such Company Losses included in the amount so stated, if the date each such item was paid, the nature of the misrepresentation, breach of warranty or claim to which such item is indemnifiable by related and the other specific representation, warranty or covenant alleged to have been the subject of such misrepresentation, breach or claim. A Parent Indemnified Party pursuant hereto may submit a Notice of Claim at any time during the period commencing with the Effective Time and ending on the Escrow Expiration Date with respect to claims under Section 7.2(b) for breach of Company representations and warranties that are not Fundamental Company Representations, but shall not be permitted to bring a Notice of Claim with respect to breach of Company representations and warranties that are not Fundamental Company Representations at any time after the Escrow Expiration Date (hereinafter and any delivery or attempted delivery of such a Notice of Claim after the Escrow Expiration Date shall be void and of no force or effect). Notwithstanding anything contained herein to the contrary, any Claims for Company Losses specified in any Notice of Claim delivered to the Holders’ Agent prior to expiration of the Escrow Expiration Date shall remain outstanding until such Claims for Losses have been resolved or satisfied, notwithstanding the passage of the Escrow Expiration Date. Until the Escrow Expiration Date, no delay on the part of a Company Indemnified Party in delivering a Notice of Claim with respect to claims under Section 7.2(b) for breach of Company representations and warranties that are not Fundamental Company Representations shall relieve any Indemnifying Securityholder (each an “Indemnifying Party”), give ) from any of its respective obligations under this Article VII unless (and then only to the extent that) the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsis prejudiced thereby.

Notice of Claims. Within thirty (30a) days after a Person seeking indemnification hereunder Any Buyer Group Member or Seller Group Member (hereinafter the “Indemnified Party”) has received seeking indemnification hereunder shall give to the party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice of or has acquired knowledge of (a “Claim Notice”) describing in reasonable detail the facts giving rise to any claim by any Person not a Party to this Agreement for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis amount of such claim, andand a reference to the provision of this Agreement or any other agreement, if ascertainabledocument or instrument executed hereunder or in connection herewith upon which such claim is based; provided, that a Claim Notice in respect of (i) any pending or threatened claim, action at law or suit in equity by or against a third Person as to which indemnification will be sought (each such claim, action or suit being a “Third Person Claim”) shall be given promptly after the amount thereof. Notwithstanding action or suit is commenced and (ii) any Third Person Claim that involves a written demand by a third Person that the foregoing, Company repurchase any mortgage loan sold to such third Person shall be given within ten (10) days after the Company’s receipt of such written demand; provided further that failure of the Indemnified Party to give such notice shall not excuse relieve the Indemnifying Party’s obligation to indemnify and, in the case Indemnitor of a third party claim, defend the Indemnified Party, its obligations hereunder except (and only) to the extent it shall have been materially prejudiced by such failure. (b) After the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued Claim Notice pursuant hereto, the amount of indemnification to which an Indemnified Party shall be entitled under this ARTICLE XI shall be determined: (i) by the written agreement between the Indemnified Party pursuant to this Section 12.3, and the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case Indemnitor; (ii) by a final judgment or decree of a third party claim, its defense obligation with respect to the claim which was the subject any court of the Indemnified Party’s notice competent jurisdiction; or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to (iii) by any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, means to which the Indemnified Party reasonably objectsand the Indemnitor shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined.

Notice of Claims. Within thirty (30Each party indemnified under Section 4(a) days or Section 4(b) of this Agreement shall, promptly after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”) has received receipt of notice of or has acquired knowledge of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not against such indemnified party in respect of which indemnity may be sought, notify the indemnifying party in writing of the commencement thereof, enclosing a Party to this Agreement (“third party claim”) or has acquired knowledge copy of all papers served on such indemnified party. The omission of any other claim hereunder against another Party hereto (“first indemnified party claim”) so to notify an indemnifying party of any such action shall not relieve the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement indemnifying party from any liability in respect of such action which it may have to such indemnified party on account of the indemnity agreement contained in Section 4(a) or proceedingSection 4(b) of this Agreement, if anyunless the indemnifying party was prejudiced by such omission, and in no event shall relieve the indemnifying party from any other liability which it may have to such indemnified party. Such notice In case any such action shall state be brought against any indemnified party and it shall notify an indemnifying party of the nature and basis of such claimcommencement thereof, the indemnifying party shall be entitled to participate therein and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claimthereof, with counsel satisfactory to such indemnified party; PROVIDED, that if any indemnified party or parties reasonably determine that there may be legal defenses available to such indemnified party that are different from or in addition to those available to such indemnifying party or that representation of its own selection, such indemnifying party and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third indemnified party claim, the Indemnifying Party shall defend by the same with counsel in accordance with this Sectionwould present a conflict of interest, then such indemnifying party shall not be entitled to assume such defense. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect If an indemnifying party is not entitled to any third party claim, the Indemnified Party may, at its expense, participate in assume the defense of such third action as a result of the proviso to the preceding sentence, counsel for such indemnifying party claim and no such third party claim shall be settled entitled to conduct the defense of such indemnifying party and counsel for the indemnified party shall be entitled to conduct the defense of such indemnified party or parties. If an indemnifying party assumes the defense of an action in accordance with and as permitted by the Indemnified Party without the prior written consent provisions of the Indemnifying Party which consent this paragraph, such indemnifying party shall not be unreasonably withheld liable to such indemnified party under Section 4(a) or delayedSection 4(b) of this Agreement for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. At In no event shall the indemnifying party be liable for the fees and expenses of more than one counsel (in addition to local counsel) separate from its own counsel for all indemnified parties in connection with any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment one action or compromise of such third party claim (provided such payment separate but similar or compromise has been previously approved in writing by the third party claimant), and, related actions in the event same jurisdiction arising out of the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy same general allegations or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectscircumstances.

Notice of Claims. Within thirty (30) days after a Person seeking Any of the SunEdison Indemnified Parties entitled to indemnification hereunder (hereinafter the “Indemnified Party”) has received notice of or has acquired knowledge of any claim by any Person not a Party pursuant to this Indemnification Agreement of shall notify the commencement TERP Parties (or threatened commencement of any action their respective successors or proceeding by any Person not a Party to this Agreement assigns) (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the each an “Indemnifying Party”) promptly after becoming aware of any Losses which the Indemnified Party shall have determined has given or could give rise to a claim for indemnification under Section 2 herein and in accordance with the terms of the Settlement Agreement (the “Claim Notice”), give . It is agreed that no delay on the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure part of the Indemnified Party to give such notice shall not excuse the in notifying any Indemnifying Party’s obligation to indemnify and, in the case Party of a third party claim, defend the Indemnified Party, except to the extent any Losses will relieve the Indemnifying Party has suffered damage or prejudice by reason of its obligations pursuant to this Indemnification Agreement. If the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by Indemnifying Party notifies the Indemnified Party pursuant that it does not dispute the Losses described in such Claim Notice, or fails to this Section 12.3, notify the Indemnifying Indemnified Party shall notify within fourteen (14) days after delivery of such Claim Notice by the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, disputes the Claim Notice the Indemnifying Party shall pay the amount of Losses to the Indemnified Party set forth in the case of a third party claim, Claim Notice. If the Indemnified Party has disputed its defense obligation liability with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims Losses, and such obligations. In the event dispute has not been resolved within thirty (30) calendar days, then the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by and the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel may seek legal redress in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsSection 4.

Notice of Claims. Within thirty The indemnified party shall promptly notify the indemnifying party in writing of all matters which may give rise to the right to indemnification hereunder; provided, however, that failure to timely give the notice provided in this Section 3.3(b) shall not be a defense to the liability of the indemnifying party for such claim, but the indemnifying party may recover any actual damages arising from the indemnified party’s failure to give such timely notice. The indemnified party shall not admit any liability with respect to, or settle, compromise or discharge any such matter covered by this Section 3.3 without the indemnifying party’s prior written consent (30) days after a Person seeking indemnification which shall not be unreasonably withheld). The indemnifying party shall have the right, with the consent of the indemnified party (which shall not be unreasonably withheld), to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled. In connection with any claim giving rise to indemnity hereunder (hereinafter the “Indemnified Party”) has received notice of resulting from or has acquired knowledge arising out of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or legal proceeding by any Person not a Party person other than the indemnified party, the indemnifying party at its sole cost and expense may, upon written notice to this Agreement (“third the indemnified party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable received by the other Party pursuant hereto indemnified party within ten (hereinafter 10) calendar days after the “Indemnifying Party”), give the Indemnifying Party written indemnifying party’s receipt of notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainableassume the defense of any such claim or legal proceeding. If the indemnifying party assumes the defense of any such claim or legal proceeding, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice indemnifying party shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except select counsel reasonably acceptable to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure indemnified party to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in conduct the defense of such third party claim claims or legal proceedings and, at the indemnifying party’s sole cost and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party expense (which consent costs and expenses shall not be unreasonably withheld applied against any indemnity limitation herein), shall take all steps necessary in the defense or delayedsettlement thereof. At The indemnified party shall be entitled to participate in (but not control) the defense of any time after the Indemnifying Party acknowledges such action, with its obligations hereunder with respect own counsel and at its own expense, and shall be entitled to any third and all information and documentation relating thereto. If the indemnifying party claimdoes not assume (or continue to diligently and competently prosecute) the defense of any such claim or litigation resulting therefrom in accordance with the terms hereof, the Indemnifying Party indemnified party may, at the indemnifying party’s expense, defend against such claim or litigation in such manner as it may request deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the Indemnified Party to agree in writing same to the payment indemnifying party, on such terms as the indemnified party may deem appropriate. The indemnified party will cooperate reasonably with the indemnifying party in its efforts to conduct or compromise resolve such matters, including by making available to the indemnifying party relevant documents and witnesses. The indemnified party and the indemnifying party shall keep each other informed of such all settlement negotiations with third parties and of the progress of any litigation with third parties. The indemnified party and the indemnifying party shall permit each other reasonable access to books and records and shall otherwise cooperate with all reasonable requests of each other in connection with any indemnifiable matter resulting from a claim (provided such payment or compromise has been previously approved in writing by the a third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsPerson.

Notice of Claims. Within thirty (30) days after a Person Any party seeking indemnification hereunder (hereinafter the “Indemnified Party”) has received notice of or has acquired knowledge of any Indemnifiable Loss or potential Indemnifiable Loss arising from an Indemnifiable Claim, whether asserted by a party or a third party, shall give written notice thereof to the party from whom indemnification is sought setting forth in reasonable detail the nature and reasonably estimated amount of, and basis for, such claim by any Person not a to the extent then known. Written notice to the Indemnifying Party to this Agreement of the commencement or threatened commencement existence of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) shall be given by the Indemnified Party shallpromptly after its receipt of an assertion of liability from the third party, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice and in any event within twenty days of such claim and the commencement or threatened commencement of such action or proceedingassertion; provided, if any. Such notice shall state the nature and basis of such claimhowever, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the that failure of the Indemnified Party to give such notice shall not excuse relieve the Indemnifying Party’s obligation to indemnify and, in the case Party of a third party claim, defend the Indemnified Party, its obligations hereunder except to the extent the Indemnifying Party has suffered damage or prejudice it shall have been prejudiced by reason of the Indemnified Party’s failure to give or delay in giving such noticefailure. Within ten (10) business 20 days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3of any Indemnifiable Loss or potential Indemnifiable Loss arising from an Indemnifiable Claim, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party or not it acknowledges its indemnification obligation and, in to indemnify the case of a third party claim, its defense obligation Indemnified Party for the Indemnifiable Loss or potential Indemnifiable Loss with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligationsIndemnifiable Claim. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent The failure of the Indemnifying Party which consent to respond in accordance with the preceding sentence shall not be unreasonably withheld or delayed. At any time after deemed a refusal by the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request indemnify the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objects.

Notice of Claims. Within thirty The indemnified party shall promptly notify the indemnifying party in writing of all matters which may give rise to the right to indemnification hereunder; provided, however, that failure to timely give the notice provided in this Section 3.3(b) shall not be a defense to the liability of the indemnifying party for such claim, but the indemnifying party may recover any actual damages arising from the indemnified party’s failure to give such timely notice. The indemnified party shall not admit any liability with respect to, or settle, compromise or discharge any such matter covered by this Section 3.3 without the indemnifying party’s prior written consent (30) days after a Person seeking indemnification which shall not be unreasonably withheld). The indemnifying party shall have the right, with the consent of the indemnified party (which shall not be unreasonably withheld), to settle all indemnifiable matters related to claims by third-parties which are susceptible to being settled. In connection with any claim giving rise to indemnity hereunder (hereinafter the “Indemnified Party”) has received notice of resulting from or has acquired knowledge arising out of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or legal proceeding by any Person not a Party person other than the indemnified party, the indemnifying party at its sole cost and expense may, upon written notice to this Agreement (“third the indemnified party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable received by the other Party pursuant hereto indemnified party within ten (hereinafter 10) calendar days after the “Indemnifying Party”), give the Indemnifying Party written indemnifying party’s receipt of notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainableassume the defense of any such claim or legal proceeding. If the indemnifying party assumes the defense of any such claim or legal proceeding, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice indemnifying party shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except select counsel reasonably acceptable to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure indemnified party to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in conduct the defense of such third party claim claims or legal proceedings and, at the indemnifying party’s sole cost and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party expense (which consent costs and expenses shall not be unreasonably withheld applied against any indemnity limitation herein), shall take all steps necessary in the defense or delayedsettlement thereof. At The indemnified party shall be entitled to participate in (but not control) the defense of any time after the Indemnifying Party acknowledges such action, with its obligations hereunder with respect own counsel and at its own expense, and shall be entitled to any third and all information and documentation relating thereto. If the indemnifying party claimdoes not assume (or continue to diligently and competently prosecute) the defense of any such claim or litigation resulting therefrom in accordance with the terms hereof, the Indemnifying Party indemnified party may, at the indemnifying party’s expense, defend against such claim or litigation in such manner as it may request deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the Indemnified Party to agree in writing same to the payment indemnifying party, on such terms as the indemnified party may deem appropriate. The indemnified party will cooperate reasonably with the indemnifying party in its efforts to conduct or compromise resolve such matters, including by making available to the indemnifying party relevant documents and witnesses. The indemnified party and the indemnifying party shall keep each other informed of such all settlement negotiations with third-parties and of the progress of any litigation with third-parties. The indemnified party and the indemnifying party shall permit each other reasonable access to books and records and shall otherwise cooperate with all reasonable requests of each other in connection with any indemnifiable matter resulting from a claim by a third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsPerson.

Notice of Claims. Within thirty The indemnified party shall promptly notify the indemnifying party in writing of all matters which may give rise to the right to indemnification hereunder; provided, however, that failure to timely give the notice provided in this Section 16.3 shall not be a defense to the liability of the indemnifying party for such claim, but the indemnifying party may recover any actual damages arising from the indemnified party’s failure to give such timely notice. The indemnified party shall not admit any liability with respect to, or settle, compromise or discharge any such matter covered by this Section 16 without the indemnifying party’s prior written consent (30which shall not be unreasonably withheld). The indemnifying party shall have the right, with the consent of the indemnified party (which shall not be unreasonably withheld), to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled. In connection with any claim giving rise to indemnity hereunder, the indemnifying party at its sole cost and expense may, upon written notice to the indemnified party received by the indemnified party within ten (10) calendar days after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”) has received indemnifying party’s receipt of notice of or has acquired knowledge of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainableassume the defense of any such claim or legal proceeding. If the indemnifying party assumes the defense of any such claim or legal proceeding, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice indemnifying party shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except select counsel reasonably acceptable to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure indemnified party to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in conduct the defense of such third party claim claims or legal proceedings and, at the indemnifying party’s sole cost and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party expense (which consent costs and expenses shall not be unreasonably withheld applied against any indemnity limitation herein), shall take all steps necessary in the defense or delayedsettlement thereof. At The indemnified party shall be entitled to participate in (but not control) the defense of any time after the Indemnifying Party acknowledges such action, with its obligations hereunder with respect own counsel and at its own expense, and shall be entitled to any third and all information and documentation relating thereto. If the indemnifying party claimdoes not assume (or continue to diligently and competently prosecute) the defense of any such claim or litigation resulting therefrom in accordance with the terms hereof, the Indemnifying Party indemnified party may, at the indemnifying party’s expense, defend against such claim or litigation in such manner as it may request deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the Indemnified Party to agree in writing same to the payment indemnifying party, on such terms as the indemnified party may deem appropriate. The indemnified party will cooperate reasonably with the indemnifying party in its efforts to conduct or compromise resolve such matters, including by making available to the indemnifying party relevant documents and witnesses. The indemnified party and the indemnifying party shall keep each other informed of such all settlement negotiations with third parties and of the progress of any litigation with third parties. The indemnified party and the indemnifying party shall permit each other reasonable access to books and records and shall otherwise cooperate with all reasonable requests of each other in connection with any indemnifiable matter resulting from a claim (provided such payment or compromise has been previously approved in writing by the a third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsperson.

Notice of Claims. Within thirty (30a) days after a Person seeking indemnification hereunder Any Buyer Group Member or Seller Group Member (hereinafter the “Indemnified Party”) has received seeking indemnification hereunder shall give to the party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a written notice of or has acquired knowledge of (a “Claim Notice”) describing in reasonable detail the facts giving rise to any claim by any Person not a Party to this Agreement for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis amount of such claim, andand a reference to the provision of this Agreement upon which such claim is based; provided that a Claim Notice in respect of any pending or threatened action at law or suit in equity by or against a third Person as to which indemnification will be sought (each such action or suit being a “Third Person Claim”) shall be given promptly, if ascertainablebut in no event more than ten (10) Business Days following such Indemnified Party’s receipt of such Third Person Claim; provided, the amount thereof. Notwithstanding the foregoingfurther, the that failure of the Indemnified Party to give such notice within such ten (10) Business Day period shall not excuse relieve the Indemnifying Party’s obligation to indemnify and, in the case Indemnitor of a third party claim, defend the Indemnified Party, its obligations hereunder except to the extent the Indemnifying Party has suffered damage or prejudice it shall have been prejudiced by reason of the Indemnified Party’s failure to give or delay in giving such noticefailure. Within The Indemnitor shall have ten (10) business days of Business Days from receipt of any notice issued by the Indemnified Party pursuant Claim Notice (the “Notice Period”) to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party (i) whether or not the Indemnifying Party acknowledges Indemnitor disputes its indemnification obligation and, in the case of a third party claim, its defense obligation liability hereunder with respect to the claim which was the subject of the Indemnified Party’s notice such Third Person Claim and (ii) whether or whether not it disclaims such obligations. In the event the Indemnifying Party disclaims or fails desires to timely acknowledge its obligations with respect to any claim by defend the Indemnified Party relating to any third party claimagainst such Third Person Claim. (b) Following expiration of the Notice Period, the amount of indemnification to which an Indemnified Party shall be entitled under this Article XI shall be determined: (i) by the written agreement between the Indemnified Party and the Indemnitor; (ii) by a final judgment or decree of any court of competent jurisdiction; or (iii) by any other means to which the Indemnified Party and the Indemnitor shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Party shall have the burden of proof in establishing the amount of Loss and Expense suffered by it. (c) In calculating any Loss or Expense, such Loss or Expense shall be (i) reduced by any insurance recovery in respect thereof (and no right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations subrogation shall accrue hereunder with respect to any third party claiminsurer); (ii) reduced by any indemnity, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled contribution or other similar payment received by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder (other than pursuant to this Agreement) with respect to such Loss or Expense; (iii) increased by any third party claim, the Indemnifying Party may request net Tax cost incurred by the Indemnified Party to agree in writing to arising from the receipt or accrual of indemnity payments hereunder (grossed up for such increase); and (iv) reduced by any net Tax benefit realized by the Indemnified Party arising from the payment or compromise accrual of any such third party claim indemnified amount. (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the d) The Indemnified Party shall promptly agree in writing use commercially reasonable efforts to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsmitigate any losses.

Notice of Claims. Within thirty (30a) days after If a Person seeking indemnification hereunder Party (hereinafter the “Indemnified Party”) has received notice of or has acquired knowledge becomes aware of any claim by any Person not a Party to claim, suit, demand, proceeding or other matter under or in connection with this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement Transaction Document (“third party claimClaim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), including pursuant to an indemnity, the Indemnified Party will as soon as reasonably practicable (and in any event, within 20 Business Days of becoming of a Claim) give written notice thereof to the Indemnifying Party written notice (a “Notice of such Claim”). Such Notice of Claim will specify whether the Claim arises as a result of a claim by a Person who is not a party against an Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and will also specify with reasonable particularity (to the commencement or threatened commencement extent that the information is available): (i) the factual basis for the Claim; and (ii) the amount of such action or proceedingthe Claim, if any. Such notice shall state known. (b) The Indemnified Party will not be liable in respect of a Claim unless the nature Indemnifying party gives a Notice of Claim in accordance with paragraph (a), and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure of thereafter the Indemnified Party to give such notice shall not excuse gives the Indemnifying PartyParty access to all records relating to the Claim that is the subject of that notice and allows the Indemnifying Party a period of 30 Business Days to investigate the facts, matters or circumstances that may give rise to the Claim. (c) The parties acknowledge that Governmental Bodies responsible for Tax matters typically request a response to an inquiry or other claim or notice within 5 days. Without limiting paragraph (b), if: (i) a Purchaser Group member receives such an inquiry, claim or notice and it will or may lead to a Claim against Nyrstar, the relevant member will use commercially reasonable efforts to provide notice (which will not constitute a Notice of Claim) to Nyrstar of such inquiry, claim or notice within 2 Business Days of receipt by that member of notice from any Governmental Body relating to Taxes, and shall promptly seek an extension of time to respond to the relevant inquiry, claim or notice and notify Nyrstar of any extension which is granted. Nothing in this provision affects a Purchaser Group member’s obligation to indemnify give the Notice of Claim as soon as reasonably practicable; and (ii) Nyrstar receives such an inquiry, claim or notice and it will or may lead to a Claim against the Purchaser or GPS, Nyrstar will use commercially reasonable efforts to provide notice (which will not constitute a Notice of Claim) to the Purchaser of such inquiry, claim or notice within 2 Business Days of receipt by Nyrstar of notice from any Governmental Body relating to Taxes, and shall promptly seek an extension of time to respond to the relevant inquiry, claim or notice and notify the Purchaser of any extension which is granted. Nothing in this provision affects Nyrstar's obligation to give the Notice of Claim as soon as reasonably practicable. (d) The obligations of an Indemnifying Party hereunder is conditional upon the Indemnified Party providing a Notice of Claim to the Indemnifying Party in accordance with clause 8(a), except in the case of a third party claim, defend the Indemnified Party, except any Claims based upon or relating to the extent in any manner whatsoever to intentional misrepresentation or fraud by the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give any officer, director, employee, representative or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent Related Body Corporate of the Indemnifying Party Party, as the case may be, which consent shall not Claims may be unreasonably withheld or delayed. At made at any time from and after the Indemnifying Party acknowledges its obligations hereunder with respect Closing Date. (e) Subject to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim paragraph (provided such payment or compromise has been previously approved in writing by the third party claimantg), and, in the event of a Claim against Nyrstar by the Indemnifying Purchaser and/or GPS under this Agreement that has not been satisfied or settled, the Purchaser will be entitled to withhold payment out of amounts payable under the Earn-Out Agreement to Nyrstar on account of the Earn- Out Consideration up to the amount of the Claim and such withheld amounts will be dealt with as follows: (i) in the event that it is determined under this Agreement that Nyrstar is obligated to make payment to the Purchaser or GPS in respect of the Claim, the Purchaser will be entitled to retain the amount of such withheld payment to the extent of the amount payable in respect of the Claim, which will be treated as having been paid in full to Nyrstar under the Earn-Out Agreement, and the amount owing by Nyrstar in respect of the Claim will be reduced by the amount of such withholding; and (ii) in the event that it is determined under this Agreement, that Nyrstar is not obligated to make any payment to the Purchaser or GPS in respect of the Claim (including if the Purchaser or GPS does not proceed with relevant Claim), then the Purchaser will make payment of the amount of the Earn-Out Consideration withheld to Nyrstar forthwith; and (iii) in the event that paragraph (ii) is applicable, the Purchaser will pay to Nyrstar, at the same time it makes the payment referred to in paragraph (ii), interest at a rate of 10% per annum, compounding annually, on the relevant amount, calculated from the date the payment was otherwise due until the date payment is actually made. (f) Without limiting clause 8(e)(iii), if a Party does sonot pay to another Party, on the relevant date for payment, an amount actually due in connection with a Claim, the Indemnified first-mentioned Party shall promptly agree will pay to the other Party (in writing addition to such settlementthe amount due) interest at a rate of 10% per annum, unless such settlement would involve a remedy or remediescompounding annually, other than on the relevant amount, calculated from the date the payment was otherwise due until the date payment is actually made. (g) The Purchaser or GPS (as applicable) may only withhold an amount pursuant to paragraph (e) if it has a legitimate and reasonable belief, after consultation with legal counsel, that its prospects of money damages by recovering an amount under the Indemnifying PartyClaim are greater than 50%, and then only to the extent of the amount which the Indemnified Party it legitimately and reasonably objectsbelieves it will recover.

Notice of Claims. Within thirty Subject to the obligation to assert any indemnification claim within the survival period set forth in ‎Section 10.1, any party entitled to indemnification under this Article X (30) days after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”) who believes it has received notice a right of or has acquired knowledge of any claim by any Person not a Party to indemnification under this Agreement of the commencement or threatened commencement of and any action or proceeding by any Person not Related Document (a Party to this Agreement (“third party claimClaim”) or has acquired knowledge of any other claim hereunder against another Party hereto shall give prompt written notice to the indemnifying party (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”) of (i) the facts and circumstances giving rise to the claim, (ii) a good faith estimate of the amount of Damages, and (iii) the specific representation, warranty or covenant alleged to have been breached (the “Notice”). Subject to the obligation to assert any Claim within the survival period set forth in ‎Section 10.1, failure to give Notice shall not relieve any Indemnifying Party of any obligations that the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure of the may have to Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Partyunder this Article X, except to the extent that such failure has prejudiced the Indemnifying Party has suffered damage or prejudice by reason of under the Indemnified Party’s failure to give or delay provisions for indemnification contained in giving such noticethis Agreement. Within ten (10) business 20 days of receipt of the Notice (the “Objection Period”), Indemnifying Party may object (a “Claim Objection”) to any notice issued matter, including the basis and amount of such Claim, set forth in such Notice by the delivering to Indemnified Party pursuant to this Section 12.3written notice setting forth such objections in reasonable detail. If Indemnified Party does not receive a Claim Objection within the Objection Period, the then Indemnifying Party shall notify be deemed to have acknowledged and agreed with the correctness of such Claim amount for the full amount thereof and shall thereafter be precluded from disputing such Claim amount. If Indemnifying Party delivers a timely Claim Objection to Indemnified Party, Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect shall not be entitled to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the recoupment until Indemnified Party shall have received either a certified copy of the right to defend such claim, with counsel final decision (by a court of its own selection, competent jurisdiction) or Indemnified Party and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claimexecuted a written agreement resolving such dispute (such final determination by a court of competent jurisdiction or written agreement being a “Final Determination”) setting forth the amount, the if any, which Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect is entitled to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsreceive.

Notice of Claims. Within thirty (30) days after a Person seeking A Party entitled to indemnification hereunder (hereinafter the “Indemnified Claiming Party”) has received notice ” and for purposes of or has acquired knowledge of this Agreement if any claim by any Person not Selling Party would qualify as a Claiming Party pursuant to this Agreement Agreement, the Selling Parties’ Representative must act on behalf of such Selling Party) will give the commencement or threatened commencement of any action or proceeding by any Person not a Party obligated to this Agreement provide such indemnification (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the ” and for purposes of this Agreement if any Selling Party would qualify as an Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3Agreement, the Indemnifying Selling Parties’ Representative must act on behalf of such Selling Party) prompt notice of any claim, for which such Claiming Party shall notify proposes to demand indemnification, (1) by a Person that is not a Party nor an Other Indemnified Person (such a claim being a “Third Party Claim” and such notice of such Third Party Claim being the Indemnified “Initial Claim Notice”) or (2) that does not involve a Third Party whether the Indemnifying Party acknowledges its indemnification obligation andClaim, in each case specifying the case amount and nature of a third party claim, its defense obligation with respect such claim (to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligationsextent known). In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claimThereafter, the Indemnified Claiming Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by will give the Indemnifying Party, promptly after the Claiming Party’s (or any of its applicable Other Indemnified Person’s) receipt or delivery thereof, copies of all documents (including court papers) received or delivered by the Claiming Party (or any such Other Indemnified Person) relating to which any such Third Party Claim. The failure to promptly give such notice or to promptly give such copies will not relieve the Indemnified Indemnifying Party reasonably objectsof any Liability hereunder, except if the Indemnifying Party was prejudiced thereby, but only to the extent of such prejudice.

Notice of Claims. Within Each Party against whom a claim for indemnity pursuant to this Article 5 shall have been made (each, an “Indemnifying Party”) shall have the right to defend the Person seeking such indemnity (each, an “Indemnified Party”) with counsel of such Indemnifying Party’s choice in respect of any third party claim, so long as (i) such counsel is reasonably satisfactory to the Indemnified Party, (ii) the Indemnifying Party shall have provided written notice to the Indemnified Party, within thirty (30) days after a Person seeking indemnification hereunder (hereinafter receipt by the “Indemnified Party”) has received notice of or has acquired knowledge of any claim by any Person not a Indemnifying Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a related Claims Notice, indicating that the Indemnifying Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) will indemnify the Indemnified Party shallin accordance with the terms of this Article 5, if such claim is indemnifiable by the other Party pursuant hereto and (hereinafter the “Indemnifying Party”), give iii) the Indemnifying Party written notice of such claim and conducts the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure defense of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage claim or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such noticematter actively and diligently. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the The Indemnified Party shall have the right to defend such claim, with retain separate co-counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, sole cost and expense and participate in the defense of any such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent or matter; provided, that any related attorneys’ fees shall not be unreasonably withheld indemnifiable Losses. Knowledge by an Indemnified Party of any breach or delayed. At any time after non-compliance hereunder shall not constitute a waiver of such Indemnified Party’s rights and remedies under this Agreement, provided that such Indemnified Party shall have notified the applicable Indemnifying Party acknowledges its obligations of such breach or non-compliance in a timely manner and in accordance with the terms of this Article 5. No express or implied waiver by an Indemnified Party of any default hereunder with respect shall in any way be, or be construed to be, a waiver of any third party claim, the Indemnifying Party may request the other default. The failure or delay of an Indemnified Party to agree in writing exercise any of its rights granted hereunder regarding any default shall not constitute a waiver of any such right as to the payment any other default, and any single or compromise partial exercise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the any particular right granted to an Indemnified Party hereunder shall promptly agree in writing to such settlement, unless such settlement would involve not exhaust the same or constitute a remedy or remedies, waiver of any other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsright provided herein.

Notice of Claims. Within thirty (30a) days after a Person Any Parent Indemnified Party or Equityholder Indemnified Party seeking indemnification hereunder (hereinafter the “Indemnified Party”) has received notice of or has acquired knowledge of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by within the other Party pursuant hereto (hereinafter the “Indemnifying Party”)period provided for in Section 8.1, give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify andgive, in the case of indemnification sought by (i) any Equityholder Indemnified Party, to Parent, or (ii) any Parent Indemnified Party, to the Representatives, a third party written notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to the claim for indemnification hereunder that is the subject of the Claim Notice. The Claim Notice shall include (if and to the extent then known) the amount and the method of computation of the amount of such claim, defend a reference to the Indemnified Partyprovision of this Agreement upon which such claim is based and all material documentation relevant to the claim (to the extent not previously provided under this Section 8.5). A Claim Notice shall be given promptly following the claimant’s determination that facts or events are reasonably expected to give rise to a claim for indemnification hereunder; provided, that, the failure to give such written notice shall not relieve any Indemnitor of its obligations hereunder, except to the extent the Indemnifying Party has suffered damage or it demonstrates actual and material prejudice by reason of the Indemnified Party’s such failure. The failure to give submit all relevant documentation with a Claim Notice or delay in giving such notice. Within ten (10) business days of receipt of any notice issued otherwise abide by the Indemnified Party procedural covenants set forth in this Section 8.5 shall not result in the purported Claim Notice not being a proper Claim Notice hereunder, except to the extent such failure results in actual and material prejudice to the parties required to provide the indemnity pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation andAgreement. (b) An Indemnitor (acting through Parent, in the case of indemnification sought by an Equityholder Indemnified Party, and acting through the Representatives, in the case of indemnification sought by a third party claimParent Indemnified Party) shall have until 5 p.m. Eastern Time on the 30th day after the giving of any proper Claim Notice pursuant hereto to (i) agree to the amount or method of determination set forth in the Claim Notice and to pay or cause to be paid such amount to such Indemnified Party in immediately available funds or (ii) provide such Indemnified Party and the Escrow Agent (in the case of indemnification sought by a Parent Indemnified Party) with written notice that it disagrees with the amount or method of determination set forth in the Claim Notice (the “Dispute Notice”). For a period of 30 days after the giving of any Dispute Notice, its defense obligation a representative of the Indemnitor and the Indemnified Party shall negotiate in good faith to resolve the matter. In the event that the controversy is not resolved within 30 days after the date the Dispute Notice is given, the parties may thereupon proceed to pursue any and all available remedies at law. If (x) the Indemnitor agrees to the Claim Notice pursuant to clause (i) above or fails to provide a timely Dispute Notice pursuant to clause (ii) above or resolves the disagreement described in a Dispute Notice with the Indemnified Party, and, in any such case, the Indemnified Party is a Parent Indemnified Party, or (y) a final, non-appealable Court Order is issued finding that an Parent Indemnified Party is entitled to indemnification for Losses hereunder, then, in either such case, for each Equityholder, such number of Parent Shares (rounded up or down to the nearest whole share) equal to such Equityholder’s Allocable Percentage multiplied by an amount equal to the amount set forth in the Claim Notice or Court Order or the resolved amount (as applicable) divided by the appropriate per share value of Parent Shares determined pursuant to Section 8.7(c) (the “Indemnity Cancelled Parent Shares”) shall be returned to Parent, deemed to be cancelled and all rights such Equityholder may have to such Parent Shares shall be extinguished. Parent and Representatives shall promptly inform the Escrow Agent of the number of Indemnity Cancelled Parent Shares and shall take such action as is necessary to have the Escrow Agent promptly return to the Parent certificates representing such number of Indemnity Cancelled Parent Shares. If (x) the Indemnitor agrees to the Claim Notice pursuant to clause (i) above or fails to provide a timely Dispute Notice pursuant to clause (ii) above or resolves the disagreement described in a Dispute Notice with the Indemnified Party, and, in any such case, the Indemnified Party is an Equityholder Indemnified Party, or (y) a final, non-appealable Court Order is issued finding an Equityholder Indemnified Party is entitled to indemnification for Losses hereunder, then, in either such case, Parent shall pay, or cause to be paid to, the Representative for the benefit of the Equityholder Indemnified Parties in accordance with their respective Allocable Percentages, an amount in cash equal to the amount set forth in the Claim Notice or Court Order or the resolved amount (as applicable). (c) Other than with respect to the right to submit a Dispute Notice pursuant to Section 8.5(b) and the last two sentences of Section 8.5(b), for which parallel mechanics shall apply to Section 8.6, the provisions of this Section 8.5 shall not apply in the case of a Claim Notice provided in connection with a claim which was the subject of the by a third Person made against an Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim which claims shall be settled governed by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsSection 8.6.

Notice of Claims. Within thirty The Indemnified Party shall provide the indemnifying party with reasonably prompt notice of each Third Party Claim or IP Claim to permit the indemnifying party to answer and defend the Third Party Claim or IP Claim. Upon receipt of such notice, the Indemnifying party shall respond in writing to the tender of defense within twenty (3020) days after a Person seeking indemnification hereunder (hereinafter of receipt of such notice. The Indemnified Party shall provide the “indemnifying party with reasonable information and assistance, at the indemnifying party’s expense, to help defend any Third Party Claim or IP Claim. The Indemnified Party”) has received notice of or has acquired knowledge Party shall have the right to employ separate counsel and participate in the defense of any claim Third Party Claim, at its own expense. With respect to IP Claims, Microsoft shall have the exclusive right to undertake the defense against the IP Claim and to select the counsel to handle the IP Claim. A failure by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice to respond in writing to the tender of such claim and defense within the commencement or threatened commencement time specified in this subsection will be deemed a waiver of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party any objection to give such notice shall not excuse the Indemnifying Party’s its obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except but not a waiver of the indemnifying party’s rights to the extent the Indemnifying Party has suffered damage object to any subsequent obligation to indemnify or prejudice by reason of to hold harmless the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect respond to any claim by the Indemnified Party relating to any third party claima tender of defense, the Indemnified Party shall thereafter have the right to defend control the defense of such claimThird Party Claim or IP Claim, with counsel of its own selection, and compromise such claim without prejudice to its including the right to indemnification hereunderselect which law firm defends the claim. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect rejects the tender of defense or fails to any third party claimundertake and continue such defense or fails (in the Indemnified Party’s reasonable opinion) to adequately pursue or conduct such defense, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to will be liable for 100% of any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim legal fees and no such third party claim shall be settled expenses incurred by the Indemnified Party without to compel the prior written consent Indemnifying party to honor its obligations under this Section, regardless of the comparative negligence or fault of the Indemnified party, and the Indemnifying Party which consent expressly waives any right it may have under statutory or common law that might operate to make the recovery of fees under this subsection (iii) a mutual right. For the avoidance of doubt, if each party tenders the defense of the same Third Party Claim or an IP Claim to the other, and unless there can be no good faith dispute that the underlying conduct giving rise to the Loss was solely within the control of Company, Microsoft shall not be unreasonably withheld defend both parties against the Third Party Claim or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect IP Claim, subject to any third party claim, the Indemnifying Party may request the Indemnified Party rights to agree in writing to the payment or compromise of such third party claim recoup its defense expenses under this subsection (provided such payment or compromise has been previously approved in writing by the third party claimantiii), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objects.

Notice of Claims. Within thirty (30) days after a Person seeking indemnification hereunder (hereinafter The Indemnified Party shall promptly notify the “Indemnified Party”) has received notice of or has acquired knowledge Indemnifying Party in writing of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge which may give rise to the right to indemnification hereunder; provided, however, that failure to timely give the notice provided in this Section 8.3 shall not be a defense to the liability of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of for such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent but the Indemnifying Party has suffered damage or prejudice by reason of may recover any actual damages arising from the Indemnified Party’s failure to give or delay in giving such timely notice. Within The Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge any such matter covered by this Article VIII without the Indemnifying Party’s prior written consent (which shall not be unreasonably withheld). The Indemnifying Party shall have the right, with the consent of the Indemnified Party (which shall not be unreasonably withheld, delayed or conditioned), to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person other than the Indemnified Party, the Indemnifying Party may, at its sole cost and expense, upon written notice to the Indemnified Party received by the Indemnified Party within ten (10) business calendar days of after the Indemnifying Party’s receipt of notice of such claim, assume the defense of any notice issued by such claim or legal proceeding. If the Indemnified Indemnifying Party pursuant to this Section 12.3assumes the defense of any such claim or legal proceeding, the Indemnifying Party shall notify select counsel reasonably acceptable to the Indemnified Party whether to conduct the defense of such claims or legal proceedings and, at the Indemnifying Party’s sole cost and expense, shall take all steps necessary in the defense or settlement thereof. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its own counsel and at its own expense, and shall be entitled to any and all information and documentation relating thereto. If the Indemnifying Party acknowledges its indemnification obligation and, in does not assume the case defense of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel or litigation resulting therefrom in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claimterms hereof, the Indemnified Party may, at its expense, participate in the defense of such third party claim Indemnifying Party’s expense and no such third party claim shall be settled by the Indemnified Party without the upon prior written notice to the Indemnifying Party (with reasonable opportunity for the Indemnifying Party to assume such defense), defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, with the consent of the Indemnifying Party which (such consent shall not to be unreasonably withheld withheld, delayed or delayedconditioned). At any time after The Indemnified Party will cooperate reasonably with the Indemnifying Party acknowledges in its obligations hereunder with respect efforts to any third party claimconduct or resolve such matters, including by making available to the Indemnifying Party may request the relevant documents and witnesses. The Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event and the Indemnifying Party does so, shall keep each other informed of all settlement negotiations with third parties and of the progress of any litigation with third parties. The Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by and the Indemnifying Party, Party shall permit each other reasonable access to which the Indemnified Party reasonably objectsbooks and records and shall otherwise cooperate with all reasonable requests of each other in connection with any indemnifiable matter resulting from a claim by a third Person.

Notice of Claims. In the event any Indemnified Person wishes to pursue its, his or her rights to indemnification under this Article 9, if the matter does not involve a Third Party Claim under Section 9.5 hereof, the Indemnified Person shall give written notice thereof to the Indemnifying Party stating that an indemnification Claim or Claims pursuant to Section 9.2 or any other provision of this Agreement is being made, describing the basis for such Claim with reasonable specificity and specifying in reasonable detail the Losses in respect of such Claim (provided that the Indemnified Person shall not be bound by any estimate of Losses made in good faith and contained in such description). Within thirty (30) days after a Person seeking indemnification hereunder (hereinafter from the “Indemnified Party”) has received notice of or has acquired knowledge of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice receipt of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the provide a written notice to such Indemnified Party Person indicating whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect objects to the claim which was the subject of the such Claim. If no such objection notice is received by such Indemnified Party’s notice or whether it disclaims Person within such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claimthirty (30) day period, the Indemnifying Party waives any objection to such Indemnified Person being indemnified for such Claim pursuant to this Agreement under this Article 9. If such notice of objection is provided within such period, the Indemnifying Party and the Indemnified Person or its, his or her representative(s) shall defend then attempt in good faith for thirty (30) days to agree upon the same rights of the respective parties with counsel respect to each of such Claims. If no such resolution can be reached after good faith negotiation, such Indemnified Person or the Indemnifying Party may institute proceedings in a court of competent jurisdiction (in accordance with this SectionSection 11.8) to resolve any such dispute, and each such Indemnified Person and the Indemnifying Party, subject to Section 6.13, shall seek to resolve such dispute in as expeditious a manner as practicable. Where In the case of any such proceeding, the Indemnified Person and the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall each be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than responsible for the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsits own fees and expenses.

Notice of Claims. Within Each Party against whom a claim for indemnity pursuant to this Article 5 shall have been made (each, an “Indemnifying Party”) shall have the right to defend the Person seeking such indemnity (each, an “Indemnified Party”) with counsel of such Indemnifying Party’s choice in respect of any third party claim, so long as (i) such counsel is reasonably satisfactory to the Indemnified Party, (ii) the Indemnifying Party shall have provided written notice to the Indemnified Party, within thirty (30) days after a Person seeking indemnification hereunder (hereinafter receipt by the “Indemnified Party”) has received notice of or has acquired knowledge of any claim by any Person not a Indemnifying Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a related Claims Notice, indicating that the Indemnifying Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) will indemnify the Indemnified Party shallin accordance with the terms of this Article 5, if such claim is indemnifiable by the other Party pursuant hereto and (hereinafter the “Indemnifying Party”), give iii) the Indemnifying Party written notice of such claim and conducts the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure defense of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage claim or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such noticematter actively and diligently. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the The Indemnified Party shall have the right to defend such claim, with retain separate co-counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of any such third party claim or matter; provided that any related attorneys’ fees shall not be indemnifiable Losses unless the Indemnifying Party and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, are both defendants in the event matter for which the Indemnifying Party does so, indemnity is sought and the Indemnified Party shall promptly agree have been advised by counsel representing the Parties an actual conflict of interest would arise in writing to such settlement, counsel’s continued representation of both Parties. Knowledge by an Indemnified Party of any breach or non-compliance hereunder shall not constitute a waiver of such Indemnified Party’s rights and remedies under this Agreement unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsshall have failed to notify the applicable Indemnifying Party of such breach or non-compliance in a timely manner in accordance with the terms of this Article 5. No express or implied waiver by an Indemnified Party of any default hereunder shall in any way be, or be construed to be, a waiver of any other default. The failure or delay of an Indemnified Party to exercise any of its rights granted hereunder regarding any default shall not constitute a waiver of any such right as to any other default, and any single or partial exercise of any particular right granted to an Indemnified Party hereunder shall not exhaust the same or constitute a waiver of any other right provided herein.

Notice of Claims. Within thirty (30a) days after a Person seeking indemnification hereunder If (hereinafter the i) any Purchaser Indemnitee or Seller Indemnitee (an “Indemnified Party”) believes that it has received notice of suffered or has acquired knowledge of incurred or will suffer or incur any claim Damages for which it is entitled to indemnification under this Article 8, or (ii) any Claim is instituted by any Person not or against a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of with respect to which any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shallintends to claim any Damages, if such claim Indemnified Party shall so notify the party or parties from whom indemnification is indemnifiable by the other Party pursuant hereto being claimed (hereinafter the “Indemnifying Party”) with reasonable promptness and reasonable particularity in light of the circumstances then existing (the “Notice of Claim”), give . The Notice of Claim delivered pursuant to this Section 8.4 shall describe the Indemnifying Party written notice of such claim Damages and/or Claim in reasonable detail and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, indicate the amount thereofof the Damages that have been or may be suffered by the Indemnified Party. Notwithstanding the foregoing, the The failure of the an Indemnified Party to give such any notice required by this Section shall not excuse affect any of such Party’s rights under this Article 8 or otherwise except and to the extent that such failure is prejudicial to the rights or obligations of the Indemnifying Party. (b) Should any Claim be made or suit or proceeding be instituted against any Purchaser Indemnitee, which, if prosecuted successfully, would be a matter for which such Purchaser Indemnitee is entitled to indemnification pursuant to Section 8.2 (a “Third Party Claim”), Purchaser shall notify Seller within twenty (20) Business Days after Purchaser’s obligation receipt of notification of the Third Party Claim, including a description of the factual basis of the Third Party Claim and shall indicate the amount of the Damages. Thereafter, Purchaser shall promptly deliver to indemnify and, in the case Seller copies of a third party claim, defend the Indemnified Party, except all notices and documents (including court papers) received by Purchaser relating to the extent the Indemnifying Third Party has suffered damage or prejudice by reason of the Indemnified Party’s failure Claim. Seller shall be entitled to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of the Third-Party Claim and, if it so chooses, to assume the defense thereof at its own expense with counsel selected by such third party Seller and reasonably acceptable to Purchaser, if Seller gives written notice to Purchaser of its election to assume the defense of such Third Party Claim within ten (10) Business Days after Seller receives notice of such claim and no such third party claim from Purchaser; provided, however, that Seller shall not be settled entitled to assume the defense of any Claim related to, either directly or indirectly, (i) the Program Technology or any intellectual property acquired by Purchaser in connection with this Agreement, (ii) criminal liability, (iii) in which equitable relief is sought against a Purchaser Indemnitee or (iv) with respect to which the Indemnified potential Damages could be reasonably expected to exceed the Indemnification Cap. If Seller assumes the defense of a Third-Party Claim, Seller may not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Purchaser Indemnitee (not to be unreasonably withheld or delayed) if (i) such judgment or settlement does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Purchaser Indemnitee of a full release from all liability in respect to such Third Party Claim, (ii) such judgment or settlement would result in the finding or admission of any violation of Law by Purchaser or the rights of any person, (iii) the sole relief provided is anything other than monetary damages or (iv) as a result of such consent or settlement, injunctive or other equitable relief would be imposed against the Purchaser Indemnitee. Purchaser will cooperate, at the expense of Seller, as Seller may reasonably request in investigating, defending and, subject to the terms set forth above, settling such Third Party Claim. If Seller elects not to defend a Third-Party Claim, is not permitted to defend such Third Party Claim or fails to notify Purchaser of its election as herein provided, Purchaser may pay, compromise, settle or defend such Third-Party Claim at the sole cost and expense of Seller if Seller is determined to be liable to Purchaser hereunder, provided, however, that no such payment in compromise or settlement of, or other compromise or settlement of, may be effected by Purchaser without Seller’s consent (which consent shall not be unreasonably withheld or delayed). At In any time after the Indemnifying Party acknowledges event, Seller shall be entitled, at its obligations hereunder with respect expense, to participate in any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise defense of such third party claim (provided such payment or compromise has been previously approved in writing by Third Party Claim with the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party consent of Purchaser which shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsnot be unreasonably withheld.

Notice of Claims. Within thirty 9.2.1 Subject to Section 9.2.2, a Seller Indemnified Party or an Issuer Indemnified Party (30each an Indemnified Party), as the case may be, shall give the Issuers and any relevant Seller (as the case may be) (the Indemnifying Party) notice of any matter which such Indemnified Party has determined has given, or could give, rise to a right of indemnification under this Agreement, within ninety (90) days after of such determination. The notice shall state the amount of the Loss, if known, and the method of its calculation and shall contain a Person seeking reference to the provisions of this Agreement in respect of which such right of indemnification hereunder (hereinafter the “is claimed or arises. 9.2.2 If an Indemnified Party”) has received Party receives written notice of any third party claim or has acquired knowledge potential claim (Third Party Claim) against it which is or may be the subject of any a claim by any Person not a Party to this Agreement it under the Issuer Indemnity or the Seller Indemnity (as the case may be), the obligations and liabilities of the commencement or threatened commencement of any action or proceeding by any Person not a Indemnifying Party under this Clause 9 shall be subject to this Agreement the following terms and conditions: (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”1) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), shall give written notice thereof to the Indemnifying Party written notice within sixty (60) days of receipt of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the provided that failure of the Indemnified Party to give such notice shall not excuse release the Indemnifying Party’s obligation Party from any of its obligations under this Clause 9 except to the extent it has been materially prejudiced by such failure; (2) the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim and take such further action to contest, resist or appeal the validity, applicability and amount of such claim in appropriate administrative or judicial proceedings either: (a) in the name of the Indemnified Party (provided that the Indemnifying Party shall indemnify andand secure the Indemnified Party to its reasonable satisfaction against all losses costs damages and expenses which may be incurred thereby), or (b) in its own name, in either case, at its own expense and through retaining legal advisers of its choice provided that it gives notice of its intention to do so to the case Indemnified Party within five (5) Business Days of receipt of the notice of such Third Party Claim from the Indemnified Party; provided however, that if there exists or is reasonably likely to exist a third party claim, defend conflict of interest that would make it inappropriate in the judgment of the Indemnified Party, except in its sole and absolute discretion, for the same legal advisers to represent both the extent Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own legal advisers, in each jurisdiction for which the Indemnified Party reasonably determines counsel is required, at the expense of the Indemnifying Party. In the event that the Indemnifying Party has suffered damage or prejudice by reason of exercises its right hereunder to undertake the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt defense of any notice issued by such Third Party Claim, the Indemnified Party pursuant to this Section 12.3shall co-operate with the Indemnifying Party in such defense as is reasonably required by the Indemnifying Party. In the event that the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall notify co-operate with the Indemnified Party whether in such defense as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party acknowledges its indemnification obligation and, in without the case of a third party claim, its defense obligation with respect to the claim which was the subject prior written consent of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall Third Party Claims may be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall Party, in each case not to be unreasonably withheld or delayed. At , unless such settlement will not result in (a) any time after the Indemnifying Party acknowledges its obligations hereunder with judgment or finding of liability, guilt or wrongdoing (whether civil, criminal or regulatory) in respect to any third party claim, the Indemnifying Party may request of the Indemnified Party to agree in writing to the Party, (b) any penalty, fine or other payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant)Indemnified Party, andor the imposition of any Lien on, in or any risk of forfeiture of the event the Indemnifying Party does soassets of, the Indemnified Party shall promptly agree in writing to such settlementand (c) any commercial, unless such settlement would involve a remedy legal, regulatory or remedies, other than the payment of money damages by the Indemnifying Party, to which competitive disadvantage for the Indemnified Party reasonably objectsParty.

Notice of Claims. Within thirty (30a) days after If (i) any third party or Governmental Authority institutes, threatens or asserts any Proceeding that may give rise to Losses for which a party (an “Indemnifying Party”) may be liable for indemnification under this ARTICLE VII (a “Third Party Claim”) or (ii) any Person seeking entitled to indemnification hereunder under this Agreement (hereinafter the an “Indemnified Party”) has received notice of or has acquired knowledge of any a claim to be indemnified by any Person an Indemnifying Party that does not involve a Third Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not Claim (a Party to this Agreement (“third party claimDirect Claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) ), then the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give will promptly send to the Indemnifying Party a written notice (a “Claim Notice”) specifying (to the extent known) in reasonable detail the nature of such claim and the commencement amount of all related Losses (the “Claim Amount”); provided, however, that any failure to give such Claim Notice or threatened commencement to provide any such facts or amounts will not affect the rights of the Indemnified Parties, except to the extent that such failure materially prejudices the Indemnifying Party. (b) In the event of a Third Party Claim, the Indemnifying Party will be entitled, but not obligated, to assume and control the defense of such action or proceedingThird Party Claim at its expense if it gives notice of its intention to do so to the Indemnified Party within thirty (30) days of the receipt of such notice from the Indemnified Party; provided, however, that, if anythere exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party will be entitled to retain its own counsel, as is reasonably acceptable to the Indemnifying Party, at the expense of the Indemnified Party; provided, further, that if the Indemnifying Party is Seller, such Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim that seeks an injunction or other equitable relief against the Indemnified Party. Such notice shall state If the nature Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party will cooperate with the Indemnifying Party in such defense and basis of such claimmake available to the Indemnifying Party all witnesses, andpertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, if ascertainablethe Indemnified Party, directly or indirectly, is conducting the defense against any such Third Party Claim, the amount thereofIndemnifying Party will cooperate with the Indemnified Party in such defense and make available to the Indemnified Party all such witnesses, pertinent records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. Notwithstanding the foregoing, no Indemnified Party will have any obligation to make available to the failure Indemnifying Party any information if making such information available would (i) jeopardize any attorney-client privilege or (ii) contravene any applicable Law, fiduciary duty or binding agreement (including any confidentiality agreement to which the Indemnified Party is a party) (it being understood that Indemnified Party will cooperate in any reasonable efforts and requests for waivers that would enable otherwise required disclosure to the Indemnifying Party to occur without contravening such Law, duty or agreement). (c) No Third Party Claim that is being defended by the Indemnifying Party in accordance with the terms of this Agreement will be settled by the Indemnifying Party without the prior written consent of the Indemnified Party (such consent not to give be unreasonably withheld, conditioned or withheld) unless (i) the terms of the proposed settlement include as an unconditional and with-prejudice term thereof the granting by the third party to any relevant Indemnified Party a release from all Liability in respect of such notice shall not excuse Third Party Claim; (ii) there is (A) no finding or admission of any violation of Law by any Indemnified Party and (B) no finding or admission of any violation of the rights of any Person by any Indemnified Party; and (iii) the sole form of relief is monetary damages that will be paid in full by the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying . No Third Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued Claim that is being defended by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with the terms of this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall Agreement will be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which (such consent shall not to be unreasonably withheld withheld, conditioned or delayed. At any time after withheld) unless the Indemnifying Indemnified Party acknowledges its obligations hereunder with respect agrees to any third party claimbear the Liability for such settlement. (d) In the event of a Direct Claim, the Indemnifying Party may request will have thirty (30) days from receipt of a Claim Notice to deliver a written statement objecting to the Direct Claim made in such Claim Notice explaining in reasonable detail and in good faith the basis for such objection. If the Indemnifying Party has not delivered to the Indemnified Party such written statement within such thirty (30)-day period, then (i) the Indemnifying Party will be deemed to agree have irrevocably waived any right to object to such Indemnification Claim and to have agreed that Losses in the amount of the applicable Claim Amount are indemnifiable hereunder, and (ii) as promptly as practicable and within five (5) Business Days following expiration of such thirty (30)-day period, the Indemnifying Party will cause the Claim Amount to be paid to the Indemnified Party by wire transfer of immediately available funds to a bank account designated in writing to the payment or compromise Indemnifying Party within two (2) Business Days of the expiration of such third party claim thirty (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so30)-day period. If not paid, the Indemnified Party shall promptly agree may seek enforcement of the obligation with respect to the Indemnification Claim in any court of competent jurisdiction. (e) If an Indemnifying Party objects in writing to such settlementany Direct Claim made in any Claim Notice, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying PartyParty and Indemnified Party will attempt in good faith to agree upon the rights of the respective Parties with respect to each of such Direct Claim. If the Parties should so agree, a memorandum setting forth such agreement will be prepared and signed by both Parties. As promptly as practicable, and within five (5) Business Days following execution of such memorandum, the Indemnifying Party will cause the Claim Amount specified in the executed memorandum to which be paid to the Indemnified Party reasonably objectsby wire transfer of immediately available funds to a bank account designated in writing to the Indemnifying Party within two (2) Business Days following execution of such memorandum. If not paid, the Indemnified Party may seek enforcement of the obligation with respect to the Indemnification Claim in any court of competent jurisdiction.

Notice of Claims. Within A Party seeking indemnification under this Article 5 (the “Indemnified Party”) shall give prompt written notice to the other Party (the “Indemnifying Party”) of any claim or matter for which it may seek indemnity. The Indemnifying Party will have the right to defend the Indemnified Party against a third party claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within thirty (30) days after a Person seeking indemnification hereunder the Indemnified Party has given notice of the claim or matter that the Indemnifying Party will indemnify the Indemnified Party in accordance with this Article, and (hereinafter ii) the “Indemnifying Party conducts the defense of the third party claim or matter actively and diligently. The Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the claim. The Indemnifying Party shall not indemnify the Indemnified Party against any loss, liability or expense incurred by the Indemnified Party to the extent of the Indemnified Party”) has received notice of ’s negligence or has acquired knowledge willful misconduct. Knowledge by the Indemnified Party of any claim by any Person breach or non-compliance hereunder shall not constitute a Party to this Agreement waiver of the commencement Indemnified Party’s rights and remedies under this Agreement, provided the Indemnified Party has notified the Indemnifying Party of such breach or threatened commencement non-compliance in a timely manner. No express or implied waiver by the Indemnifying Party of any action default hereunder shall in any way be, or proceeding by any Person not be construed to be, a Party to this Agreement (“third party claim”) or has acquired knowledge waiver of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement default. The failure or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure delay of the Indemnified Party to give such notice exercise any of its rights granted hereunder regarding any default shall not excuse the Indemnifying Party’s obligation constitute a waiver of such right as to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage any other default and any single or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt partial exercise of any notice issued by particular right granted the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party hereunder shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend not exhaust the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to or constitute a waiver of any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (other right provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsherein.

Notice of Claims. Within thirty (30) days after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”) has received notice of or has acquired Upon obtaining actual knowledge of any Claim or Damage which has given rise to, or could reasonably give rise to, a claim by any Person not a Party to this Agreement of for indemnification hereunder, the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement party seeking indemnification (“third party claim”the "Indemnified Party") or has acquired knowledge of any other claim hereunder against another Party hereto shall, as promptly as reasonably practicable (“first party claim”but in no event later than 30 days) following the date the Indemnified Party shallhas obtained such knowledge, if give written notice (a "Notice of Claim") of such claim to the party or parties from which indemnification is indemnifiable by or will be sought under this Article 9 (the other Party pursuant hereto (hereinafter the “"Indemnifying Party”"), give . The Indemnified Party shall furnish to the Indemnifying Party written notice of in good faith and in reasonable detail such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure of information as the Indemnified Party may have with respect to give such notice indemnification claim (including copies of any summons, complaint or other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the same). No failure or delay by the Indemnified Party in the performance of the foregoing shall not excuse reduce or otherwise affect the obligation of the Indemnifying Party’s obligation Party to indemnify and, in the case of a third party claim, defend and hold the Indemnified PartyParty harmless, except to the extent that such failure or delay shall have materially adversely affected the Indemnifying Party has suffered damage Party's ability to defend against, settle or prejudice by reason of the Indemnified Party’s failure to give satisfy any liability, damage, loss, claim or delay in giving demand for which such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right is entitled to indemnification hereunder. In For purposes of this Section 9.5, (i) a Notice of Claim given in good faith must include to the event extent then practicable a good faith estimate of the Indemnifying Party timely acknowledges its obligations hereunder amount of the claim and (ii) a Notice of Claim shall be deemed to have been given as of the date the Probable Liabilities List is agreed upon or otherwise determined with respect to Liability Claims. Notwithstanding anything to the contrary in this Agreement, no identification of any third party claim, as an "Indemnifying Party" for purposes of any of the Indemnifying Party provisions of this Agreement shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect constitute any acknowledgment by such party that it is liable to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsPerson under this Article 9.

Notice of Claims. Within thirty (30a) days after a Person Any party seeking indemnification hereunder under this Article VII (hereinafter the “Indemnified Party”) has received notice of or has acquired knowledge of any claim by any Person not a Party shall give to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice a Claim Notice; provided, that a Claim Notice in respect of such claim and any Third Party Action shall be given promptly after the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the suit is commenced; provided further that failure of the Indemnified Party to give such notice shall not excuse relieve the Indemnifying Party’s obligation to indemnify and, in the case Party of a third party claim, defend the Indemnified Party, its obligations hereunder except to the extent the Indemnifying Party has suffered damage or prejudice it shall have been prejudiced by reason such failure. (b) Within twenty (20) days after delivery of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3a Claim Notice, the Indemnifying Party shall notify deliver to the Indemnified Party whether a Response, in which the Indemnifying Party acknowledges its indemnification obligation andshall: (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case, if Seller is the Indemnifying Party, subject to the limitations set forth in Section 7.6, the Escrow Amount shall be reduced in the case of a third party claim, its defense obligation with respect aggregate by the Claimed Amount and the Indemnifying Party shall provide all necessary instruction to the claim which was Escrow Agent pursuant to the subject of Escrow Agreement to release such Claimed Amount to the Indemnified Party’s notice or whether it disclaims such obligations. In ; and, if Buyer is the event Indemnifying Party, the Buyer and Point Roll shall pay to the Seller within ten (10) days the Claimed Amount), (ii) agree that the Indemnified Party is entitled to receive the Agreed Amount (in which case, if Seller is the Indemnifying Party, subject to the limitations set forth in Section 7.6, the Escrow Amount shall be reduced in the aggregate by the Agreed Amount and the Indemnifying Party disclaims shall provide all necessary instruction to the Escrow Agent pursuant to the Escrow Agreement to release such Agreed Amount to the Indemnified Party; and, if Buyer is the Indemnifying Party, the Buyer and Point Roll shall pay to the Seller within ten (10) days the Agreed Amount), or fails to timely acknowledge its obligations with respect to any claim by (iii) dispute in good faith that the Indemnified Party relating is entitled to receive any third party claimof the Claimed Amount. The Indemnifying Party shall agree to an Agreed Amount to the extent that it does not have a reasonable basis for disputing any portion of the Claimed Amount. (c) During the thirty (30) day period following the delivery of a Response that reflects a Dispute, the Indemnifying Party and the Indemnified Party shall have use good faith efforts to resolve the right to defend Dispute. If the Dispute is not resolved within such claimthirty (30) day period, with counsel such Dispute shall be resolved in a state or federal court sitting in the State of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel Delaware in accordance with this SectionSection 8.12. Where The judgment or decree of a court shall be deemed final when the Indemnifying Party time for appeal, if any, shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim expired and no such third party claim appeal shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent have been taken or when all appeals taken shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has have been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsfinally determined.

Notice of Claims. Within thirty (30) days after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”) has received notice of or has acquired knowledge of any claim by any Person not a Third Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) Claim, the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if anyThird Party Claim. Such notice shall state the nature and basis of such claimThird Party Claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, and defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.313.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its and defense obligation with respect to the claim Third Party Claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claimThird Part Claim, the Indemnified Party shall have the right to defend such claimThird Party Claim, with counsel of its own selection, and compromise such claim Third Party Claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claimThird Party Claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claimThird Party Claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim Third Party Claim and no such third party claim Third Party Claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claimThird Party Claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim Third Party Claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objects.

Notice of Claims. Within thirty (30a) days after If a Person seeking indemnification hereunder (hereinafter the “claim is asserted or action brought against an Indemnified Party”) has received notice of or has acquired knowledge of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) and the Indemnified Party shallbelieves that it is entitled to indemnification under this Article 8, if such claim is indemnifiable by the other Indemnified Party pursuant hereto (hereinafter shall promptly notify the “Indemnifying Party”)Indemnitor, give the Indemnifying Party written notice in writing, of such claim and the commencement or threatened commencement of such action or proceeding, if anyaction. Such notice shall state be provided in sufficient time to enable the nature Indemnitor to assert and basis of such claimprosecute appropriate defenses to the claim or action; provided, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the that failure of the Indemnified Party to give such notice shall not excuse relieve the Indemnifying Party’s obligation Indemnitor of its obligations hereunder except to the extent it will have been prejudiced by such failure. Upon the receipt of such notice, the Indemnitor shall make a prompt determination of whether it believes it is required to indemnify and, in the case of a third party claim, defend the Indemnified Party, except and shall promptly notify the Indemnified Party, in writing, of its determination. If the Indemnitor determines that it is required to indemnify, it shall assume the extent the Indemnifying Party has suffered damage or prejudice by reason defense of the Indemnified Party’s failure , including the employment of counsel, and shall thereafter pay all costs and expenses relative to give the defense of the claim or delay action. The Indemnified Party shall cooperate with the Indemnitor in giving all reasonable aspect in this defense. The Indemnified Party shall also have the right, at its own expense, to employ separate counsel in any such noticeaction and to participate in the defense thereof. Within ten (10) business days of receipt The Indemnitor shall not be liable for any settlement of any notice issued claim or action made without its consent. (b) In calculating any Loss or Expense there will be deducted (i) the amount of any insurance recovery by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice thereof (and no right or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect subrogation will accrue hereunder to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), andinsurer) or, in the event the Indemnifying Party does so, that the Indemnified Party shall promptly agree in writing has failed to maintain any insurance coverage required by this Agreement to be maintained by such party or fails to make a timely claim under any applicable insurance, the amount of the insurance recovery which would reasonably be expected to have been received had such insurance been maintained and/or such claim been timely filed, and (ii) the amount of any tax benefit to the Indemnified Party (or any of its Affiliates) with respect to such settlementLoss or Expense (after giving effect to the tax effect of receipt of the indemnification payments). (c) After any Claim Notice has been given pursuant hereto, unless such settlement would involve a remedy or remedies, other than the payment amount of money damages indemnification to which an Indemnified Party will be entitled under this Article 8 will be determined: (i) by the Indemnifying Party, written agreement between the Indemnified Party and the Indemnitor; (ii) by a final judgment or decree of any court of competent jurisdiction; or (iii) by any other means to which the Indemnified Party reasonably objectsand the Indemnitor agree.

Notice of Claims. Within thirty An indemnified party shall promptly (30and, ---------------- in any event, within five business days) days after give the indemnifying party notice of any matter which an indemnified party has determined has given or could give rise to a Person seeking right of indemnification hereunder under Section 6.2, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations and liabilities of the indemnifying party under Section 6.2 with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in Section 6.2 (hereinafter "Third Party Claims") shall be governed by and contingent ------------------ upon the “Indemnified Party”) has following additional terms and conditions: if an indemnified party shall have received notice of or has acquired knowledge of any claim by Third Party Claim, the indemnified party shall promptly (and, in any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”event, within five business days) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written indemnifying party notice of such claim and the commencement or threatened commencement of such action or proceedingThird Party Claim; provided, if any. Such notice shall state the nature and basis of such claimhowever, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, that the failure of the Indemnified Party to give provide such notice shall not excuse ----------------- release the Indemnifying Party’s obligation to indemnify and, in the case indemnifying party from any of a third party claim, defend the Indemnified Party, its obligations under Section 6.2 except to the extent the Indemnifying indemnifying party is materially prejudiced by such failure and shall not relieve the indemnifying party from any other obligation or liability that it may have to any indemnified party otherwise than under Section 6.2. If the indemnifying party acknowledges in writing its obligation to indemnify the indemnified party hereunder against any Losses that may result from such Third Party has suffered damage or prejudice by reason Claim, then the indemnifying party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the indemnified party within five days of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any such notice issued by from the Indemnified Party pursuant indemnified party; provided, however, that if there exists or ----------------- is reasonably likely to this Section 12.3exist a conflict of interest that would make it inappropriate in the reasonable judgment of the indemnified party for the same counsel to represent both the indemnified party and the indemnifying party, then the Indemnifying Party indemnified party shall notify the Indemnified Party whether the Indemnifying Party acknowledges be entitled to retain its indemnification obligation andown counsel, in each jurisdiction for which the case of a third indemnified party claimreasonably determines counsel is required, its defense obligation with respect to at the claim which was the subject expense of the Indemnified Party’s notice or whether it disclaims such obligationsindemnifying party. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third indemnifying party claim, the Indemnified Party shall have exercises the right to defend undertake any such claim, with counsel of its own selection, and compromise defense against any such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Third Party timely acknowledges its obligations hereunder with respect to any third party claimClaim as provided above, the Indemnifying Party indemnified party shall defend cooperate with the same with counsel indemnifying party in accordance with this Section. Where such defense and make available to the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party mayindemnifying party, at its the indemnifying party's expense, participate all witnesses, pertinent records, materials and information in the defense of such third party claim and no such third party claim shall be settled indemnified party's possession or under the indemnified party's control relating thereto as is reasonably required by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayedindemnifying party. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), andSimilarly, in the event the Indemnifying indemnified party is, directly or indirectly, conducting the defense against any such Third Party does soClaim, the Indemnified Party indemnifying party shall promptly agree cooperate with the indemnified party in writing such defense and make available to the indemnified party, at the indemnifying party's expense, all such settlementwitnesses, unless such settlement would involve a remedy records, materials and information in the indemnifying party's possession or remedies, other than under the payment of money damages indemnifying party's control relating thereto as is reasonably required by the Indemnifying Party, to which indemnified party. Such Third Party Claim may be settled by the Indemnified indemnifying party if it contains a full release of the indemnified party and such Third Party reasonably objectsClaim may be settled by the indemnified party if it contains a full release of the indemnifying party.

Notice of Claims. Within thirty If a claim for Losses (30) days after a Person seeking indemnification hereunder (hereinafter the “Indemnified PartyClaim”) has received is to be made by Parent Representative that does not involve a third party, Parent Representative shall give written notice of or has acquired knowledge of any claim by any Person not (a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claimClaim Notice”) or has acquired knowledge of any other claim hereunder against another Party hereto to the Company, and the Escrow Agent (“first party claim”) the Indemnified Party shallin such capacity, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), which Claim Notice shall describe the claim for indemnification hereunder and specify in reasonable detail, to the extent known and reasonably quantifiable at such time, the amount or estimated amount of the Claim, which statement or estimate shall not be binding and may be revised, amended or modified upon notice to the Indemnifying Party. The failure of Parent Representative to give timely notice of a Claim hereunder shall not affect Parent Representative’s rights to indemnification hereunder. If the applicable Indemnifying Party disputes in writing its liability with respect to such Claim or the estimated amount of such Losses pursuant to this Section 10.4 within forty-five (45) days following delivery of such Claim Notice, the parties shall attempt in good faith to resolve such dispute; provided, that, if such dispute has not been resolved within thirty (30) days following notice of such dispute of the Claim Notice, then the amount of indemnification to which Parent Representative shall be entitled under this Article X shall be determined by (i) the written agreement between Parent Representative and the Indemnifying Party through the use of good faith efforts to resolve such dispute or (ii) in accordance with Section 11.6 hereof. Following such determination of the amount of indemnification, or if the applicable Indemnifying Party notifies Parent Representative that it does not dispute the claim described in the Claim Notice or fails to respond within forty-five (45) days following receipt of such Claim Notice, such determination of the amount of indemnification or the Losses identified in the Claim Notice, as applicable, will be conclusively deemed a liability of the Indemnifying Party under Section 10.2(a), and Parent Representative shall forward to the Indemnifying Party written notice of any such claim sums due and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages owing by the Indemnifying Party, and the Seller Representative and Parent Representative shall, within three (3) Business Days after the date of such notice, provide joint written instructions to which the Indemnified Party reasonably objectsEscrow Agent to distribute to Parent a number of Escrow Shares (and, after distribution of all Escrow Shares, other Escrow Property) with a value equal to such sums so due and owing (with each Escrow Share valued at the Redemption Price).

Notice of Claims. Within The parties agree that in case any claim is made, any suit or action is commenced, or any knowledge is received of a state of acts which, if not corrected, may give rise to a right of indemnification for such party hereunder ("Indemnified Party") from the other party ("Indemnifying Party") the Indemnified Party will give notice to the Indemnifying Party as promptly as practicable after the receipt by the Indemnified Party of notice or knowledge of such claim, suit, action or state of facts. Notice to the Indemnifying Party under the preceding sentence shall be given no later than fifteen (15) days after receipt by the Indemnifying Party of service of process in the event a suit or action has commenced or thirty (30) days after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”) has received notice of or has acquired knowledge of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any under all other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if anycircumstances. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the The failure of the Indemnified Party to give such prompt notice shall not excuse the relieve an Indemnifying Party’s Party of its obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage or prejudice is prejudiced by reason such failure. The Indemnified Party shall make available to the Indemnifying Party and its counsel and accountants at reasonable times and for reasonable period, during normal business hours, all books and records of the Indemnified Party’s failure Party relating to give or delay any such possible claim for indemnification, and each party hereunder will render to the other such assistance as it may reasonably require of the other in giving such notice. Within ten (10) business days of receipt order to insure prompt and adequate defense of any notice issued by suit, claim or proceeding based upon a state of acts which may give rise to a right of indemnification hereunder. The Indemnifying Party shall have the right to defend, compromise and settle any third party person suit, claim or proceeding in the name of the Indemnified Party pursuant to this Section 12.3, the extent that the Indemnifying Party may be liable to the Indemnified Party in connection therewith. The Indemnifying Party shall notify the Indemnified Party whether within ten (10) days of having been notified pursuant to this SECTION 7.4(a) if the Indemnifying Party acknowledges its indemnification obligation and, in elects to assume the case defense of a third party any such claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice suit or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to proceeding any claim by employ counsel, provided that the Indemnified Party relating does not object to any third party claim, the such counsel in a reasonable exercise of its discretion. The Indemnified Party shall have the right to defend such claim, with counsel of employ its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event counsel if the Indemnifying Party timely acknowledges its obligations hereunder with respect so elects to any third party claimassume such defense, but the fees and expenses of such counsel shall be the at the Indemnified Party's expense, unless (i) the employment of such counsel shall have been authorized in writing by the Indemnifying Party; (ii) the Indemnifying Party shall defend not have employed counsel to take charge of the same with counsel defense of such action after electing to assume the defense thereof; or (iii) such Indemnified Party shall have reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Indemnifying Party (in accordance with this Section. Where which case the Indemnifying Party shall not have acknowledged in writing its obligations hereunder with respect the right to any third party claim, the Indemnified Party may, at its expense, participate in direct the defense of such third party claim action on behalf of the Indemnified Party), in any of which events said reasonable fees and no such third party claim expenses shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages borne by the Indemnifying Party, to which the Indemnified Party reasonably objects.

Notice of Claims. Within thirty (30a) days after a Person seeking indemnification hereunder If any third party should notify any party (hereinafter the “"Indemnified Party”") has received notice of or has acquired knowledge of with respect to any matter (a "Third Party Claim") that may give rise to a claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of for indemnification against any other claim hereunder against another Party hereto party (“first party claim”the "Indemnifying Party") under this Section 8, then the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give will promptly notify the Indemnifying Party written notice of such claim and thereof in writing; provided, however, that no delay on the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to give such notice the extent) the Indemnifying Party thereby is prejudiced. (b) An Indemnifying Party’s assumption of the defense of an Indemnified Party against a Third Party Claim shall not excuse serve as an admission of the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the against such Third Party Claim. Any Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, the Indemnified Party against the Third Party Claim with counsel of its own selectionchoice reasonably satisfactory to the Indemnified Party so long as (i) the Third Party Claim involves primarily money damages in an amount not to exceed the Cap, and compromise such claim without prejudice to its right to indemnification hereunder. In the event (ii) the Indemnifying Party timely acknowledges its obligations hereunder conducts the defense of the Third Party Claim actively and diligently and (iii) such Third Party Claim does not seek an injunction or other equitable relief against the Indemnified Party or relate to or arise in connection with respect to any third party claim, criminal or quasi criminal proceeding. (c) So long as the Indemnifying Party shall defend is conducting the same with counsel defense of the Third Party Claim in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claimSection 8.3(b), (i) the Indemnified Party may, may retain separate co-counsel at its expense, sole cost and expense and participate in the defense of such third party claim and no such third party claim shall be settled by the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim, nor take any voluntary action prejudicial to the determination of the Third Party Claim, without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after and (iii) the Indemnifying Party acknowledges its obligations hereunder will not consent to the entry of any judgment or enter into any settlement with respect to any third the Third Party Claim unless written agreement from the party claim, bringing the Indemnifying Third Party may request Claim is obtained releasing the Indemnified Party to agree in writing to the payment or compromise of such third party claim from all liability thereunder. (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in d) In the event that the Indemnifying Party does sonot (or otherwise ceases to) conduct the defense of the Third Party Claim under Section 8.3(b), the Indemnified Party shall promptly agree may defend against the Third Party Claim in writing any manner it may deem appropriate and may consent to such settlement, unless such the entry of judgment or enter into a settlement would involve a remedy or remedies, other than of the payment Third Party Claim with the prior written consent of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objects.

Notice of Claims. Within thirty (30a) days after a Person seeking indemnification hereunder If any of the Persons to be indemnified under this Article 10 (hereinafter the “Indemnified Party”) has received notice of suffered or has acquired knowledge of incurred any claim by any Person not Loss (other than one resulting from a Third Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) Claim), the Indemnified Party shall, if such claim shall so notify in writing the party from whom indemnification is indemnifiable by the other Party pursuant hereto sought (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis ) promptly after obtaining knowledge of such claim, and, if ascertainabledescribing such Loss, the amount or estimated amount thereof, if known or reasonably capable of estimation, and the method of computation of such Loss, all with reasonable specificity and containing a reference to the provisions of this Agreement or any Implementing Agreement in respect of which such Loss shall have occurred. Notwithstanding A failure to give notice in a timely manner pursuant to this Section 10.3(a) shall not limit the foregoing, the failure obligation of the Indemnified Indemnifying Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, under this Article 10 except to the extent such Indemnifying Party is materially prejudiced thereby. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party has suffered damage in determining the validity of any claim of indemnity (including reasonable access to and copies of records and information that are reasonably relevant to such matters and the making available of employees on a mutually convenient basis for providing additional information and explanation of any material relating to such matters). If the Indemnifying Party does not notify the Indemnified Party within thirty (30) calendar days following its receipt of a notice delivered pursuant to this Section 10.3 that the Indemnifying Party disputes its liability to the Indemnified Party under this Article 10, such claim specified by the Indemnified Party in such notice shall be conclusively determined to be a liability of the Indemnifying Party. (b) If any Proceeding is instituted by or prejudice against a third party with respect to which the Indemnified Party intends to claim any Liability or expense as a Loss under this Article 10, the Indemnified Party shall promptly following receipt by reason such Indemnified Party of notice of the Third Party Claim notify the Indemnifying Party in writing and in reasonable detail of such Proceeding. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, promptly following the Indemnified Party’s failure to give or delay in giving such notice. Within ten receipt thereof, copies of all notices and documents (10including court papers) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim received by the Indemnified Party relating to any third party claim, the Indemnified Third Party shall have the right Claim. A failure to defend such claim, with counsel of its own selection, give notice and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in tender the defense of such third party claim and no such third party claim the Proceeding in a timely manner pursuant to this Section 10.3(b) shall be settled by not limit the Indemnified Party without the prior written consent obligation of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At under this Article 10: (i) except to the extent such Indemnifying Party is materially prejudiced thereby, and for this purpose, any time after failure to give notice and to tender the defense that results in the Indemnifying Party acknowledges its obligations hereunder with respect not controlling or participating in such Proceeding shall be deemed to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by materially prejudice the Indemnifying Party, to which the Indemnified Party reasonably objectsand (ii) except as provided by Section 10.4 below.

Notice of Claims. Within thirty (30a) days after a Person Any Indemnitee seeking indemnification hereunder shall give a notice (hereinafter the a “Indemnified PartyClaim Notice”) has received notice to the party from whom indemnification is sought (either a Holder Representative (in the case of or has acquired knowledge of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”Parent Indemnitee) or has acquired knowledge Parent (in the case of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shalla Seller Indemnitee), if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give specifying in reasonable detail the Indemnifying Party written notice facts giving rise to any Indemnification Claim and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim Indemnification Claim, and a reference to the commencement provision of this Agreement or threatened commencement any agreement, certificate or instrument executed pursuant hereto or in connection herewith upon which such Indemnification Claim is based; provided, that a Claim Notice in respect of such any action at law or suit in equity by or against a third Person as to which indemnification will be sought shall be given promptly after the action or proceedingsuit is commenced; and provided further, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the that failure of the Indemnified Party to give such notice shall not excuse the relieve any Indemnifying Party’s obligation to indemnify and, in the case Party of a third party claim, defend the Indemnified Party, its obligations hereunder except to the extent it shall have been materially prejudiced by such failure. (b) The Indemnifying Party shall have 30 days after the giving of any Claim Notice pursuant hereto to provide such Indemnitee with notice that it disagrees with the amount or method of determination set forth in the Claim Notice (the “Disagreement Notice”). If a timely Disagreement Notice is not received or to the extent an item is not objected to in the Disagreement Notice, the Claim Notice shall be deemed to have been accepted and final and binding on the parties, absent manifest error. If the Indemnifying Party has suffered damage or prejudice by reason of delivers a timely Disagreement Notice, the Indemnified Party’s failure to give or delay parties shall resolve such conflict in giving such notice. Within ten accordance with the procedures set forth in Section 8.4(c). (10c) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, If the Indemnifying Party shall notify have provided a Disagreement Notice, the Indemnified Party whether parties will attempt in good faith to agree upon the Indemnifying Party acknowledges its indemnification obligation and, in rights of the case of a third party claim, its defense obligation respective parties with respect to each of such claims. If the claim which was the subject parties should so agree, a memorandum setting forth such agreement will be prepared and signed by Parent and either of the Indemnified Party’s notice or whether it disclaims such obligationsHolder Representatives. In the event the Indemnifying Party disclaims or fails parties shall fail to timely acknowledge its obligations with respect to any claim by reach an agreement within 30 days after the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event date on which the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claimprovided a Disagreement Notice, the Indemnifying Party dispute shall defend the same with counsel be resolved in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense provisions of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsArticle IX.

Notice of Claims. Within thirty A Person entitled to the rights afforded to it under this Article X (30) days after a Person seeking indemnification hereunder (hereinafter the an “Indemnified Party”) has received notice of or has acquired knowledge of any claim by any Person not a Party shall notify the Persons obligated to satisfy such rights under this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement Article X (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”)) in writing promptly after becoming aware of any Damages which an Indemnified Party shall have determined has given rise to a claim under Article X, give and such notification shall reference the Indemnifying Party written notice specific provisions of such claim this Agreement in respect of which it seeks indemnification, defense or protection or to be held harmless and describe the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of facts associated with such claim; provided, andhowever, if ascertainable, the amount thereof. Notwithstanding the foregoing, that the failure of the Indemnified Party to give such notice (a “Claim Notice”) shall not excuse the relieve an Indemnifying Party’s obligation Party of its obligations to indemnify and, in the case of a third party claim, defend the Indemnified Party, Party hereunder except to the extent the Indemnifying Party has suffered damage is materially prejudiced by such failure or prejudice such Claim Notice is not delivered during the Claims Period. The Indemnified Party shall also provide the Indemnifying Party with such further information concerning any such claims the Indemnifying Party may reasonably request by reason of the Indemnified Party’s failure to give or delay in giving such written notice. Within ten (10) business days of receipt of any notice issued by If the Indemnifying Party notifies the Indemnified Party pursuant that it does not dispute the claim described in such Claim Notice, or fails to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case within 30 days after receipt of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether such Claim Notice that it disclaims is disputing such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend pay the same with counsel amount of Damages specified in accordance with this Sectionthe Claim Notice to the Indemnified Party. Where If the Indemnifying Party shall have acknowledged in writing has timely disputed its obligations hereunder liability with respect to any third party claimsuch claim or the estimated amount of Damages, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim dispute shall be settled resolved, and the amount, if any, of Damages payable by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree be determined in writing an action brought in accordance with Section 11.10. The provisions of this Section 10.3 do not apply to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Third Party reasonably objectsActions.

Notice of Claims. Within thirty (30a) days after a Person Any Surviving Corporation Indemnified Party or SDI Indemnified Party (the "Indemnified Party") seeking indemnification hereunder (hereinafter the “Indemnified Party”) has received notice of or has acquired knowledge of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by within the other Party pursuant hereto relevant limitation period provided for in Section 8.1 above (hereinafter and, to the “Indemnifying Party”extent applicable, Section 9.4 below), give to the Indemnifying party obligated to provide indemnification to such Indemnified Party written (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to any claims for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of such claim and computation of the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis amount of such claim, andand a reference to the provision of this Agreement or any agreement, if ascertainablecertificate or instrument executed pursuant hereto or in connection herewith upon which such claim is based; provided, that a Claim Notice in respect of any action at law or suit in equity by or against a third Person as to which indemnification will be sought shall be given promptly after the amount thereof. Notwithstanding the foregoingaction or suit is commenced; and provided further, the that failure of the Indemnified Party to give such notice shall not excuse relieve the Indemnifying Party’s obligation to indemnify and, in the case Indemnitor of a third party claim, defend the Indemnified Party, its obligations hereunder except to the extent it shall have been prejudiced by such failure. (b) Indemnitor shall have thirty days after the Indemnifying giving of any Claim Notice pursuant hereto to (i) agree to the amount or method of determination set forth in the Claim Notice and to pay such amount to such Indemnified Party has suffered damage in immediately available funds or prejudice by reason (ii) to provide such Indemnified Party with notice that it disagrees with the amount or method of determination set forth in the Claim Notice (the "Dispute Notice"). Within fifteen days after the giving of the Indemnified Party’s failure to give or delay in giving Dispute Notice, a representative of Indemnitor and such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant shall negotiate in a bona fide attempt to this Section 12.3, resolve the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligationsmatter. In the event that the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by controversy is not resolved within thirty days of the Indemnified Party relating to any third party claimgiving of the Dispute Notice, the Indemnified Party parties shall have proceed to binding arbitration pursuant to the right following procedures: (1) Any party may send another party written notice identifying the matter in dispute and invoking the procedures of this Section 8.5. Within fourteen (14) days, each party involved in the dispute shall meet at a mutually agreed location in New York, New York, for the purpose of determining whether they can resolve the dispute themselves by written agreement, and, if not, whether they can agree upon a third-party arbitrator to defend whom to submit the matter in dispute for final and binding arbitration. (2) If such claimparties fail to resolve the dispute by written agreement or agree on the arbitrator within said fourteen (14) day period, with counsel any such party may make written application to the American Arbitration Association ("AAA") for the appointment of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claima panel of three arbitrators (collectively, the Indemnifying Party "Arbitrator") to resolve the dispute by arbitration. At the request of AAA the parties involved in the dispute shall defend meet with AAA at its offices within ten calendar days of such request to discuss the same dispute and the qualifications and experience which each party respectively believes the Arbitrator should have; provided, however, that the selection of the Arbitrator shall be the exclusive decision of AAA and shall be made within 30 days of the written application to AAA. (3) Within 120 days of the selection of the Arbitrator, the parties involved in the dispute shall meet in New York, New York with counsel such Arbitrator at a place and time designated by such Arbitrator after consultation with such parties and present their respective positions on the dispute. The arbitration proceeding shall be held in accordance with the rules for commercial arbitration of the AAA in effect on the date of the initial request by for appointment of the Arbitrator, that gave rise to the dispute to be arbitrated (as such rules are modified by the terms of this SectionAgreement or may be further modified by mutual agreement of the parties). Where the Indemnifying Party Each party shall have acknowledged no longer than five days to present its position, the entire proceedings before the Arbitrator shall be no more than ten consecutive days, and the decision of the Arbitrator shall be made in writing its obligations hereunder with respect to any third party claim, no more than 30 days following the Indemnified Party may, at its expense, participate in end of the defense of such third party claim and no such third party claim proceeding. Such an award shall be settled a final and binding determination of the dispute and shall be fully enforceable as an arbitration decision in any court having jurisdiction and venue over such parties. The prevailing party (as determined by the Indemnified Party without the prior written consent of the Indemnifying Party which consent Arbitrator) shall not in addition be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing awarded by the third Arbitrator such party's own attorneys' fees and expenses in connection with such proceeding. The non-prevailing party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages (as determined by the Indemnifying Party, to which Arbitrator) shall pay the Indemnified Party reasonably objectsArbitrator's fees and expenses.

Notice of Claims. Within The Indemnified Party shall notify the Indemnifying Party in writing promptly after becoming aware of any Damages which an Indemnified Party shall have determined has given rise to a claim for indemnification under this ARTICLE IX. Such written notice (a "CLAIM NOTICE") shall include an estimate of the Damages, if known, the method of computation thereof and a reference to the specific provisions of this Agreement in respect of which it seeks indemnification. As soon as practicable after the date of such Claim Notice, the Indemnified Party shall provide the Indemnifying Party or his or her agents access to all books and records in the possession or control of the Indemnified Party which the Indemnifying Party reasonably determines to be related to such claim. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim or the estimated amount of Damages described in such Claim Notice, or fails to notify the Indemnified Party within thirty (30) days after a Person seeking indemnification hereunder (hereinafter delivery of such Claim Notice whether the “Indemnifying Party disputes the claim or the estimated amount of Damages described in such Claim Notice, the estimated Damages in the amount specified in the Indemnified Party”) 's Claim Notice will be conclusively deemed a Liability of the Indemnifying Party and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party. If the Indemnifying Party has received notice timely disputed its liability with respect to such claim or the estimated amount of or has acquired knowledge Damages, the dispute shall be resolved, and the amount, if any, of any claim Damages payable by any Person not a the Indemnifying Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shallshall be determined, if such claim in accordance with SECTION 11.11 below. It is indemnifiable by agreed that no delay on the other part of any Indemnified Party pursuant hereto (hereinafter the “Indemnifying Party”), give in notifying the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice shall not excuse relieve the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified PartyParty from its obligations hereunder, except to the extent the said Indemnifying Party has suffered damage or prejudice is prejudiced by reason of the Indemnified Party’s such failure to give or delay in giving such notice. Within ten (10) business days The provisions of receipt of any notice issued by the Indemnified this SECTION 9.3 do not apply to Third Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsActions.

Notice of Claims. Within 12.1 A Party seeking indemnification pursuant to Article 11 above (an “Indemnified Party”) shall give prompt notice to the party from whom such indemnification is sought (the “Indemnifying Party”) of the commencement or assertion of any Third Party Claim in respect of which indemnity may be sought hereunder, shall give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, and shall not make any admission concerning such Third Party Claim, unless such admission is required by applicable law or legal process, including in response to questions presented in depositions or interrogatories. Any admission made by the Indemnified Party, except for an admission required by applicable law or legal process, or the failure to give such notice shall relieve the Indemnifying Party of any liability hereunder only to the extent that the ability of the Indemnifying Party to defend such Third Party Claim is prejudiced thereby. The Indemnifying Party shall have the right, exercisable by written notice to the Indemnified Party within thirty (30) days after a Person seeking indemnification hereunder (hereinafter of receipt of notice from the “Indemnified Party”) has received notice of or has acquired knowledge of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement assertion of any action or proceeding a Third Party Claim, to assume and conduct the defense of such Third Party Claim with counsel selected by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party reasonably acceptable to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except ; provided that (A) the Third Party Claim involves (and continues to the extent involve) solely monetary damages and the Indemnifying Party has suffered damage or prejudice by reason of expressly agrees in such notice that, as between the Indemnifying Party and the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify be solely obligated to satisfy and discharge the Indemnified Third Party whether Claim; (B) the defense of such Third Party Claim by the Indemnifying Party acknowledges its indemnification obligation andwill not, in the case of a third party claim, its defense obligation with respect to the claim which was the subject reasonable judgment of the Indemnified Party, have any continuing material adverse effect on the Indemnified Party’s notice or whether it disclaims such obligations. In the event business; and (C) the Indemnifying Party disclaims or fails makes reasonably adequate provision to timely acknowledge its obligations with respect to any claim by ensure the Indemnified Party relating of the ability of the Indemnifying Party to satisfy the full amount of any third party claimadverse monetary judgment that may result (the conditions set forth in clauses (A), (B) and (C) are collectively referred to as the “Litigation Conditions”). The Indemnified Party shall not settle such Third Party Claim within such thirty (30) day period. Subject to the initial and continuing satisfaction of the Litigation Conditions, the Indemnifying Party shall have full control of such Third Party Claim, including settlement negotiations and any legal proceedings. If the Indemnifying Party does not assume the defense of such Third Party Claim in accordance with this Article 12, the Indemnified Party may defend the Third Party Claim. 12.2 The Indemnifying Party or the Indemnified Party, as the case may be, shall have the right to defend such claimparticipate in (but not control), with counsel of at its own selectionexpense (subject to the immediately succeeding sentence), and compromise such claim the defense of any Third Party Claim which the other is defending as provided in this Agreement. The Indemnifying Party shall not be liable for any litigation costs or expenses incurred, without prejudice to its right to indemnification hereunder. In consent, by the event Indemnified Party where the action or proceeding is under the control of the Indemnifying Party; provided, however, that if the Indemnifying Party timely acknowledges its obligations hereunder with respect fails to any third party claim, the Indemnifying take reasonable steps necessary to defend such Third Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claimClaim, the Indemnified Party maymay assume its own defense, at its expenseand the Indemnifying Party will be liable for all reasonable costs or expenses paid or incurred in connection therewith. 12.3 The Indemnifying Party, participate in if it shall have assumed the defense of any Third Party Claim as provided in this Agreement, shall not consent to a settlement of, or the entry of any judgment arising from, any such third party claim and no Third Party Claim to the extent such third party claim shall be settled by Third Party Claim involves equitable or other non-monetary relief from the Indemnified Party Party. No party shall, without the prior written consent of the Indemnifying other Party, enter into any compromise or settlement which commits the other Party which consent shall not be unreasonably withheld to take, or delayedto forbear to take, any action. At any time after Whether the Indemnifying Party acknowledges its obligations hereunder with respect chooses to defend or prosecute any third party claimThird Party Claim, all the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, parties hereto shall cooperate in the event the Indemnifying Party does sodefense or prosecution thereof and shall furnish such records, the Indemnified Party shall promptly agree information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsconnection therewith.

Notice of Claims. Within thirty (30a) days after a Person Any Covered Party seeking indemnification hereunder (hereinafter shall, within the “Indemnified Party”) has received notice of or has acquired knowledge of any relevant limitation period provided for in Section 9.1 above, give to the Equityholder Representative with respect to a claim by a Parent Covered Party, or to Parent with respect to a claim by a Seller Covered Party, a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to any Person not a Party to this Agreement claims for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis amount of such claim, andand a reference to the provision of this Agreement or any agreement, if ascertainablecertificate or instrument executed pursuant hereto or in connection herewith upon which such claim is based; provided, that a Claim Notice in respect of any action at law or suit in equity by or against a third Person as to which indemnification will be sought shall be given promptly after the amount thereof. Notwithstanding the foregoingaction or suit is commenced; and provided further, the that failure of the Indemnified Party to give such notice shall not excuse the Indemnifying affect such Covered Party’s obligation 's right to indemnify and, in the case of a third party claim, defend the Indemnified Party, indemnification hereunder except to the extent the Indemnifying Participating Rights Holders with respect to a claim by a Parent Covered Party, or Parent and Merger Sub with respect to a claim by a Seller Covered Party has suffered damage or prejudice (such parties, as applicable, the "INDEMNIFYING PARTIES"), shall have been materially prejudiced by reason of such failure. (b) With respect to a claim by a Parent Covered Party, the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business Equityholder Representative shall have thirty days of after receipt of any notice issued by Claim Notice pursuant hereto to (i) agree to the Indemnified Party pursuant to this Section 12.3amount or method of determination set forth in the Claim Notice and instruct, together with Parent, the Indemnifying Escrow Agent to pay such amount to such Parent Covered Party in immediately available funds or (ii) to provide such Parent Covered Party with notice that they disagree with the amount or method of determination set forth in the Claim Notice (the "DISPUTE NOTICE"). Within fifteen days after the giving of the Dispute Notice, the Equityholder Representative and such Parent Covered Party shall notify negotiate in a bona fide attempt to resolve the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsmatter.

Notice of Claims. Within If (i) a claim is made by a third party against any party that is subject to a right of indemnification hereunder or (ii) any party hereto becomes aware of facts or circumstances establishing that such party has experienced or incurred Damages or will experience or incur Damages subject to set-off or indemnification under this Article X, then such party (hereinafter, an "Indemnitee" or "Indemnitees") shall give to the other party or parties (hereinafter, the "Indemnifying Party" or the "Indemnifying Parties") written notice of such claim ("Indemnification Notice") as soon as reasonably practicable but in no event more than thirty (30) days after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”) Indemnitee has received notice of or has acquired obtains actual knowledge of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement such claims (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the provided that failure of the Indemnified Party to give such notice shall not excuse limit the Indemnifying Party’s 's indemnification obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, hereunder except to the extent that the delay in giving, or failure to give, the notice adversely affects the Indemnifying Party's ability to defend against the claim). To the extent practicable, the Indemnification Notice will describe with reasonable specificity (x) the nature of and the basis for the set-off or indemnification claim, including any relevant supporting documentation, and (y) an estimate of all Damages associated therewith. If the Indemnifying Party has suffered damage or prejudice by reason Indemnifying Parties do not object within thirty (30) days after receipt of the Indemnified Party’s failure Indemnification Notice to give the propriety of the set-off or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party indemnification claims described as being subject to set-off or indemnification pursuant to this Section 12.310.03, 10.04 or 10.05 or the amount of Damages asserted in the Indemnification Notice, the set-off or indemnification claims described in the Indemnification Notice shall be deemed final and binding upon the Indemnifying Party(ies) (hereinafter, "Permitted Indemnification Claim"). If the Indemnifying Party contests the propriety of an indemnification claim described on the Indemnification Notice and/or the amount of Damages associated with such claim, then the Indemnifying Party shall notify deliver to the Indemnified Party whether Indemnitee a written notice detailing with reasonable specificity all specific objections the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation Indemnitee has with respect to the claim which was indemnification claims contained in the subject of the Indemnified Party’s notice or whether it disclaims such obligationsIndemnification Notice ("Indemnification Objection Notice"). In the event If the Indemnifying Party disclaims or fails and the Indemnitee are unable to timely acknowledge its obligations with respect to any claim by resolve the Indemnified Party relating to any third party claim, disputed matters described in the Indemnified Party shall have Indemnification Objection Notice within fifteen (15) business days after the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event date the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claimreceived the Indemnification Objection Notice, the Indemnifying Party disputed matters will be subject to the dispute resolution procedures set forth in Section 11.04 hereof. Any undisputed indemnification claims contained in the Indemnification Notice shall defend the same with counsel in accordance with this Section. Where be deemed to be final and binding upon the Indemnifying Party Party(ies) and shall have acknowledged constitute an Approved Claim and a Permitted Indemnification Claim. If the arbitrator's determination of the disputed matters results in writing its obligations hereunder with respect all or any portion of an indemnification claim properly being subject to any third party claimset-off or indemnification pursuant to Section 10.03, the Indemnified Party may10.04 or 10.05, at its expense, participate in the defense of such third party claim and no such third party claim or portion thereof shall be settled by the Indemnified Party without the prior written consent of final and binding upon the Indemnifying Party which consent Party(ies) and shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve constitute an Approved Claim and/or a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsPermitted Indemnification Claim.

Notice of Claims. Within (a) If any of the Persons to be indemnified under this ARTICLE X (the "Indemnified Party") has suffered or incurred any Damage, the Indemnified Party shall so notify the party from whom indemnification is sought (and in the case of Damages relating to the AB Joint Venture, the Indemnified Party shall notify both Parent and Life Tech) (such party from whom indemnification is sought, the "Indemnifying Party") promptly in writing describing the event giving rise to such Damage, the basis upon which indemnity is being sought, the amount or estimated amount of the Damage, if known or reasonably capable of estimation, and the method of computation of such Damage, and, to the extent practicable, containing a reference to the provisions of this Agreement in respect of which such Damage shall have occurred. (b) If any action at Law or suit in equity is instituted, or any claim is asserted, by or against a third party (a "Third Party Claim") with respect to which the Indemnified Party intends to claim any Liability as a Damage under this ARTICLE X, the Indemnified Party shall notify the Indemnifying Party of such Third Party Claim reasonably promptly, specifying the nature of such Third Party Claim and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such Third Party Claim) (the "Claim Notice"). A failure by the Indemnified Party to give reasonably prompt notice of any Third Party Claim pursuant to this Section 10.4 shall not limit the obligation of the Indemnifying Party under this ARTICLE X, except and only to the extent the rights of such Indemnifying Party are actually and materially prejudiced thereby, provided, however, that this provision shall not affect the survival limitations in Section 10.1. (c) If an Indemnified Party asserts a claim for indemnification under this ARTICLE X which does not involve a Third Party Claim, and the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”) has received notice of or has acquired knowledge of any claim by any Person not a Party to this Agreement from receipt of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement Claim Notice (“third party claim”the "Notice Period") or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give that the Indemnifying Party written notice disputes such claim, the amount of such claim and the commencement or threatened commencement shall be conclusively deemed an indemnifiable liability of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such noticehereunder. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, If the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, makes an objection in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claimwriting, the Indemnified Party shall have fifteen (15) days to respond in a written statement to the right objection. If after such fifteen (15) day period there remains a dispute as to defend any claim, the parties shall attempt in good faith for fifteen (15) days to agree upon the rights of the respective parties with respect to such claim. If the parties should so agree, with counsel a memorandum setting forth such agreement shall be prepared and signed by both parties. If such parties shall not agree, each Indemnified Party shall be entitled to initiate proceedings and seek remedies as may be permitted under the terms of its own selection, this Agreement and compromise such claim without prejudice to its right to indemnification hereunder. applicable Law. (d) In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, that the Indemnified Party maycommences an Action in order to recover Damages hereunder, at its expense, participate in the defense upon final determination of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent a court of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder competent jurisdiction with respect to any third party claimthereto, the Indemnifying Party may request non-prevailing party in such Action shall reimburse the Indemnified Party to agree prevailing party's reasonable costs and expenses (including reasonable attorney's fees) incurred in writing to the payment or compromise of connection with such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsAction.

Notice of Claims. Within thirty (30a) days after a Person Any Covered Party seeking indemnification hereunder (hereinafter shall, promptly upon becoming aware of a potential claim for indemnification and in all cases prior to the “relevant Survival End Date, give to Biota, in the case of a Seller Indemnified Party”) has received notice , or to the Holder Representative, in the case of or has acquired knowledge of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement Biota Indemnified Party, (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”)) a notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to any claims for indemnification hereunder; provided, give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the that failure of the Indemnified Party to give such notice shall not excuse the Indemnifying affect such Covered Party’s obligation right to indemnify and, in the case of a third party claim, defend the Indemnified Party, indemnification hereunder except to the extent the Indemnifying Party shall have been materially prejudiced by such failure. (b) Each Indemnifying Party to whom a Claim Notice is given shall respond to any Covered Party that has suffered damage given a Claim Notice (a “Claim Response“) within thirty (30) days (the “Response Period“) after the date that the Claim Notice is given. Any Claim Response must either (i) agree to the amount or prejudice method of determination set forth in the Claim Notice and to pay such amount to (or on behalf of) such Covered Party by reason wire transfer of immediately available funds (or release of Escrowed Shares to a Biota Indemnified Party) or (ii) to provide such Covered Party with notice that they disagree with the amount or method of determination set forth in the Claim Notice. If any Indemnifying Party fails to give a Claim Response within the Response Period, such Indemnifying Party shall be deemed not to dispute the claim described in the related Claims Notice. If any Indemnifying Party elects not to dispute a claim described in a Claims Notice, whether by failing to give a timely Claim Response or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnifying Party. (c) If an Indemnifying Party delivers a Claim Response disputing the claim of indemnification, the Covered Party that has given the Claim Notice and the Indemnifying Party shall attempt in good faith for a period of thirty (30) days after receipt of the Indemnified Claim Response to resolve such objection. If the Indemnifying Party and the Covered Party shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties, and shall be binding and conclusive upon the Indemnifying Party and the Covered Party’s failure . If no such agreement can be reached during the 30-day period for good faith negotiation, then upon the expiration of such 30-day period, either the Indemnifying Party or the Covered Party may bring suit in accordance with Section 11.10. (d) Subject to give or delay in giving such notice. Within ten (10) business days the terms of receipt of any notice issued by the Indemnified Party Escrow Agreement, if, pursuant to the procedures described in this Section 12.39.3, an Indemnifying Party is determined to be obligated to indemnify a Covered Party hereunder, the Indemnifying Party shall notify pay (or cause to be paid) to such Covered Party the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect amount to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Covered Party shall have the right to defend be entitled within thirty (30) days after such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel amount has been finally determined in accordance with this SectionSection 9.3. Where Subject to the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claimprovisions of this ARTICLE IX, the Biota Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim Parties shall be settled entitled to recover the amount of any Damages from the Escrow Account, in which case Biota and the Holder Representative shall jointly instruct the Escrow Agent to distribute from the Escrow Account a number of Escrowed Shares equal to the amount of any such Damages divided by the Indemnified Party without the prior written consent Reference Market Value of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after Escrowed Shares as of the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, date when the Indemnifying Party may request the Indemnified Party to agree in writing payment to the payment Biota Indemnified Parties is due; provided, that if the number of Escrowed Shares to be distributed is not a round number, then such number shall be rounded to the higher round number if the first decimal is equal or compromise of superior to five and to the lower round number if such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing decimal is inferior to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsfive.

Notice of Claims. Within thirty If any claim is made by or against a party which, if sustained, would give rise to a liability of the other party hereunder, that party (30) days after a Person seeking indemnification hereunder (hereinafter the “Indemnified Claiming Party”) has received will promptly cause notice of or has acquired knowledge of any the claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party be delivered to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto party (hereinafter the “Indemnifying Party”), give ) and will afford the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceedingits counsel, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice shall not excuse at the Indemnifying Party’s obligation sole expense, the opportunity to indemnify defend or settle the claim (and, in with respect to claims made by third parties, the case Claiming Party will have the right to participate at its sole expense). Any notice of a third claim will state, with reasonable specification, the alleged basis for the claim and the amount of liability asserted by or against the other party by reason of the claim. If such notice is not given, defend it will not release the Indemnified Indemnifying Party, in whole or in part, from its obligations under this Article XI, except to the extent that the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure ability to give or delay in giving defend against such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligationsis materially prejudiced thereby. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have exercises the right to defend undertake any such defense against any such claim as provided above, it will keep the Claiming Party reasonably informed of progress of the defense of such claim and the Claiming Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Claiming Party’s possession or under the Claiming Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Claiming Party is, directly or indirectly, conducting the defense against any such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event it will keep the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, reasonable informed of progress of the defense of such claim and the Indemnifying Party shall defend cooperate with the same with counsel Claiming Party in accordance with this Section. Where such defense and make available to the Claiming Party all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Claiming Party; provided, however, that the Claiming Party shall have acknowledged in writing its obligations hereunder with respect to any third party claimnot, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall (not to be unreasonably withheld withheld, delayed or delayed. At conditioned), settle or compromise any time after such claim or consent to the Indemnifying Party acknowledges its obligations hereunder with entry of any judgment in respect to any third party such claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objects.

Notice of Claims. Within thirty An indemnified party shall promptly (30and, in ---------------- any event, within five business days) days after give the indemnifying party notice of any matter which an indemnified party has determined has given or could give rise to a Person seeking right of indemnification hereunder under Section 6.2, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations and liabilities of the indemnifying party under Section 6.2 with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in Section 6.2 (hereinafter "Third ----- Party Claims") shall be governed by and contingent upon the “Indemnified Party”) has following additional ------------ terms and conditions: if an indemnified party shall have received notice of or has acquired knowledge of any claim by Third Party Claim, the indemnified party shall promptly (and, in any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”event, within five business days) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written indemnifying party notice of such claim and the commencement or threatened commencement of such action or proceedingThird Party Claim; provided, if any. Such notice shall state the nature and basis of such claimhowever, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, that the failure of the Indemnified Party to give provide such notice shall not excuse -------- ------- release the Indemnifying Party’s obligation to indemnify and, in the case indemnifying party from any of a third party claim, defend the Indemnified Party, its obligations under Section 6.2 except to the extent the Indemnifying indemnifying party is materially prejudiced by such failure and shall not relieve the indemnifying party from any other obligation or liability that it may have to any indemnified party otherwise than under Section 6.2. If the indemnifying party acknowledges in writing its obligation to indemnify the indemnified party hereunder against any Losses that may result from such Third Party has suffered damage or prejudice by reason Claim, then the indemnifying party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the indemnified party within five days of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any such notice issued by from the Indemnified Party pursuant indemnified party; provided, however, that if there exists or is reasonably -------- ------- likely to this Section 12.3exist a conflict of interest that would make it inappropriate in the reasonable judgment of the indemnified party for the same counsel to represent both the indemnified party and the indemnifying party, then the Indemnifying Party indemnified party shall notify the Indemnified Party whether the Indemnifying Party acknowledges be entitled to retain its indemnification obligation andown counsel, in each jurisdiction for which the case of a third indemnified party claimreasonably determines counsel is required, its defense obligation with respect to at the claim which was the subject expense of the Indemnified Party’s notice or whether it disclaims such obligationsindemnifying party. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third indemnifying party claim, the Indemnified Party shall have exercises the right to defend undertake any such claim, with counsel of its own selection, and compromise defense against any such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Third Party timely acknowledges its obligations hereunder with respect to any third party claimClaim as provided above, the Indemnifying Party indemnified party shall defend cooperate with the same with counsel indemnifying party in accordance with this Section. Where such defense and make available to the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party mayindemnifying party, at its the indemnifying party's expense, participate all witnesses, pertinent records, materials and information in the defense of such third party claim and no such third party claim shall be settled indemnified party's possession or under the indemnified party's control relating thereto as is reasonably required by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayedindemnifying party. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), andSimilarly, in the event the Indemnifying indemnified party is, directly or indirectly, conducting the defense against any such Third Party does soClaim, the Indemnified Party indemnifying party shall promptly agree cooperate with the indemnified party in writing such defense and make available to the indemnified party, at the indemnifying party's expense, all such settlementwitnesses, unless such settlement would involve a remedy records, materials and information in the indemnifying party's possession or remedies, other than under the payment of money damages indemnifying party's control relating thereto as is reasonably required by the Indemnifying Party, to which indemnified party. Such Third Party Claim may be settled by the Indemnified indemnifying party if it contains a full release of the indemnified party and such Third Party reasonably objectsClaim may be settled by the indemnified party if it contains a full release of the indemnifying party.

Notice of Claims. Within Any Person entitled to indemnification pursuant to this Article IX (the "Indemnified Party") shall notify any other Person (or Persons) who is (are) obligated to provide indemnification hereunder (the "Indemnifying Party") promptly after becoming aware of any Losses which the Indemnified Party shall have determined has given or could give rise to a claim for indemnification under Section 9.2 or Section 9.3. Such notice shall include an estimate of the Losses that the Indemnified Party has determined may be incurred (the "Claim Notice") and such Claim Notice shall specify in reasonable detail, to the extent reasonably practicable and to the extent within the Knowledge of the Indemnified Party, each individual item of Loss included in the amount so stated, the date such item was paid, the basis for any anticipated liability and the nature of the misrepresentation, and the breach of warranty, breach of covenant or claim to which each such item is related. It is agreed that no delay on the part of the Indemnified Party in notifying any Indemnifying Party of a claim (including any third party claim) will relieve the Indemnifying Party thereby unless (and then only to the extent) said Indemnifying Party is actually and materially prejudiced by such failure to give notice. It is agreed that no Person shall be liable for any claim for indemnification pursuant to this Article IX unless the Claim Notice is delivered by the Indemnified Party to the Indemnifying Party prior to the expiration of the applicable survival period. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim or the estimated amount of Losses described in such notice, or fails to notify the Indemnified Party within thirty (30) days after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”) has received notice of or has acquired knowledge of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice delivery of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation anddisputes the claim or the estimated amount of Losses described in such notice, the estimated Losses in the case of a third party claim, its defense obligation with respect to the claim which was the subject of amount specified in the Indemnified Party’s 's notice or whether it disclaims such obligations. In the event will be conclusively deemed a liability of the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend pay the same amount of such Losses to the Indemnified Party within ten (10) Business Days after the expiration of such thirty (30) day period. If the Indemnified Party has timely disputed its liability with counsel respect to such claim or the estimated amount of Losses, and such dispute has not been resolved within sixty (60) days, then the Indemnifying Party and the Indemnified Party may seek legal redress in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsSection 10.8.

Notice of Claims. Within thirty (30) days after a Person seeking indemnification hereunder (hereinafter ASSUMPTION OF DEFENSE The indemnified party shall give prompt notice to the “Indemnified Party”) has received notice indemnifying party in accordance with the terms of or has acquired knowledge Section 10.4 of the assertion of any claim by any Person not a Party to this Agreement of or the commencement or threatened commencement of any action or suit proceeding by any Person not a Party to this Agreement party in respect of which indemnity may be sought hereunder, specifying with reasonable particularity the basis therefore and giving the indemnifying party such information with respect thereto as the indemnifying party may reasonably request (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) but the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice giving of such claim notice shall not be conditioned precedent to indemnification hereunder). The indemnifying party may, at its own expense: (a) participate in; and (b) upon notice to the indemnified party and the commencement indemnifying party's written agreement that the indemnified party is entitled to indemnification pursuant to Section 8.2 or threatened commencement Section 8.3 for Losses arising out of such claim, suit, action or proceeding, if any. Such notice shall state at any time during the nature and basis course of any such claim, suit, action or proceeding, assume the defense thereof; provided that: (i) the indemnifying party's counsel is reasonably satisfactory to the indemnified party; (ii) the indemnifying party shall thereafter consult with the indemnified party upon the indemnified party's reasonable request for consultation from time to time with respect to such claim, suit, action or proceeding; and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, (iii) in the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage or prejudice by reason claim arisin from a breach of the Indemnified Party’s failure to give or delay warranties contained in giving such notice. Within ten (10) business days of receipt of any notice issued by Section 3.9 hereof for which the Indemnified Party Vendors, Cable Systems and Cable Systems USA have, pursuant to this Section 12.3section 8.4 assumed the defense thereof, if the Indemnifying Party action of the Vendors, Cable Systems and Cable Systems USA may adversely affect the Purchaser or Cable Systems tax obligations for periods ending after the Closing Date, none of the Vendors, Cable Systems and Cable Systems USA shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation andenter into a settlement agreement, in the case file and amended tax return or seek a refund of a third party claim, its defense obligation Taxes with respect to the claim which was the subject operations of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party Cable Systems without the prior written consent of the Indemnifying Party Purchaser, which consent shall not be unreasonably withheld withheld. If the indemnifying party assumes such defense, the indemnified party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party. Whether or delayed. At not the indemnifying party chooses to defend or prosecute any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party such claim, suit, action or proceeding, all of the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, Parties hereto shall cooperate in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy defense or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsprosecution thereof.

Notice of Claims. Within thirty (30a) days after a Person Any Indemnitee seeking indemnification hereunder shall give to Indemnitor a notice (hereinafter a "Claim Notice") specifying in reasonable detail the “Indemnified Party”facts giving rise to any Indemnification Claim and shall include in such Claim Notice (if then known) has received notice the amount or the method of or has acquired knowledge computation of any claim by any Person not the amount of such Indemnification Claim, and a Party reference to the provision of this Agreement of the commencement or threatened commencement any agreement, certificate or instrument executed pursuant hereto or in connection herewith upon which such Indemnification Claim is based; PROVIDED, that a Claim Notice in respect of any action at law or proceeding suit in equity by any or against a third Person not a Party as to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) which indemnification will be sought shall be given promptly after the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceedingsuit is commenced; and PROVIDED FURTHER, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the that failure of the Indemnified Party to give such notice shall not excuse relieve the Indemnifying Party’s obligation to indemnify and, in the case Indemnitor of a third party claim, defend the Indemnified Party, its obligations hereunder except to the extent it shall have been prejudiced by such failure. (b) The Indemntior shall have fifteen days after the Indemnifying Party has suffered damage giving of any Claim Notice pursuant hereto to provide such Indemnitee with notice that it disagrees with the amount or prejudice by reason method of determination set forth in the Claim Notice (the "Disagreement Notice"). If a timely Disagreement Notice is not received or to the extent an item is not objected to in the Disagreement Notice, the Claim Notice shall be deemed to have been accepted and final and binding on the parties, absent manifest error. If the Indemnitor delivers a timely Disagreement Notice, the parties shall resolve such conflict in accordance with the procedures set forth in Section 6.4(c). (c) If Indemntior shall have provided a Disagreement Notice, the parties will attempt in good faith to agree upon the rights of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation respective parties with respect to each of such claims. If the parties should so agree, a memorandum setting forth such agreement will be prepared and signed by Buyer and the Company. If such claim which was is an Indemnification Claim for Losses incurred by a Buyer Indemnitee, Buyer will retain or distribute the subject of the Indemnified Party’s notice or whether it disclaims such obligationsHoldback Amount and Contingent Consideration as provided therein. In the event the Indemnifying Party disclaims or fails parties shall fail to timely acknowledge its obligations with respect to any claim by reach an agreement within thirty days after the Indemnified Party relating to any third party claimdate on which an Indemnitor provided a Disagreement Notice, the Indemnified Party dispute shall have the right be submitted to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel arbitration in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense provisions of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsSection 9.6.

Notice of Claims. Within thirty If any of the Persons entitled to be indemnified under this Article VIII (30) days after a Person seeking indemnification hereunder (hereinafter the each an “Indemnified Party”) has received notice of or has acquired knowledge of any claim by any Person not a Party wishes to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does soseek indemnification, the Indemnified Party shall promptly agree so notify the parties from whom indemnification is sought (the “Indemnifying Parties”) in writing writing, describing such Loss, the amount or estimated amount thereof, if known or reasonably capable of estimation, and the method of computation of such Loss if known, all with reasonable specificity and containing a reference to the provisions of this Agreement, in respect of which such settlementclaim is made. If any Indemnified Party receives written notice of the commencement or the assertion of any claim or the commencement of any action, unless such settlement would involve suit or proceeding (in equity or at law) by a remedy or remedies, other than the payment of money damages by the Indemnifying Party, Third Party with respect to which the Indemnified Party intends to claim any Loss under this Article VIII (a “Third Party Claim”) the Indemnified Party shall promptly provide written notice (the “Third Party Claim Notice”) to the Indemnifying Parties of such claim, action, suit or proceeding, describing the nature, the basis, the amount or estimated amount thereof, if known or reasonably objectscapable of estimation of any other remedy sought thereunder, any relevant time constraints relating thereto, and, to the extent practicable, any other material details pertaining thereto, along with copies of the relevant documents evidencing such Third Party Claim and the basis for indemnification sought. The Third Party Claim Notice must also offer to tender to the Indemnifying Parties the defense of such claim, action, suit or proceeding, subject to satisfaction of the requirements of Section 8.05. A failure by any Indemnified Party to give any notice in a timely manner as required pursuant to this Section 8.04 shall not limit the obligation of the Indemnifying Parties under this Article VIII, except to the extent such Indemnifying Parties are actually and materially prejudiced thereby. Notwithstanding the foregoing, in no event may the Indemnifying Parties assume, maintain control of, or participate in, the defense of any Third Party Claim (a) involving any criminal proceeding, (b) in which any relief other than monetary damages is sought against any Purchaser Indemnified Parties, (c) if Alpine has been advised by counsel that a reasonable likelihood exists of a conflict of interest between one or more Purchaser Indemnified Parties and the Stockholder or any of its Affiliates with respect to the applicable Third Party Claim, or (d) if Alpine reasonably believes that (x) an adverse determination with respect to the applicable Third Party Claim would be detrimental to or injure the Purchaser Indemnified Parties’ reputation or future business prospects, or (y) that the outcome of any Governmental Order or settlement in the matter would adversely affect the Purchaser Indemnified Parties’ Tax Liability or the ability of the Purchaser Indemnified Parties to conduct their business (claims described in clauses (a) through (d) are “Special Claims”).

Notice of Claims. Within Each Party against whom a claim for indemnity pursuant to this Section 5.3(c) shall have been made (each, an “Indemnifying Party”) shall have the right to defend the Person seeking such indemnity (each, an “Indemnified Party”) with counsel of such Indemnifying Party’s choice in respect of any third party claim, so long as (i) such counsel is reasonably satisfactory to the Indemnified Party, (ii) the Indemnifying Party shall have provided written notice to the Indemnified Party, within thirty (30) days after a Person seeking indemnification hereunder (hereinafter receipt by the “Indemnified Party”) has received notice of or has acquired knowledge of any claim by any Person not a Indemnifying Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a related Claims Notice, indicating that the Indemnifying Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) will indemnify the Indemnified Party shall, if such claim is indemnifiable by in accordance with the other Party pursuant hereto terms of this Section 5.3 and (hereinafter the “Indemnifying Party”), give iii) the Indemnifying Party written notice of such claim and conducts the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure defense of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage claim or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such noticematter actively and diligently. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the The Indemnified Party shall have the right to defend such claim, with retain separate co-counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of any such third party claim or matter; provided that any related attorneys’ fees shall not be indemnifiable Losses unless the Indemnifying Party and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, are both defendants in the event matter for which the Indemnifying Party does so, indemnity is sought and the Indemnified Party shall promptly agree have been advised by counsel representing the Parties an actual conflict of interest would arise in writing to such settlement, counsel’s continued representation of both Parties. Knowledge by an Indemnified Party of any breach or non-compliance hereunder shall not constitute a waiver of such Indemnified Party’s rights and remedies under this Agreement unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsshall have failed to notify the applicable Indemnifying Party of such breach or non-compliance in a timely manner in accordance with the terms of this Article V. No express or implied waiver by an Indemnified Party of any default hereunder shall in any way be, or be construed to be, a waiver of any other default. The failure or delay of an Indemnified Party to exercise any of its rights granted hereunder regarding any default shall not constitute a waiver of any such right as to any other default, and any single or partial exercise of any particular right granted to an Indemnified Party hereunder shall not exhaust the same or constitute a waiver of any other right provided herein.

Notice of Claims. Within All claims for indemnification under this Agreement shall be resolved in accordance with the following procedures: (a) If an indemnified party reasonably believes that it may incur any Losses, it shall deliver a Claim Notice to the indemnifying party for such Losses. If an indemnified party receives notice of a third-party claim for which it intends to seek indemnification hereunder, it shall give the indemnifying party prompt written notice of such claim, so that the indemnifying party's defense of such claim under Section 7.4 hereunder may be timely instituted. The failure to give any notice required by this Section 7.3(a) shall not relieve the indemnifying party of any obligations contained in this Article VII, except to the extent the failure to give such notice actually prejudices the rights of the indemnifying party. (b) When Losses are actually incurred or paid by an indemnified party or on an indemnified party's behalf or otherwise fixed or determined, the indemnified party shall deliver a Payment Certificate to the indemnifying party for such Losses. If a Claim Notice or Payment Certificate refers to any Proceeding made or brought by a third party, the Claim Notice or Payment Certificate shall include copies of the claim, any process served, and all legal proceedings with respect thereto. (c) If, after receiving a Payment Certificate, the indemnifying party desires to dispute such claim or the amount claimed in the Payment Certificate, it shall deliver to the indemnified party a Counternotice as to such claim or amount. Such Counternotice shall be delivered within thirty (30) days after the date the Payment Certificate to which it relates is received by the indemnifying party. If no such Counternotice is received within the aforementioned thirty (30) day period, the indemnified party shall be entitled to prompt payment for such Losses from the indemnifying party. (d) If, within thirty (30) days after receipt by the indemnified party of the Counternotice to a Person seeking Payment Certificate, the parties have not reached agreement as to the claim or amount in question, the claim for indemnification hereunder shall be decided in accordance with the provisions of Section 8.6. (hereinafter the “Indemnified Party”e) has received notice of With respect to any Losses for which indemnification is being claimed based upon an asserted liability or has acquired knowledge of any claim by any Person obligation to a person or entity not a Party party to this Agreement Agreement, the obligations of the commencement or threatened commencement indemnifying party hereunder shall not be reduced as a result of any action or proceeding by any Person not a Party the indemnified party in responding to this Agreement (“third party claim”) or has acquired knowledge of any other such claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim action is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”)reasonably required to minimize damages, give the Indemnifying Party written notice of such claim and the commencement avoid a forfeiture or threatened commencement of such action penalty, or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of comply with a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectslegal requirement.

Notice of Claims. Within thirty (30a) days after a Person Any Purchaser Indemnified Party or Shareholder Indemnified Party (the "Indemnified Party") seeking indemnification hereunder shall, within the relevant limitation period provided for in Section 9.1 above, give to the party obligated to provide indemnification to such Indemnified Party (hereinafter the “Indemnified Party”"Indemnitor") has received a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to any claims for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of or has acquired knowledge of any claim by any Person not a Party to this Agreement computation of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis amount of such claim, andand a reference to the provision of this Agreement or any agreement, if ascertainablecertificate or instrument executed pursuant hereto or in connection herewith upon which such claim is based; provided, that a Claim Notice in respect of any action at law or suit in equity by or against a third Person as to which indemnification will be sought shall be given promptly after the amount thereof. Notwithstanding the foregoingaction or suit is commenced; and provided further, the that failure of the Indemnified Party to give such notice shall not excuse relieve the Indemnifying Party’s obligation to indemnify and, in the case Indemnitor of a third party claim, defend the Indemnified Party, its obligations hereunder except to the extent it shall have been prejudiced by such failure. (b) Indemnitor shall have thirty days after the Indemnifying giving of any Claim Notice pursuant hereto to (i) agree to the amount or method of determination set forth in the Claim Notice and to pay such amount to such Indemnified Party has suffered damage in immediately available funds or prejudice by reason (ii) to provide such Indemnified Party with notice that it disagrees with the amount or method of determination set forth in the Claim Notice (the "Dispute Notice"). Within fifteen days after the giving of the Indemnified Party’s failure to give or delay in giving Dispute Notice, a representative of Indemnitor and such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant shall negotiate in a bona fide attempt to this Section 12.3, resolve the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligationsmatter. In the event that the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by controversy is not resolved within thirty days of the Indemnified Party relating to any third party claimgiving of the Dispute Notice, the Indemnified Party parties shall have the right proceed to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing binding arbitration pursuant to the payment or compromise following procedures: (1) Any party may send another party written notice identifying the matter in dispute and invoking the procedures of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsthis Section 9.

Notice of Claims. Within All claims for indemnification hereunder shall be resolved in accordance with the following procedures: (a) If Buyer or Atrium, on the one hand, or any Selling Party, on the other hand, has incurred or reasonably believes that it may incur any Indemnified Loss (the "Indemnified Party"), it shall deliver promptly written notice to the other (the "Indemnifying Party") setting forth in reasonable detail the nature and amount of the Indemnified Loss or potential Indemnified Loss, if possible, and further referencing the Sections of this Agreement upon which the claim for indemnification for such Indemnified Loss is based (a "Claim Notice"). If an Indemnified Party receives notice of a third-party claim for which it intends to seek indemnification hereunder, it shall give the Indemnifying Party prompt written notice of such claim, so that the Indemnifying Party's defense of such claim under Section 9.4 hereof may be timely instituted. The failure by an Indemnified Party to provide such written notice shall not constitute a waiver of the Indemnified Party's right to indemnity unless such failure has resulted in the loss of substantive rights with respect to the Indemnifying Party's ability to defend such claim, and then only to the extent of such loss. (b) If, after receiving a Claim Notice for an Indemnified Loss, the Indemnifying Party desires to dispute such claim or the amount claimed in the Claim Notice, it shall deliver to the Indemnified Party a written objection to such claim or payment setting forth the basis for disputing such claim or payment. Such notice shall be delivered within thirty (30) days after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”) has date the Claim Notice to which it relates is received notice of or has acquired knowledge of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in . If no such notice is received within the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claimaforementioned 30-day period, the Indemnified Party shall have the right be entitled to defend payment for such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event Indemnified Loss from the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, within fifteen (15) days after the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense end of such third party 30-day objection period. If the parties are unable to resolve the disputed claim and no within 60 days after delivery of notice of the dispute, such third party claim dispute shall be settled resolved exclusively by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect binding arbitration pursuant to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsSection 11.4 hereof.

Notice of Claims. Within thirty (30a) days after If a Person seeking indemnification hereunder (hereinafter the “claim is asserted or action brought against an Indemnified Party”) has received notice of or has acquired knowledge of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) and the Indemnified Party shallbelieves that it is entitled to indemnification under this Article 8, if such claim is indemnifiable by the other Indemnified Party pursuant hereto (hereinafter shall promptly notify the “Indemnifying Party”)Indemnitor, give the Indemnifying Party written notice in writing, of such claim and the commencement or threatened commencement of such action or proceeding, if anyaction. Such notice shall state be provided in sufficient time to enable the nature Indemnitor to assert and basis of such claimprosecute appropriate defenses to the claim or action; PROVIDED, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the that failure of the Indemnified Party to give such notice shall not excuse relieve the Indemnifying Party’s obligation Indemnitor of its obligations hereunder except to the extent it will have been prejudiced by such failure. Upon the receipt of such notice, the Indemnitor shall make a prompt determination of whether it believes it is required to indemnify and, in the case of a third party claim, defend the Indemnified Party, except and shall promptly notify the Indemnified Party, in writing, of its determination. If the Indemnitor determines that it is required to indemnify, it shall assume the extent the Indemnifying Party has suffered damage or prejudice by reason defense of the Indemnified Party’s failure , including the employment of counsel, and shall thereafter pay all costs and expenses relative to give the defense of the claim or delay action. The Indemnified Party shall cooperate with the Indemnitor in giving all reasonable aspect in this defense. The Indemnified Party shall also have the right, at its own expense, to employ separate counsel in any such noticeaction and to participate in the defense thereof. Within ten (10) business days of receipt The Indemnitor shall not be liable for any settlement of any notice issued claim or action made without its consent. (b) In calculating any Loss or Expense there will be deducted (i) the amount of any insurance recovery by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice thereof (and no right or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect subrogation will accrue hereunder to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), andinsurer) or, in the event the Indemnifying Party does so, that the Indemnified Party shall promptly agree in writing has failed to maintain any insurance coverage required by this Agreement to be maintained by such party or fails to make a timely claim under any applicable insurance, the amount of the insurance recovery which would reasonably be expected to have been received had such insurance been maintained and/or such claim been timely filed, and (ii) the amount of any tax benefit to the Indemnified Party (or any of its Affiliates) with respect to such settlementLoss or Expense (after giving effect to the tax effect of receipt of the indemnification payments). (c) After any Claim Notice has been given pursuant hereto, unless such settlement would involve a remedy or remedies, other than the payment amount of money damages indemnification to which an Indemnified Party will be entitled under this Article 8 will be determined: (i) by the Indemnifying Party, written agreement between the Indemnified Party and the Indemnitor; (ii) by a final judgment or decree of any court of competent jurisdiction; or (iii) by any other means to which the Indemnified Party reasonably objectsand the Indemnitor agree.

Notice of Claims. Within thirty All claims for indemnification hereunder shall be resolved in accordance with the following procedures: (30a) days after a Person If the party seeking indemnification hereunder (hereinafter the “Indemnified Party”"INDEMNIFIED PARTY") has received incurred or reasonably believes that it may incur any Losses, it shall deliver promptly written notice to the indemnifying party (the "INDEMNIFYING PARTY"), setting forth the nature and amount of the Losses or potential Losses, if possible (a "CLAIM NOTICE"). If an Indemnified Party receives notice of or has acquired knowledge of any a third-party claim by any Person not a Party for which it intends to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shallseek indemnification hereunder, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), it shall give the Indemnifying Party written notice of such claim and claim, so that the commencement or threatened commencement Indemnifying Party's defense of such action claim under this Agreement may be timely instituted. The failure by an Indemnified Party to provide such written notice shall not constitute a waiver of the Indemnified Party's right to indemnity unless such failure has prejudiced the Indemnifying Party's ability to defend such claim, and then only to the extent of such prejudice. (b) If, after receiving a Claim Notice, the Indemnifying Party desires to dispute such claim or proceedingthe amount claimed in the Claim Notice, if anyit shall deliver to the Indemnified Party a written objection to such claim or payment setting forth the basis for disputing such claim or payment. Such notice shall state be delivered within 30 days after the nature and basis date the Claim Notice to which it relates is received by the Indemnifying Party. If no such notice is received within the aforementioned 30-day period, the Indemnified Party shall be entitled to payment for such Losses from the Indemnifying Party within 10 days of the end of such 30-day objection period. (c) If the Indemnifying Party shall agree that it is responsible for all amounts that may be recovered in connection with a third-party claim, andaction or suit (including waiving any deductible or limit that might otherwise apply under this Article VII) the Indemnifying Party shall have the right to conduct and control through counsel of its own choosing, which counsel shall be reasonably acceptable to the Indemnified Party, any third-party claim, action or suit; provided, that the Indemnifying Party (i) demonstrates to the Indemnified Party's reasonable satisfaction that it has the financial ability to mount an appropriate defense of such claim and (ii) diligently contests and defends such claim. The Indemnified Party shall be entitled at any time, at its own cost and expense (except that such cost and expense shall be paid by the Indemnifying Party if ascertainablethe Indemnified Party reasonably determines that the Indemnifying Party is not adequately representing or, because of a conflict of interest, may not adequately represent the amount thereofinterests of the Indemnified Party) to participate in such defense and to be represented by attorneys of its choosing. Notwithstanding Except with the foregoing, the failure prior written consent of the Indemnified Party to give such notice shall not excuse the no Indemnifying Party’s obligation to indemnify and, in the case defense of such claim or litigation, shall consent to entry of any judgment or order, interim or otherwise, or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of a third party claim, defend release from all liability with respect to such claim or litigation. (d) In the Indemnified Party, except to the extent event that the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure does not elect to give or delay in giving such notice. Within ten (10) business days of receipt of defend against any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third third-party claim, the Indemnified Party shall have the right to may defend such claim, with counsel of its own selection, and compromise against such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, in such manner as it may deem appropriate and the Indemnifying Party shall defend the same be liable for any legal expenses reasonably incurred in connection with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claimsuch defense; PROVIDED, HOWEVER, that the Indemnified Party mayshall not, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party Party, which consent shall not be unreasonably withheld withheld, settle or delayed. At any time after consent to the Indemnifying Party acknowledges its obligations hereunder entry of judgment with respect to any third such third-party claim. (e) In the event of any claim by a third party, the Indemnifying Party may request parties hereto agree that they will cooperate fully with each other in connection with the Indemnified Party to agree in writing to the payment defense or compromise settlement of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsmatter.

Notice of Claims. Within thirty (30) days after a Person seeking indemnification hereunder (hereinafter An indemnified party shall give prompt written notice to the “Indemnified Party”) has received notice of or has acquired knowledge indemnifying party of any claim by any Person not against the indemnified party which might give rise to a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter indemnified party against the “Indemnifying Party”)indemnifying party under the indemnification provisions contained herein, give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state stating the nature and basis of such claim, and, if ascertainable, the claim and the actual or estimated amount thereof. Notwithstanding the foregoing, the provided, however, that failure of the Indemnified Party to give such notice shall will not excuse affect the Indemnifying Party’s obligation of the indemnifying party to indemnify andprovide indemnification in accordance with the terms of Section 6.1 or 6.2 unless, in the case of a third party claim, defend the Indemnified Party, except and only to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3that, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third indemnifying party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligationsis actually prejudiced thereby. In the event the Indemnifying Party disclaims that any action, suit or fails to timely acknowledge its obligations proceeding is brought against any indemnified party with respect to any claim which the indemnifying party may have liability under the indemnification provisions contained herein, the indemnifying party shall, upon written acknowledgement by the Indemnified Party relating indemnifying party that such action, suit or proceeding is an indemnifiable Loss pursuant to Section 6.1 or 6.2, have the right, at the cost and expense of the indemnifying party, to defend such action in the name and on behalf of the indemnified party (using counsel satisfactory to the indemnified party), and, in connection with any third party claimsuch action, the Indemnified Party indemnified party and the indemnifying party agree to render to each other such assistance as may reasonably be required in order to ensure proper and adequate defense of such action, provided, however, that an indemnified party shall have the right to retain its own counsel, with fees and expenses paid by the indemnifying party, if representation of such indemnified party by counsel retained by the indemnifying party would be inappropriate because of actual or potential differing interests between such indemnified party and the indemnifying party. If the indemnifying party shall fail to defend such action, suit or proceeding, then the indemnified party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim action without prejudice to its right rights to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claimunder Section 6.1 or 6.2 and, in connection therewith, the Indemnifying Party shall defend indemnified party and the same with counsel indemnifying party agree to render to each other such assistance as may reasonably be required in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect order to any third party claim, the Indemnified Party may, at its expense, participate in the ensure proper and adequate defense of such third action. Neither the indemnified party nor the indemnifying party shall make any settlement of any claim and no such third which might give rise to liability of the indemnifying party claim shall be settled by under the Indemnified Party indemnification provisions contained herein without the prior written consent of the Indemnifying Party each party, which consent shall not be unreasonably withheld withheld, delayed or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsconditioned.

Notice of Claims. Within thirty (30) days after a Person seeking indemnification hereunder (hereinafter An indemnified party shall give prompt written notice to the “Indemnified Party”) has received notice of or has acquired knowledge indemnifying party of any claim by any Person not against the indemnified party which might give rise to a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter indemnified party against the “Indemnifying Party”)indemnifying party under the indemnification provisions contained herein, give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state stating the nature and basis of such claim, and, if ascertainable, the claim and the actual or estimated amount thereof. Notwithstanding the foregoing, the provided, however, that failure of the Indemnified Party to give such notice shall will not excuse effect the Indemnifying Party’s obligation of the indemnifying party to indemnify andprovide indemnification in accordance with the terms of Section 6.1 unless, in the case of a third party claim, defend the Indemnified Party, except and only to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3that, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third indemnifying party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligationsis actually prejudiced thereby. In the event the Indemnifying Party disclaims that any action, suit or fails to timely acknowledge its obligations proceeding is brought against any indemnified party with respect to any claim which the indemnifying party may have liability under the indemnification provisions contained herein, the indemnifying party shall, upon written acknowledgement by the Indemnified Party relating indemnifying party that such action, suit or proceeding is an indemnifiable loss pursuant to Section 6.1, have the right, at the cost and expense of the indemnifying party, to defend such action in the name and on behalf of the indemnified party (using counsel reasonably satisfactory to the indemnified party), and, in connection with any third party claimsuch action, the Indemnified Party indemnified party and the indemnifying party agree to render to each other such assistance as may reasonably be required in order to ensure proper and adequate defense of such action, provided, however, that an indemnified party shall have the right to retain its own counsel, with fees and expenses paid by the indemnifying party, if representation of such indemnified party by counsel retained by the indemnifying party would be inappropriate because of an actual conflict of interest between such indemnified party and the indemnifying party in the particular matter at hand. If the indemnifying party shall fail to defend such action, suit or proceeding, then the indemnified party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim action without prejudice to its right rights to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claimunder Section 6.1 and, in connection therewith, the Indemnifying Party shall defend indemnified party and the same with counsel indemnifying party agree to render to each other such assistance as may reasonably be required in accordance with this Section. Where an effort to provide for the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the appropriate defense of such third action. Neither the indemnified party nor the indemnifying party shall make any settlement of any claim and no such third which might give rise to liability of the indemnifying party claim shall be settled by under the Indemnified Party indemnification provisions contained herein without the prior written consent of the Indemnifying Party each party, which consent shall not be unreasonably withheld withheld, delayed or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsconditioned.

Notice of Claims. Within An Indemnified Party shall notify the Indemnifying Party within a reasonable period of time after becoming aware of any Damages which the Indemnified Party shall have determined has given or could give rise to a claim for indemnification under Section 9.1 hereof. Such notice shall include an estimate of the Damages that the Indemnified Party has determined may be incurred. As soon as practicable after the date of such notice, the Indemnified Party shall provide to the Indemnifying Party all information and documentation necessary to support and verify the Damages so claimed and the Indemnifying Party and its agents shall be given access to all books and records in the possession or control of the Indemnified Party which the Indemnifying Party reasonably determines to be related to such claim. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim or the estimated amount of Damages described in such notice, or fails to notify the Indemnified Party within thirty (30) days after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”) has received notice of or has acquired knowledge of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice delivery of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to disputes the claim which was or the subject estimated amount of the Indemnified Party’s notice or whether it disclaims Damages described in such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claimnotice, the Indemnified Party shall have the right to defend such contest, settle or compromise the claim, with counsel but only for the payment of money damages, in the exercise of its own selectionreasonable discretion; provided, and compromise such claim without prejudice to its right to indemnification hereunder. In however, that the event Indemnified Party shall notify the Indemnifying Party timely acknowledges its obligations hereunder with respect of any compromise or settlement of any such claim and the amount of Damages (which shall only be for the payment of money damages) to any third party claimbe paid under such compromise or settlement, which amount the Indemnifying Party shall defend pay to the same with counsel in accordance with this SectionIndemnified Party. Where the The Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect not agree to any third party claimsettlement or the entry of a judgment in any action, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party suit or proceeding without the prior written consent of the Indemnifying Party Indemnified Party, which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect (it being understood that it is reasonable to any third party claimwithhold such consent if, among other things, the Indemnifying Party may request settlement or the entry of a judgment (A) lacks a complete release of the Indemnified Party to agree in writing to the payment for all liability with respect thereto or compromise of such third party claim (provided such payment B) imposes any liability or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, obligation on the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objects).

Notice of Claims. Within All claims for indemnification under this Agreement shall be resolved in accordance with the following procedures: (a) If an indemnified party becomes aware of a Loss, it shall, as soon as reasonably practical, deliver a Claim Notice to the indemnifying party for such Losses. If an indemnified party receives notice of a third-party claim for which it intends to seek indemnification hereunder, it shall give the indemnifying party prompt written notice of such claim, so that the indemnifying party's defense of such claim under Section 4.4 hereunder may be timely instituted. (b) When Losses are actually incurred or paid by an indemnified party or on an indemnified party's behalf or otherwise fixed or determined, the indemnified party shall as soon as reasonably practical, deliver a Payment Certificate to the indemnifying party for such Losses. If a Claim Notice or Payment Certificate refers to any claim, action, suit, or proceeding made or brought by a third party, the Claim Notice or Payment Certificate shall include copies of the claim, any process served, and all legal proceedings with respect thereto. (c) If, after receiving a Payment Certificate, the indemnifying party desires to dispute such claim or the amount claimed in the Payment Certificate, it shall deliver to the indemnified party a Counternotice as to such claim or amount. Such Counternotice shall be delivered within thirty (30) days after a Person seeking indemnification hereunder the date the Payment Certificate to which it relates is received by the indemnifying party. If no such Counternotice is received within the aforementioned 30-day period, the indemnifying party shall have waived any further objection to the Payment Certificate or the Losses described in it, and the indemnified party shall be entitled to prompt payment for such Losses from the indemnifying party. (hereinafter d) If, within thirty (30) days after receipt by the “Indemnified Party”) has received notice of or has acquired knowledge of any claim by any Person not a Party to this Agreement indemnified party of the commencement or threatened commencement of any action or proceeding by any Person not Counternotice to a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainablePayment Certificate, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice parties shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect have reached agreement as to the claim which was or amount in question, the subject claim for indemnification shall be decided in accordance with the provisions of the Indemnified Party’s notice or whether it disclaims such obligations. Section 6.8. (e) In the event the Indemnifying Party disclaims indemnified party is required to take action to comply with any requirements imposed by law, to minimize its damages, to avoid a forfeiture or fails penalty, or to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claimavoid missing a deadline, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third indemnified party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by indemnified for its Losses to the Indemnified Party without the prior written consent of the Indemnifying Party which consent full amount set forth in this Agreement. The indemnified party shall not be unreasonably withheld or delayed. At any time after penalized for protecting the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsindemnifying party's obligations.

Notice of Claims. Within (i) If an indemnified party becomes aware of facts or circumstances establishing a claim ("Claim") that an indemnified party has experienced or incurred Damages or may experience or incur Damages which will give rise to a right of set-off or indemnification under this Section 13, then such indemnified party shall give written notice to the indemnifying party of such Claim ("Indemnification Notice") as soon as reasonably practicable but in no event more than thirty (30) days after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”) indemnified party has received notice of or has acquired actual knowledge of any claim by any Person not a Party to this Agreement of the commencement such facts or threatened commencement of any action or proceeding by any Person not a Party to this Agreement circumstances (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the provided that failure of the Indemnified Party to give such notice an Indemnification Notice shall not excuse limit the Indemnifying Party’s indemnifying party's indemnification obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, hereunder except to the extent that the delay in giving, or failure to give, the Indemnification Notice adversely affects the indemnifying party's ability to defend against a Claim). (ii) To the extent reasonably practicable, the Indemnification Notice will describe the nature, basis and amount of the Claim and include any relevant supporting documentation. If the Indemnifying Party has suffered damage or prejudice by reason does not object within thirty (30) days after receipt of the Indemnified Party’s failure Indemnification Notice to give the propriety of (i) the Claim described on the Indemnification Notice as being subject to set-off or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party indemnification pursuant to this Section 12.3Sections 13.2, 13.3, and (or) 13.5 and (ii) the amount of Damages specified in the Indemnification Notice, the Claim described in the Indemnification Notice shall be deemed to be final and binding upon the Indemnifying Party (hereinafter, "Permitted Indemnification Claim"). (iii) Any undisputed set-off or Claim described in the Indemnification Notice shall be deemed to be final and binding upon the Indemnifying Party and shall constitute a Permitted Indemnification Claim. If the Indemnifying Party contests the propriety of a set-off or Claim described in the Indemnification Notice and/or the amount of Damages alleged to be associated with such Claim then the Indemnifying Party shall notify deliver to the Indemnified Party whether Indemnitee an Indemnification Objection Notice detailing all specific objections the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation Indemnitee has with respect to the claim which was Claim described in the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event Indemnification Notice. (iv) If the Indemnifying Party disclaims and the Indemnitee are unable to resolve the dispute issues concerning the set-off or fails to timely acknowledge its obligations with respect to any claim by Claim within twenty (20) business days after the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event date the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claimreceived the Indemnification Objection Notice, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim disputed issue shall be settled by arbitration in San Diego, California, as determined by the Indemnified Party without three arbitrators in accordance with the prior written consent commercial rules of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after American Arbitration Association and the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsprocedures set forth below.

Notice of Claims. Within A Party seeking indemnification pursuant to this Article 8 (an “Indemnified Party”) shall give prompt notice to the party from whom such indemnification is sought (the “Indemnifying Party”) of the commencement or assertion of any claim by an unaffiliated third party (which in no event includes any claims by any BioProgress Indemnities or FMC Indemnitees) (“Third Party Claim”) in respect of which indemnity may be sought hereunder, shall give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, and shall not make any admission concerning such Third Party Claim, unless such admission is required by applicable law or legal process, including in response to questions presented in depositions or interrogatories. Any admission made by the Indemnified Party, except for an admission required by applicable law or legal process, or the failure to give such notice shall relieve the Indemnifying Party of any liability hereunder only to the extent that the ability of the Indemnifying Party to defend such Third Party Claim is prejudiced thereby. The Indemnifying Party shall have the right, exercisable by written notice to the Indemnified Party within thirty (30) days after a Person seeking indemnification hereunder (hereinafter of receipt of notice from the “Indemnified Party”) has received notice of or has acquired knowledge of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement assertion of any action or proceeding a Third Party Claim, to assume and conduct the defense of such Third Party Claim with counsel selected by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party reasonably acceptable to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except ; provided that (A) the Third Party Claim involves (and continues to the extent involve) solely monetary damages and the Indemnifying Party has suffered damage or prejudice by reason of expressly agrees in such notice that, as between the Indemnifying Party and the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify be solely obligated to satisfy and discharge the Indemnified Third Party whether Claim; (B) the defense of such Third Party Claim by the Indemnifying Party acknowledges its indemnification obligation andwill not, in the case of a third party claim, its defense obligation with respect to the claim which was the subject reasonable judgment of the Indemnified Party, have any continuing material adverse effect on the Indemnified Party’s notice or whether it disclaims such obligations. In the event business; and (C) the Indemnifying Party disclaims or fails makes reasonably adequate provision to timely acknowledge its obligations with respect to any claim by ensure the Indemnified Party relating of the ability of the Indemnifying Party to satisfy the full amount of any third party claimadverse monetary judgment that may result (the conditions set forth in clauses (A), (B) and (C) are collectively referred to as the “Litigation Conditions”). The Indemnified Party shall not settle such Third Party Claim within such thirty (30) day period. Subject to the initial and continuing satisfaction of the Litigation Conditions, the Indemnifying Party shall have full control of such Third Party Claim, including settlement negotiations and any legal proceedings. If the Indemnifying Party does not assume the defense of such Third Party Claim in accordance with this Article 8.5, the Indemnified Party may defend the Third Party Claim. The Indemnifying Party or the Indemnified Party, as the case may be, shall have the right to defend such claimparticipate in (but not control), with counsel of at its own selectionexpense (subject to the immediately succeeding sentence), and compromise such claim the defense of any Third Party Claim which the other is defending as provided in this Agreement. The Indemnifying Party shall not be liable for any litigation costs or expenses incurred, without prejudice to its right to indemnification hereunder. In consent, by the event Indemnified Party where the action or proceeding is under the control of the Indemnifying Party; provided, however, that if the Indemnifying Party timely acknowledges its obligations hereunder with respect fails to any third party claim, the Indemnifying take reasonable steps necessary to defend such Third Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claimClaim, the Indemnified Party maymay assume its own defense, at its expenseand the Indemnifying Party will be liable for all reasonable costs or expenses paid or incurred in connection therewith. The Indemnifying Party, participate in if it shall have assumed the defense of any Third Party Claim as provided in this Agreement, shall not consent to a settlement of, or the entry of any judgment arising from, any such third party claim and no Third Party Claim to the extent such third party claim shall be settled by Third Party Claim involves equitable or other non-monetary relief from the Indemnified Party Party. No party shall, without the prior written consent of the Indemnifying other Party, enter into any compromise or settlement which commits the other Party which consent shall not be unreasonably withheld to take, or delayedto forbear to take, any action. At any time after Whether the Indemnifying Party acknowledges its obligations hereunder chooses to defend or prosecute any Third Party Claim, all the parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith. The Parties agree and acknowledge that the provisions of Articles Four and Eight represent the Indemnified Party’s exclusive recourse with respect to any third party claim, the Indemnifying Party may request Losses for which indemnification is provided to the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsunder this Agreement.

Notice of Claims. Within thirty All claims for indemnification hereunder shall be resolved in accordance with the following procedures: (30a) days after a Person If the party seeking indemnification hereunder (hereinafter the “Indemnified Party”"INDEMNIFIED PARTY") has received incurred or reasonably believes that it may incur any Losses, it shall deliver promptly written notice to the indemnifying party (the "INDEMNIFYING PARTY"), setting forth the nature and amount of the Losses or potential Losses, if possible (a "CLAIM NOTICE"). If an Indemnified Party receives notice of or has acquired knowledge of any a third-party claim by any Person not a Party for which it intends to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shallseek indemnification hereunder, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), it shall give the Indemnifying Party written notice of such claim and claim, so that the commencement or threatened commencement Indemnifying Party's defense of such action claim under this Agreement may be timely instituted. The failure by an Indemnified Party to provide such written notice shall not constitute a waiver of the Indemnified Party's right to indemnity unless such failure has prejudiced the Indemnifying Party's ability to defend such claim, and then only to the extent of such prejudice. (b) If, after receiving a Claim Notice, the Indemnifying Party desires to dispute such claim or proceedingthe amount claimed in the Claim Notice, if anyit shall deliver to the Indemnified Party a written objection to such claim or payment setting forth the basis for disputing such claim or payment. Such notice shall state be delivered within 30 days after the nature and basis date the Claim Notice to which it relates is received by the Indemnifying Party. If no such notice is received within the aforementioned 30-day period, the Indemnified Party shall be entitled to payment for such Losses from the Indemnifying Party within 10 days of the end of such 30-day objection period. (c) If the Indemnifying Party shall agree that it is responsible for all amounts that may be recovered in connection with a third-party claim, andaction or suit (including waiving any deductible or limit that might otherwise apply under this Article V) the Indemnifying Party shall have the right to conduct and control through counsel of its own choosing, which counsel shall be reasonably acceptable to the Indemnified Party, any third-party claim, action or suit; provided, that the Indemnifying Party (i) demonstrates to the Indemnified Party's reasonable satisfaction that it has the financial ability to mount an appropriate defense of such claim and (ii) diligently contests and defends such claim. The Indemnified Party shall be entitled at any time, at its own cost and expense (except that such cost and expense shall be paid by the Indemnifying Party if ascertainablethe Indemnified Party reasonably determines that the Indemnifying Party is not adequately representing or, because of a conflict of interest, may not adequately represent the amount thereofinterests of the Indemnified Party) to participate in such defense and to be represented by attorneys of its choosing. Notwithstanding Except with the foregoing, the failure prior written consent of the Indemnified Party to give such notice shall not excuse the no Indemnifying Party’s obligation to indemnify and, in the case defense of such claim or litigation, shall consent to entry of any judgment or order, interim or otherwise, or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of a third party claim, defend release from all liability with respect to such claim or litigation. (d) In the Indemnified Party, except to the extent event that the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure does not elect to give or delay in giving such notice. Within ten (10) business days of receipt of defend against any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third third-party claim, the Indemnified Party shall have the right to may defend such claim, with counsel of its own selection, and compromise against such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, in such manner as it may deem appropriate and the Indemnifying Party shall defend the same be liable for any legal expenses reasonably incurred in connection with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claimsuch defense; PROVIDED, HOWEVER, that the Indemnified Party mayshall not, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party Party, which consent shall not be unreasonably withheld withheld, settle or delayed. At any time after consent to the Indemnifying Party acknowledges its obligations hereunder entry of judgment with respect to any third such third-party claim. (e) In the event of any claim by a third party, the Indemnifying Party may request parties hereto agree that they will cooperate fully with each other in connection with the Indemnified Party to agree in writing to the payment defense or compromise settlement of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsmatter.

Notice of Claims. Within thirty (30a) days after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”) has received If an indemnified party reasonably believes that it may incur any Losses hereunder, or receives notice of or has acquired knowledge of any a third-party claim by any Person not a Party for which it intends to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shallseek indemnification hereunder, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), it shall give the Indemnifying Party indemnifying party prompt written notice of such claim, specifying the facts and circumstances of the indemnification claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the estimated amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third Losses. (b) The indemnifying party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to under this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party 6.2 shall have the right to defend such claimconduct and control, with through counsel of its own selectionchoosing but reasonably acceptable to the indemnified party, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third third-party claim, action or suit or compromise or settlement thereof but only so long as prior to assuming the Indemnifying Party shall defend conduct or control of such claims, action or suit, the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged indemnifying party confirms in writing its obligations hereunder with respect to any third the indemnified party that such claim, action or suit is one in respect of which the Indemnified Party indemnifying party is obligated to provide indemnification under this Agreement. The indemnified 40 party may, at its expenseelection, participate in the defense of any such third claim, action or suit through counsel of its own choosing, but the fees and expenses of such counsel shall be at the expense of the indemnified party, unless the indemnified party shall have been advised by such counsel that there are one or more legal defenses available to it that are inconsistent and conflicting with those available to the indemnifying party (in which case, if the indemnified party notifies the indemnifying party in writing that it elects separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such action on behalf of the indemnified party with respect to such defenses). If the indemnifying party shall fail to defend promptly and aggressively any such third-party claim, action or suit, then the indemnified party may defend, through counsel of its own choosing, such claim, action or suit and may settle such claim, action or suit and recover from the indemnifying party the amount of such settlement or of any judgment and the costs and expenses of such defense. The obligations of the indemnifying party hereunder shall not be reduced as a result of any action by the party furnishing the notice of third-party claim and no responding to such third claim if such action is reasonably required to minimize damages or to avoid a forfeiture or penalty or to comply with a requirement imposed by law. The indemnifying party claim shall be settled not compromise or settle any third-party claim, action or suit that includes any term which shall require any act or forbearance by the Indemnified Party indemnified party and which does not unconditionally release the indemnified party from all liability in respect of such claim, action or suit without the prior written consent of the Indemnifying Party indemnified party. Acquisition Subsidiary and Stockholders shall cooperate in all reasonable respects with each other in connection with the defense, negotiation or settlement of any legal proceeding, claim or demand referred to in this Section 6.2. (c) Notwithstanding any of the foregoing: (i) UT and the Surviving Corporation shall be entitled to control any audit, contest, or proceeding involving Taxes, but shall allow, and shall cause the Subsidiaries to allow, the Stockholders to be present with the Surviving Corporation at all meetings with Tax authorities in respect of audits, and to be present at all other proceedings and hearings with respect to all Tax contests, to the extent such meetings, proceedings or hearings relate to the Tax returns of the Company with respect to periods on or prior to the Closing in respect of which UT or the Acquisition Subsidiary seek indemnification from Stockholders. Stockholders shall also be entitled to make any reasonable written submissions in respect of such Tax audits, proceedings and hearings, provided that all positions taken in such submissions are based upon substantial authority, are made in good faith, and are prepared by counsel of recognized national standing, and further provided that prior to making such submissions, Stockholders shall afford Acquisition Subsidiary reasonable opportunity to review and comment on such submissions. UT and the Surviving Corporation will not settle any such Tax audit, proceeding or contest in a manner that would adversely affect any of the Stockholders without the prior written consent of such Stockholders, which consent shall not be unreasonably withheld, conditioned or delayed. Stockholders' consent shall be deemed to have been given in the event Stockholders fail to respond to and disapprove of the Surviving Corporation's request for consent within 5 Business Days of notice given pursuant to the provisions of Section 7.5. (ii) Notwithstanding the procedure detailed in Section 6.2(c)(i) above, in the 41 event that UT or the Surviving Corporation has no exposure to potential Taxes and the impact of any Taxes would fall solely on the Stockholders then, in such event, the Stockholders may control any audits, contests or proceedings but shall allow UT and the Surviving Corporation to be present at all meetings with Tax authorities in respect of audits, and to be present at all other proceedings and hearings with respect to all Tax contests, and to receive copies of all correspondence to and from tax authorities, to the extent such meetings, proceedings, hearings or correspondence relate to the Tax returns of the Company. In the event that during the course of Stockholders' control of any audits, contests or proceedings, the Surviving Corporation or UT becomes exposed to potential Taxes and the impact of any Taxes would fall on the Surviving Corporation or UT then, in such event, the Surviving Corporation and UT shall be entitled to immediately control any audit, contest, or proceeding as provided in Section 6.2(c)(i) above. (iii) Acquisition Subsidiary shall have the right to conduct and control the claims and litigation the subject of indemnification pursuant to Section 6.1(a)(ii) (Designated Claims), subject to the following: (A) To the extent that the total cumulative Designated Claim Losses are in excess of $250,000, prior to settling such Designated Claims, the Surviving Corporation shall secure the approval of Stockholders of such settlement, which approval shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect Stockholders' approval shall be deemed to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has have been previously approved in writing by the third party claimant), and, given in the event Stockholders fail to respond to and disapprove of the Indemnifying Party does so, Surviving Corporation request for approval within 5 Business Days of notice given pursuant to the Indemnified Party provisions of Section 7.5; and (B) The Surviving Corporation shall promptly agree in writing continue to such settlement, unless such settlement would involve a remedy or remedies, other than use counsel handling the payment of money damages by Designated Matters reasonably acceptable to the Indemnifying Party, to which the Indemnified Party reasonably objectsStockholders.

Notice of Claims. Within If any claim is made against a party which, if ----------------- sustained, would give rise to a liability of the other hereunder, that latter party (the "Indemnitee") shall promptly cause notice of the claim to be delivered to the former party (the "Indemnitor") and shall afford the Indemnitor and its counsel, at its sole expense, the opportunity to defend or settle the claim (and the Indemnitee shall have the right to participate at its sole expense). Any notice of a claim shall state specifically the representation, warranty, covenant or agreement with the alleged basis for the claim, and the amount of liability asserted against the Indemnitor by reason of the claim and the Indemnitor must promptly acknowledge its indemnification obligation. If such notice and opportunity are not given, or if any claim is compromised or settled without notice to and consent of the other, no liability shall be imposed by reason of such claim, but if notice is given and the Indemnitor fails to assume the defense of the claim within fifteen (15) days of mailing thereof, the claim may be defended, compromised or settled (except for a claim which does not involve a third party which cannot be settled without the consent of the Indemnitor) by the Indemnitee without the consent of the Indemnitor and the Indemnitor shall remain liable under this Article 5. During such fifteen (15) day period, the Indemnitee shall take all steps necessary to protect the interests of itself and the Indemnitor, including the filing of necessary responsive pleadings, the seeking of emergency relief and other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. Notwithstanding the foregoing, the Indemnitee may, upon notice to Indemnitor, take control of any and all action necessary to (i) prevent its assets from being seized, attached or otherwise encumbered as a result of such third-party action and (ii) respond to and control any action requiring immediate response, such as prayers for injunctive and other emergency relief, provided that Indemnitee may participate in such defense at its sole cost and expense. The parties shall cooperate at all times in reasonable requests for documents, testimony and other forms of assistance in connection with any claim pursuant to this Section 5.3. Indemnitor shall not in the defense of any such claim consent to the entry of any judgment against or affecting the Indemnitee (other than a judgment or a dismissal on the merits and without costs) except for the written consent of the Indemnitee, or enter into any settlement (except with the written consent of the Indemnitee) which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a full release in respect to such claim. If the claim does not arise from the claim or demand of a third party, the Indemnitor shall have thirty (30) days after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”) has received notice of or has acquired knowledge of any claim by any Person not a Party to this Agreement receipt of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect object to the claim which was by giving written notice to the subject of Indemnitee specifying the Indemnified Party’s notice reasons for such objection or whether it disclaims such obligationsobjections. In If the event Indemnitor does not so object to the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have total amount of the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled promptly paid by the Indemnified Party without Indemnitor. If the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing Indemnitor objects to the payment claim and the parties are unable to settle any such dispute, then the parties shall have all rights and remedies at law or compromise of in equity, and either the Indemnitor or the Indemnitee may commence an action or proceeding to resolve such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsdispute.

Notice of Claims. Within (i) If an indemnified party reasonably believes that it has incurred or may incur any Losses, it shall deliver a Claim Notice to the indemnifying party with respect to such Losses. The failure to give such notice shall not affect the rights of the indemnified party or parties except to the extent that the indemnifying party is materially prejudiced by such failure. (ii) When Losses are actually incurred or paid by an indemnified party or on an indemnified party's behalf or otherwise fixed or determined, the indemnified party shall deliver a Payment Certificate to the indemnifying party for such Losses. (iii) If, after receiving a Payment Certificate, the indemnifying party desires to dispute such claim or the amount claimed in the Payment Certificate, it shall deliver to the indemnified party within thirty (30) days a Counternotice as to such claim or amount. If no such Counternotice is received within the aforementioned thirty (30) day period, the indemnifying party shall be deemed to have accepted liability in respect of the Payment Certificate. (iv) The parties will use good faith efforts for a thirty (30) day period in an effort to resolve the issue. If, however, within thirty (30) days after receipt or deemed receipt by the indemnified party of the Counternotice to a Payment Certificate, the parties have not reached agreement as to the claim or amount in question, the claim for indemnification shall be decided in accordance with the provisions of Section 10.3(b), unless otherwise specified in this Agreement. --------------- (v) With respect to any Losses for which indemnification is being claimed based upon an asserted liability or obligation to a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”) has received notice of or has acquired knowledge of any claim by any Person entity not a Party party to this Agreement Agreement, the obligations of the commencement or threatened commencement indemnifying party hereunder shall not be reduced as a result of any action or proceeding by any Person not a Party the indemnified party in responding to this Agreement (“third party claim”) or has acquired knowledge of any other such claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim action is indemnifiable by the other Party pursuant hereto reasonably required to minimize damages, avoid a forfeiture or penalty, or comply with a legal requirement. (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice vi) For purposes of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.310.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third Company Shareholder who is ------------ an indemnifying party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by deemed to have received notice for purposes of this Article X, once the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld Shareholders' Representatives have all --------- received a Claim Notice or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claimPayment Certificate, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsas applicable.

Notice of Claims. Within All claims for indemnification under this Agreement, other than Third Party Claims as described in Section 10.4, shall be resolved in accordance with the following procedures: (a) If an indemnified party reasonably believes that it has incurred or may incur any Losses, it shall deliver a Claim Notice to the indemnifying party for such Losses. (b) When Losses are actually incurred or paid by an indemnified party or on an indemnified party's behalf or otherwise fixed or determined, the indemnified party shall deliver a Payment Certificate to the indemnifying party for such Losses. (c) If, after receiving a Payment Certificate, the indemnifying party desires to dispute such claim or the amount claimed in the Payment Certificate, it shall deliver to the indemnified party a Counternotice as to such claim or amount. If no such Counternotice is received within the aforementioned thirty (30) day period, the indemnifying party shall be deemed to have rejected or denied liability in respect of the Payment Certificate. (d) If, within thirty (30) days after receipt or deemed receipt by the indemnified party of the Counternotice to a Person seeking Payment Certificate, the parties have not reached agreement as to the claim or amount in question, the claim for indemnification hereunder shall be decided in accordance with the provisions of Section 12.1, unless otherwise specified in this Agreement. (hereinafter the “Indemnified Party”e) has received notice of With respect to any Losses for which indemnification is being claimed based upon an asserted liability or has acquired knowledge of any claim by any Person obligation to a person or entity not a Party party to this Agreement Agreement, the obligations of the commencement or threatened commencement indemnifying party hereunder shall not be reduced as a result of any action or proceeding by any Person not a Party the indemnified party in responding to this Agreement (“third party claim”) or has acquired knowledge of any other such claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim action is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”)reasonably required to minimize damages, give the Indemnifying Party written notice of such claim and the commencement avoid a forfeiture or threatened commencement of such action penalty, or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of comply with a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectslegal requirement.

Notice of Claims. Within All claims for indemnification under this Agreement shall be resolved in accordance with the following procedures: (a) If an indemnified party becomes aware of a Loss, it shall, as soon as reasonably practical, deliver a Claim Notice to the indemnifying party for such Losses. If an indemnified party receives notice of a third-party claim for which it intends to seek indemnification hereunder, it shall give the indemnifying party prompt written notice of such claim, so that the indemnifying party's defense of such claim under Section 9.5 hereunder may be timely instituted. (b) When Losses are actually incurred or paid by an indemnified party or on an indemnified party's behalf or otherwise fixed or determined, the indemnified party shall as soon as reasonably practical, deliver a Payment Certificate to the indemnifying party for such Losses. If a Claim Notice or Payment Certificate refers to any claim, action, suit, or proceeding made or brought by a third party, the Claim Notice or Payment Certificate shall include copies of the claim, any process served, and all legal proceedings with respect thereto. (c) If, after receiving a Payment Certificate, the indemnifying party desires to dispute such claim or the amount claimed in the Payment Certificate, it shall deliver to the indemnified party a Counternotice as to such claim or amount. Such Counternotice shall be delivered within thirty (30) days after a Person seeking indemnification hereunder the date the Payment Certificate to which it relates is received by the indemnifying party. If no such Counternotice is received within the aforementioned 30-day period, the indemnifying party shall have waived any further objection to the Payment Certificate or the Losses described in it, and the indemnified party shall be entitled to prompt payment for such Losses from the indemnifying party. (hereinafter d) If, within thirty (30) days after receipt by the “Indemnified Party”) has received notice of or has acquired knowledge of any claim by any Person not a Party to this Agreement indemnified party of the commencement or threatened commencement of any action or proceeding by any Person not Counternotice to a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainablePayment Certificate, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice parties shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect have reached agreement as to the claim which was or amount in question, the subject claim for indemnification shall be decided in accordance with the provisions of the Indemnified Party’s notice or whether it disclaims such obligations. Section 11.10. (e) In the event the Indemnifying Party disclaims indemnified party is required to take action to comply with any requirements imposed by law, to minimize its damages, to avoid a forfeiture or fails penalty, or to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claimavoid missing a deadline, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third indemnified party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by indemnified for its Losses to the Indemnified Party without the prior written consent of the Indemnifying Party which consent full amount set forth in this Agreement. The indemnified party shall not be unreasonably withheld or delayed. At any time after penalized for protecting the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsindemnifying party's obligations.

Notice of Claims. Within Any Person entitled to indemnification pursuant to this Article IX (the “Indemnified Party”) shall notify any other Person (or Persons) who is (are) obligated to provide indemnification hereunder (the “Indemnifying Party”) promptly after becoming aware of any Losses which the Indemnified Party shall have determined has given or could give rise to a claim for indemnification under Section 9.2 or Section 9.3. Such notice shall include an estimate of the Losses that the Indemnified Party has determined may be incurred (the “Claim Notice”) and such Claim Notice shall specify in reasonable detail, to the extent reasonably practicable and to the extent within the Knowledge of the Indemnified Party, each individual item of Loss included in the amount so stated, the date such item was paid, the basis for any anticipated liability and the nature of the misrepresentation, and the breach of warranty, breach of covenant or claim to which each such item is related. It is agreed that no delay on the part of the Indemnified Party in notifying any Indemnifying Party of a claim (including any third party claim) will relieve the Indemnifying Party thereby unless (and then only to the extent) said Indemnifying Party is actually and materially prejudiced by such failure to give notice. It is agreed that no Person shall be liable for any claim for indemnification pursuant to this Article IX unless the Claim Notice is delivered by the Indemnified Party to the Indemnifying Party prior to the expiration of the applicable survival period. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim or the estimated amount of Losses described in such notice, or fails to notify the Indemnified Party within thirty (30) days after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”) has received notice of or has acquired knowledge of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice delivery of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation anddisputes the claim or the estimated amount of Losses described in such notice, the estimated Losses in the case of a third party claim, its defense obligation with respect to the claim which was the subject of amount specified in the Indemnified Party’s notice or whether it disclaims such obligations. In the event will be conclusively deemed a liability of the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend pay the same amount of such Losses to the Indemnified Party within ten (10) Business Days after the expiration of such thirty (30) day period. If the Indemnified Party has timely disputed its liability with counsel respect to such claim or the estimated amount of Losses, and such dispute has not been resolved within sixty (60) days, then the Indemnifying Party and the Indemnified Party may seek legal redress in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsSection 10.8.

Notice of Claims. Within In the event that (i) any claim is asserted or instituted against any Indemnified Party by any Person other than the Parties to this Agreement or their Affiliates which could give rise to Damages for which an Indemnifying Party could be liable to an Indemnified Party for Damages under this Agreement (such claim, demand or Proceeding, a “Third Party Claim”) or (ii) any Indemnified Party under this Agreement shall have a claim to be indemnified for Damages by any Indemnifying Party under this Agreement which does not involve a Third Party Claim (such claim, together with Third Party Claims, “Claims”), the Indemnified Party shall with reasonable promptness send to the Indemnifying Party a written notice specifying the nature of such Claim, the amount of Damages sought in such Claim, if known, and the provisions of this Agreement in respect of which such right of indemnification is claimed or arises (a “Claim Notice”), provided, that a delay or failure in notifying the Indemnifying Party shall not relieve the Indemnifying Party of its obligations under this Agreement except to the extent that the Indemnifying Party demonstrates such delay or failure shall have caused the Damages for which the Indemnifying Party is obligated to be greater than such Damages would have been had the Indemnified Party given the Indemnifying Party timely notice and only to the extent of the increased amount of Damages. (i) If the Stockholders’ Representative does not object in writing within the thirty (30) calendar day period after delivery by Buyer or Buyer Parent of an initial Claim Notice and within the fifteen (15) calendar day period after delivery by Buyer or Buyer Parent of a second Claim Notice (which shall not be delivered until the expiration of the thirty (30) day period relating to the initial Claim Notice), such failures to so object shall be an irrevocable acknowledgment by the Stockholders’ Representative on behalf of Target Stockholders that the Buyer Indemnitees identified in the Claim Notice are entitled to the full amount of the claim for Damages set forth in such Claim Notice. If Buyer or Buyer Parent does not object in writing within the thirty (30) calendar day period after delivery by the Stockholders’ Representative of an initial Claim Notice and within the fifteen (15) calendar day period after delivery by the Stockholders’ Representative of a second Claim Notice (which shall not be delivered until the expiration of the thirty (30) day period relating to the initial Claim Notice), such failures to so object shall be an irrevocable acknowledgement by Buyer and Buyer Parent that the Seller Indemnitees identified in the Claim Notice are entitled to the full amount of the claim for Damages set forth in such Claim Notice. (ii) After the expiration of fifteen (15) calendar days after receipt of a second Claim Notice from the Stockholders’ Representative, Buyer Parent shall make delivery of cash equal to the amount of Damages claimed in the Claim Notice; provided that no such payment shall be made if Buyer Parent shall object in a written statement to the claim made in the Claim Notice (a “Buyer Objection Notice”), and such Buyer Objection Notice shall have been delivered to the Stockholders’ Representative prior to the expiration of such fifteen (15) calendar day period. (iii) After the expiration of fifteen (15) calendar days after receipt of a second Claim Notice from the Buyer or Buyer Parent, Stockholders’ Representative shall make delivery of cash equal to the amount of Damages claimed in the Claim Notice; provided that no such payment shall be made if Stockholders’ Representative shall object in a written statement to the claim made in the Claim Notice (a “Stockholders’ Objection Notice” and, together with Buyer Objection Notice, an “Objection Notice”), and such Stockholders’ Objection Notice shall have been delivered to the Buyer and Buyer Parent prior to the expiration of such fifteen (15) calendar day period. (iv) If Buyer or Buyer Parent shall deliver a Claim Notice and Buyer Parent owes any portion of the indemnification payments required to be paid by the Buyer Parent pursuant to this Article 10 hereof, Buyer Parent shall be entitled to set-off the amount set forth in the Claim Notice. (i) If an Indemnifying Party objects in writing to any claim (or part of any claim) for indemnification made by an Indemnified Party in any Objection Notice, the Indemnified Party and Indemnifying Party shall attempt in good faith 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 memorandum setting forth such agreement shall be prepared and signed by both parties. (ii) If no such agreement has been reached within thirty (30) days after delivery of an Objection Notice, either Buyer Parent or the Stockholders’ Representative may demand arbitration of the matter in a Person seeking indemnification hereunder proceeding administered by the American Arbitration Association (hereinafter the “Indemnified PartyAAA”) has received notice of or has acquired knowledge of any claim by any Person not a Party to this Agreement under its commercial arbitration rules, unless the amount of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim Damage that is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was at issue is the subject of the Indemnified Party’s notice or whether it disclaims a pending litigation involving a Third Party Claim, in which event such obligationsarbitration shall be resolved as set forth in Section 10.4(c) below. In the event that, within fifteen (15) days after submission of any dispute to arbitration, Buyer Parent and the Indemnifying Party disclaims or Stockholders’ Representative cannot mutually agree on one arbitrator, then, within fifteen (15) days after the end of such fifteen (15) day period, Buyer Parent and the Stockholders’ Representative shall each select one arbitrator. The two arbitrators so selected shall select a third arbitrator. If the Stockholders’ Representative fails to timely acknowledge its obligations with respect select an arbitrator during this fifteen (15) day period, then the parties agree that the arbitration will be conducted by one arbitrator selected by Buyer Parent. If Buyer Parent fails to any claim select an arbitrator during this fifteen (15) day period, then the parties agree that the arbitration will be conducted by one arbitrator selected by the Indemnified Party Stockholders’ Representative. Each arbitrator must be certified as an arbitrator by the AAA. (iii) Any such arbitration shall be held in Orange County, California, under the rules then in effect of the AAA. The arbitrator(s) shall determine how all expenses relating to any third party claimthe arbitration shall be paid, including the respective expenses of each party, the Indemnified Party fees of each arbitrator and the administrative fee of the AAA. The arbitrator or arbitrators, as the case may be, shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator or majority of the three arbitrators, as the case may be, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator, or a majority of the three arbitrators, as the case may be, shall rule upon motions to compel or limit discovery and shall have the right authority to defend such claimimpose sanctions, with counsel of its own selectionincluding attorneys’ fees and costs, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Sectionextent as a competent court of law or equity, should the arbitrators or a majority of the three arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. Where The decision of the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect arbitrator or a majority of the three arbitrators, as the case may be, as to the validity and amount of any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled final, binding, and conclusive upon the parties to this Agreement. Such conclusions shall set forth the award, judgment, decree or order awarded by the Indemnified Party without the prior written consent arbitrator(s). Within fifteen (15) days of a decision of the Indemnifying Party which consent arbitrator(s) requiring payment by one party to another, such party shall not make the payment to such other party. (iv) Judgment upon any award rendered by the arbitrator(s) may be unreasonably withheld or delayedentered in any court having jurisdiction. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect The foregoing arbitration provision shall apply to any third party claim, the dispute between Indemnifying Party may request the Parties and Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsParties under this Article X hereof.

Notice of Claims. Within thirty If a claim (30a “Claim”) days after is proposed to be made by a Person seeking party entitled to indemnification hereunder (hereinafter the “Indemnified Party”) has received notice of or has acquired knowledge of any claim by any Person not a Party to this Agreement of against the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement party from which indemnification is claimed (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), the Indemnified Party shall give written notice (a “Claim Notice”) to the Indemnifying Party as soon as practicable after the Indemnified Party becomes aware of any fact, condition or event which may give rise to a Loss for which indemnification may be sought under this Article XIII. If any legal proceeding is commenced against any party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to the Indemnifying Party as promptly as practicable (and in any event within ten (10) Business Days after the service of the citation or summons). The failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent that the Indemnifying Party demonstrates actual prejudice caused by such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereoffailure. Notwithstanding the foregoing, a Claim Notice that relates to a representation or warranty that is subject to the survival period set forth in Section 13.1 must be made within such survival period, whether or not the Indemnifying Party is prejudiced by any failure to give a Claim Notice relating thereto. A Claim Notice shall describe in reasonable detail the nature of the Claim, including an estimate of the amount of Losses that have been or may be suffered or incurred by the Indemnified Party attributable to give such notice shall not excuse Claim, the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage or prejudice by reason basis of the Indemnified Party’s failure to give or delay request for indemnification under this Agreement and all information in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party possession relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsClaim.

Notice of Claims. Within A Person entitled to indemnification under this Article 10 (an “Indemnified Party”) shall notify the Persons obligated to provide such indemnification under this Article 10 (the “Indemnifying Party”) in writing promptly after becoming aware of any Damages which an Indemnified Party shall have determined has given rise to a claim for indemnification under this Article 10. Such written notice (a “Claim Notice”) shall include an estimate of the Damages, if known, the method of computation thereof and a reference to the specific provisions of this Agreement in respect of which it seeks indemnification. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim or the estimated amount of Damages described in such Claim Notice, or fails to notify the Indemnified Party within thirty (30) days after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”) has received notice receipt of or has acquired knowledge of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give Claim Notice whether the Indemnifying Party written notice disputes the claim or the estimated amount of Damages described in such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainableClaim Notice, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, estimated Damages in the case of a third party claim, defend amount specified in the Indemnified Party, except ’s Claim Notice will be conclusively deemed a Liability of the Indemnifying Party and the Indemnifying Party shall pay the amount of such Damages to the extent Indemnified Party. If the Indemnifying Party has suffered damage timely disputed its liability with respect to such claim or prejudice the estimated amount of Damages, the dispute shall be resolved, and the amount, if any, of Damages payable by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claimbe determined, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with Section 12.6. The provisions of this Section. Where the Indemnifying Section 10.3 do not apply to Third Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsActions.

Notice of Claims. Within thirty (30) days after a Person seeking indemnification hereunder (hereinafter An indemnified party shall give prompt written notice to the “Indemnified Party”) has received notice of or has acquired knowledge indemnifying party of any claim by any Person not against the indemnified party which might give rise to a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter indemnified party against the “Indemnifying Party”)indemnifying party under the indemnification provisions contained herein, give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state stating the nature and basis of such claim, and, if ascertainable, the claim and the actual or estimated amount thereof. Notwithstanding the foregoing, the provided, however, that failure of the Indemnified Party to give such notice shall will not excuse effect the Indemnifying Party’s obligation of the indemnifying party to indemnify andprovide indemnification in accordance with the terms of Section 5.1 or 5.2 unless, in the case of a third party claim, defend the Indemnified Party, except and only to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3that, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third indemnifying party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligationsis actually prejudiced thereby. In the event the Indemnifying Party disclaims that any action, suit or fails to timely acknowledge its obligations proceeding is brought against any indemnified party with respect to any claim which the indemnifying party may have liability under the indemnification provisions contained herein, the indemnifying party shall, upon written acknowledgement by the Indemnified Party relating indemnifying party that such action, suit or proceeding is an indemnifiable Loss pursuant to Section 5.1 or 5.2, have the right, at the cost and expense of the indemnifying party, to defend such action in the name and on behalf of the indemnified party (using counsel satisfactory to the indemnified party), and, in connection with any third party claimsuch action, the Indemnified Party indemnified party and the indemnifying party agree to render to each other such assistance as may reasonably be required in order to ensure proper and adequate defense of such action, provided, however, that an indemnified party shall have the right to retain its own counsel, with fees and expenses paid by the indemnifying party, if representation of such indemnified party by counsel retained by the indemnifying party would be inappropriate because of actual or potential differing interests between such indemnified party and the indemnifying party. If the indemnifying party shall fail to defend such action, suit or proceeding, then the indemnified party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim action without prejudice to its right rights to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claimunder Section 5.1 or 5.2 and, in connection therewith, the Indemnifying Party shall defend indemnified party and the same with counsel indemnifying party agree to render to each other such assistance as may reasonably be required in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect order to any third party claim, the Indemnified Party may, at its expense, participate in the ensure proper and adequate defense of such third action. Neither the indemnified party nor the indemnifying party shall make any settlement of any claim and no such third which might give rise to liability of the indemnifying party claim shall be settled by under the Indemnified Party indemnification provisions contained herein without the prior written consent of the Indemnifying Party each party, which consent shall not be unreasonably withheld withheld, delayed or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsconditioned.

Notice of Claims. Within Each Party against whom a claim for indemnity pursuant to this Article 5 shall have been made (each, an “Indemnifying Party”) shall have the right to defend the Person seeking such indemnity (each, an “Indemnified Party”) with counsel of such Indemnifying Party’s choice in respect of any third party claim, so long as (i) such counsel is reasonably satisfactory to the Indemnified Party, (ii) the Indemnifying Party shall have provided written notice to the Indemnified Party, within thirty (30) days after a Person seeking indemnification hereunder (hereinafter receipt by the “Indemnified Party”) has received notice of or has acquired knowledge of any claim by any Person not a Indemnifying Party to this Agreement of the commencement related Purchaser Claims Notice or threatened commencement of any action or proceeding by any Person not a Seller Claims Notice, as applicable, indicating that the Indemnifying Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) will indemnify the Indemnified Party shallin accordance with the terms of this Article 5, if such claim is indemnifiable by the other Party pursuant hereto and (hereinafter the “Indemnifying Party”), give iii) the Indemnifying Party written notice of such claim and conducts the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure defense of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage claim or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such noticematter actively and diligently. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the The Indemnified Party shall have the right to defend such claim, with retain separate co-counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, sole cost and expense and participate in the defense of any such third party claim and no such third party claim or matter; provided, that any related attorneys’ fees shall not be settled by indemnifiable Losses, and; provided, further, however, that, in the Indemnified Party without event that there may be a conflict between the prior written consent positions of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request and the Indemnified Party to agree in writing to conducting the payment or compromise defense of such third party claim claim, or if any of the conditions in clauses (provided such payment or compromise has been previously approved in writing by the third party claimanti), and, in (ii) or (iii) of the event the Indemnifying Party does soimmediately preceding sentence are not met, the Indemnified Party shall promptly agree in writing be entitled to such settlementseparate counsel, unless such settlement would involve a remedy or remedies, other than the payment fees and expenses of money damages which shall be paid by the Indemnifying Party, to which the . Knowledge by an Indemnified Party reasonably objectsof any breach or non-compliance hereunder shall not constitute a waiver of such Indemnified Party’s rights and remedies under this Agreement; provided, that such Indemnified Party shall have notified the applicable Indemnifying Party of such breach or non-compliance in a timely manner and in accordance with the terms of this, unless the failure to timely provide notice shall not materially impair the ability of the Indemnifying Party to investigate or defend the claim. No express or implied waiver by an Indemnified Party of any default hereunder shall in any way be, or be construed to be, a waiver of any other default. The failure or delay of an Indemnified Party to exercise any of its rights granted hereunder regarding any default shall not constitute a waiver of any such right as to any other default, and any single or partial exercise of any particular right granted to an Indemnified Party hereunder shall not exhaust the same or constitute a waiver of any other right provided herein.

Notice of Claims. Within thirty (30a) days after a Person seeking indemnification hereunder If any of the Persons to be indemnified under this Section 3 (hereinafter the “"Indemnified Party”") has received notice of suffered or has acquired knowledge of incurred any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claimLosses, the Indemnified Party shall have so notify the right to defend party from whom indemnification is sought (the "Indemnifying Party") promptly in writing describing such claimLosses, with counsel the amount or estimated amount thereof, if known or reasonably capable of its own selectionestimation, and compromise the method of computation of such claim without prejudice Losses, all with reasonable particularity and containing a reference to its right to indemnification hereunderthe provisions of this Agreement or any other agreement, instrument or certificate delivered pursuant hereto in respect of which such Losses shall have occurred. In the event the Indemnifying If any Action is instituted by or against a Third Party timely acknowledges its obligations hereunder (a "Third Party Claim") with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, which the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect intends to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does soseek indemnification under this Section 3, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve notify (a remedy or remedies, other than the payment of money damages by "Third Party Claim Notice") the Indemnifying Party, Party of such Action and tender to which the Indemnifying Party the conduct or defense of such Action. A failure by the Indemnified Party to give notice and to tender the conduct or defense of the Action in a timely manner pursuant to this Section 3.3(a) shall not limit the obligation of the Indemnifying Party under this Section 3, except to the extent such Indemnifying Party is prejudiced thereby. (b) To the extent not prohibited by applicable Law or not jeopardizing attorney-client privilege, (i) each Party will provide to the respective other Party notice and an opportunity to comment before such Party files any report, notification or filing with any Governmental Authority or Third Party in connection with an event that would be reasonably objectslikely to result in Losses subject to the indemnification provisions of this Section 3, and (ii) in the event such Party is required to file a report, notification or filing immediately, it will provide simultaneous notice to the respective other Party when it files the report with such Governmental Authority or Third Party.

Notice of Claims. Within 11.4.1. Any Indemnified Party shall promptly (and, notwithstanding anything to the contrary contained herein, in any event prior to the survival date of the particular representation, warranty, covenant or agreement to which a particular Claim relates as set forth in Section 11.2 above) give to the Purchaser, in the case of indemnification sought by any Seller Indemnified Party, or give to Seller, in the case of indemnification sought by any Purchaser Indemnified Party, including with respect to a Third Party Claim, a written notice describing in reasonable detail the facts giving rise to any Claims for indemnification hereunder, and shall include in such notice (if then known) the amount or the method of computation of the amount of the Losses which are the subject to such Claim, and a reference to the provision of this Agreement upon which such Claim is based; provided, that the failure to give such a notice shall extinguish the obligation to provide indemnification hereunder with respect to such Claim, but only to the extent such failure results in prejudice to the ability to defend such Claim. 11.4.2. In the event that a third party has made a Claim which an Indemnified Party believes gives rise to a right to be indemnified pursuant to this Article XI (a “Third Party Claim”), the following shall apply: (a) Such Indemnified Party shall promptly notify the Seller or the Purchaser, as the case may be (the “Indemnifying Party Representative”), of such Third Party Claim as provided in Section 11.4.1. The Indemnifying Party Representative at its sole expense may assume the defense thereof by notifying the Indemnified Party in writing within thirty (30) days after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”) has received notice of or has acquired knowledge of any claim it being notified by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shallof the existence of the Third Party Claim. Upon the giving of such notice, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice Representative will undertake, conduct and control, through counsel of such claim its own choosing and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainableat its own expense, the amount thereof. Notwithstanding the foregoing, the failure of settlement or defense thereof and in which event the Indemnified Party to give such notice shall not excuse cooperate with the Indemnifying Party Representative in connection therewith; provided, that the Indemnified Party may participate in such settlement or defense through counsel chosen by such Indemnified Party and paid at its own expense; provided, further, that if in the reasonable opinion of counsel for such Indemnified Party’s , there is a reasonable likelihood of a conflict of interest between the Indemnifying Party Representative and the Indemnified Party, the reasonable fees and expenses of one counsel and one local counsel, if applicable, to such Indemnified Party in connection with such defense shall be subject to recovery pursuant to the indemnification provided in this Article XI. (b) The Indemnifying Party Representative shall have full right to enter into any compromise or settlement that is dispositive of the matter involved; provided, however, that except for the settlement of a Third Party Claim that involves (i) no obligation to indemnify of any Indemnified Party other than the payment of money and, solely in the case of indemnification of the Purchaser Indemnified Parties, is fully covered by the monies then remaining in the Indemnity Escrow Account, and (ii) a third party claim, defend release from all liability in favor of the Indemnified Party, except to the extent the Indemnifying Party has suffered damage Representative shall not settle or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of compromise any notice issued by the Indemnified Third Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party Claim without the prior written consent of the Indemnified Party. No Indemnifying Party which Representative may consent shall to entry of any judgment or enter into any settlement in respect of a Third Party Claim that does not be unreasonably withheld or delayed. At any time after include a release of the Indemnified Party from all liability in respect of such Third Party Claim. (c) If the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise Representative does not so assume control of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does sodefense, the Indemnified Party shall promptly agree in writing to conduct and control such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which defense and the Indemnified Party reasonably objectsshall have full right to enter into any compromise or settlement on its behalf that is dispositive of the matter involved; provided that the Indemnifying Party Representative shall be entitled to a right to participate in any such Claim or Proceeding at its own cost and expense and approve any proposed settlements. (d) The party controlling such defense shall keep the other party advised of the status of such Proceeding and the defense thereof and shall consider in good faith recommendations made by the other party with respect thereto.

Notice of Claims. Within thirty (30) days after a Person seeking indemnification hereunder (hereinafter An indemnified party shall give prompt written notice to the “Indemnified Party”) has received notice of or has acquired knowledge indemnifying party of any claim by any Person not against the indemnified party which might give rise to a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter indemnified party against the “Indemnifying Party”)indemnifying party under the indemnification provisions contained herein, give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state stating the nature and basis of such claim, and, if ascertainable, the claim and the actual or estimated amount thereof. Notwithstanding the foregoing, the provided, however, that failure of the Indemnified Party to give such notice shall will not excuse effect the Indemnifying Party’s obligation of the indemnifying party to indemnify andprovide indemnification in accordance with the terms of Section 9.1 or 9.2 unless, in the case of a third party claim, defend the Indemnified Party, except and only to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3that, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third indemnifying party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligationsis actually prejudiced thereby. In the event the Indemnifying Party disclaims that any action, suit or fails to timely acknowledge its obligations proceeding is brought against any indemnified party with respect to any claim which the indemnifying party may have liability under the indemnification provisions contained herein, the indemnifying party shall, upon written acknowledgement by the Indemnified Party relating indemnifying party that such action, suit or proceeding is an indemnifiable Loss pursuant to Section 9.1 or 9.2, have the right, at the cost and expense of the indemnifying party, to defend such action in the name and on behalf of the indemnified party (using counsel reasonably satisfactory to the indemnified party), and, in connection with any third party claimsuch action, the Indemnified Party indemnified party and the indemnifying party agree to render to each other such assistance as may reasonably be required in order to ensure proper and adequate defense of such action, provided, however, that an indemnified party shall have the right to retain its own counsel, with fees and expenses paid by the indemnifying party, if representation of such indemnified party by counsel retained by the indemnifying party would be inappropriate because of actual or potential differing interests between such indemnified party and the indemnifying party. If the indemnifying party shall fail to defend such action, suit or proceeding, then the indemnified party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim action without prejudice to its right rights to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claimunder Section 9.1 or 9.2 and, in connection therewith, the Indemnifying Party shall defend indemnified party and the same with counsel indemnifying party agree to render to each other such assistance as may reasonably be required in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect order to any third party claim, the Indemnified Party may, at its expense, participate in the ensure proper and adequate defense of such third action. Neither the indemnified party nor the indemnifying party shall make any settlement of any claim and no such third which might give rise to Liability of the indemnifying party claim shall be settled by under the Indemnified Party indemnification provisions contained herein without the prior written consent of the Indemnifying Party each party, which consent shall not be unreasonably withheld withheld, delayed or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsconditioned.

Notice of Claims. Within All claims for indemnification hereunder shall be resolved in accordance with the following procedures: (a) If Buyer or Parent, on the one hand, or any Selling Party, on the other hand, has incurred or reasonably believes that it may incur any Indemnified Loss (the “Indemnified Party”), it shall deliver promptly written notice to the other (the “Indemnifying Party”) setting forth in reasonable detail the nature and amount of the Indemnified Loss or potential Indemnified Loss, if possible, and further referencing the sections of this Agreement upon which the claim for indemnification for such Indemnified Loss is based (a “Claim Notice”). If an Indemnified Party receives notice of a third-party claim for which it intends to seek indemnification hereunder, it shall give the Indemnifying Party prompt written notice of such claim, so that the Indemnifying Party’s defense of such claim under Section 11.4 hereof may be timely instituted. The failure by an Indemnified Party to provide such written notice shall not constitute a waiver of the Indemnified Party’s right to indemnity unless such failure has resulted in the loss of substantive rights with respect to the Indemnifying Party’s ability to defend such claim, and then only to the extent of such loss. (b) If, after receiving a Claim Notice for an Indemnified Loss, the Indemnifying Party desires to dispute such claim or the amount claimed in the Claim Notice, it shall deliver to the Indemnified Party a written objection to such claim or payment setting forth the basis for disputing such claim or payment. Such notice shall be delivered within thirty (30) days after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”) has date the Claim Notice to which it relates is received notice of or has acquired knowledge of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in . If no such notice is received within the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claimaforementioned 30-day period, the Indemnified Party shall have the right be entitled to defend payment for such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event Indemnified Loss from the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, within ten (10) days of the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense end of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim30-day objection period, the Indemnifying Party may request the Indemnified Party to agree in writing subject to the payment or compromise limitations of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsSection 11.7 hereof.

Notice of Claims. Within thirty (30a) days after If a Person Covered Party seeking indemnification hereunder receives notice of the assertion of any Claim (hereinafter the a “Indemnified PartyClaim Notice”) has received notice of or has acquired knowledge of any claim by any Person not with respect to which a Party party required to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement provide indemnification hereunder (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the an “Indemnifying Party”)) may be obligated under this Agreement to provide indemnification, such Covered Party shall give such Indemnifying Party prompt written notice thereof; provided, however, that the failure of any Covered Party to give such Claim Notice shall not relieve any Indemnifying Party of its obligations under this Article IX, except and only to the extent that the Indemnifying Party written notice forfeits rights or defenses by reason of such claim and the commencement or threatened commencement of such action or proceeding, if anyfailure. Such notice Claim Notice shall state describe the nature and basis of such claimClaim in reasonable detail, and, if ascertainablepracticable, shall indicate the estimated amount of Damages that have been or may be sustained by such Covered Party. (b) An Indemnifying Party, at such Indemnifying Party’s own expense (including all legal and other expenses) and through counsel reasonably acceptable to the Covered Party, may elect to defend any Third Party Claim; and if it so elects, it shall, within 20 calendar days after receiving notice of such Third Party Claim (or sooner, if the nature of such Third Party Claim so requires), notify the Covered Party of its intent to do so, and such Covered Party shall cooperate in the defense of such Third Party Claim; provided, that such notice shall include an acknowledgment from the Indemnifying Party that such Indemnifying Party is undertaking and will prosecute the defense of the Claim and confirming that based on the information available as between the Covered Party and such Indemnifying Party, such Indemnifying Party will, subject to the provisions of Section 9.4, be able to pay the full amount of potential Liability in connection with any such Claim (including for the Legal Proceeding and all Legal Proceedings on appeal or other review which counsel for the Covered Party may reasonably consider appropriate); provided, further, such Indemnifying Party shall not have the right to defend or direct the defense of such Claim that (i) is asserted directly by or on behalf of a Person that is a supplier or customer of Seller, Buyer or their Affiliates or (ii) seeks an injunction or other equitable relief against the Covered Party. After notice from an Indemnifying Party to a Covered Party of its election to assume the defense of a Third Party Claim, such Indemnifying Party shall not be liable to such Covered Party for any legal or other expenses subsequently incurred by such Covered Party in connection with the defense thereof; provided, however, that such Covered Party shall have the right to employ one counsel to represent such Covered Party and all other Persons entitled to indemnification in respect of such Claim hereunder if, in the reasonable opinion of counsel to the Covered Party, (y) there are legal defenses available to a Covered Party that are different from or additional to those available to the Indemnifying Party or (z) a conflict of interest between such Covered Party and such Indemnifying Party exists in respect of such Claim which would make representation of the Indemnifying Party and the Covered Party impermissible under applicable standards of professional conduct, and in either of those events the reasonable fees and expenses of one such separate counsel for all Covered Parties shall be paid by such Indemnifying Party. If the Indemnifying Party does not notify the Covered Party within such 20 calendar days (or sooner, if the nature of such Third Party Claim so requires), the amount thereofCovered Party shall have the right to undertake, at the Indemnifying Party’s cost, risk and expense, the defense, compromise or settlement of the Claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. The Indemnifying Party shall not, except with the consent of the Covered Party, enter into any settlement that is not exclusively monetary and shall be paid entirely by the Indemnifying Party and does not include as an unconditional term thereof the giving by the Person or Persons asserting such Claim to all Covered Parties of an unconditional release from all Liability with respect to such Claim or consent to entry of any judgment. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect not be entitled to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to control any claim by the Indemnified Party Claim relating to Taxes of Buyer or Seller for any third party claimTax or accounting period ending on or after the Closing Date and shall not be entitled to settle, either administratively or after the Indemnified Party shall have commencement of litigation, any Claim for Taxes which could adversely affect the right to defend such claimLiability of Buyer or Seller for Taxes for any Tax or accounting period (or portion thereof) ending on or after the Closing Date, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, Buyer; in the event the Indemnifying Party does soof a conflict between this Section 9.3(b) and Section 8.2(e), the Indemnified Party Section 8.2(e) shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsgovern.

Notice of Claims. Within thirty (30) days after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”) has received notice of or has acquired knowledge of Should any claim be made against WHI or the Surviving Corporation by any Person a person not a Party party to this Agreement with respect to any matter to which indemnity of any of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shallShareholders set forth in Article VIII applies, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), then WHI shall promptly give the Indemnifying Party Shareholders written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of any such claim, and, if ascertainablesubject to this Article VIII, such Shareholders shall thereafter have the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party option to give defend or settle any such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, at their sole expense, on their own behalf and with counsel of their own choosing, which counsel shall be reasonably satisfactory to WHI. If the Shareholders fail to, or elect not to defend any such claim, WHI shall defend such claim; provided, however, that the Indemnified PartyShareholders' consent shall be required for any settlement payment, except to the extent the Indemnifying Party has suffered damage which consent will not be unreasonably withheld. In such defense or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt settlement of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party non-defending party shall have cooperate with and assist the right parties to defend the maximum extent reasonably possible and may participate therein (at such claim, party's expense) with counsel of its such party's own selectioncounsel, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect party's written consent shall be a requirement to any third party claimsettlement or disposition thereof, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld withheld. Notwithstanding anything to the contrary contained herein, if the Shareholders shall not consent to a settlement recommended by WHI, the Shareholders shall be liable for any indemnification amount in excess of the recommended settlement payment arising from the final resolution of the proceedings plus any additional defense costs incurred by WHI subsequent to the recommended settlement. Any payment resulting from such defense or delayedsettlement, together with the total expense thereof, shall be binding on the parties for the purposes of this Article VIII. At any Subject to the limits for claims in SECTION 8.1, failure to give notice within a reasonable period of time after the Indemnifying Party acknowledges its obligations hereunder with respect shall not constitute a defense, in whole or in part, to any third party claimclaim for indemnification by WHI, the Indemnifying Party may request the Indemnified Party to agree in writing except only to the payment extent that such failure by WHI or compromise of such third party claim (provided such payment or compromise has been previously approved the Surviving Corporation shall result in writing by a material prejudice to the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsShareholders.

Notice of Claims. Within thirty (30) days after a Any Parent Indemnified Person seeking claiming indemnification hereunder (hereinafter the each, a “Indemnified Claiming Party”) will give to the Securityholders’ Representative notice of any claim (each, a “Claim”) as to which such Person proposes to demand indemnification hereunder as soon as reasonably practicable after the Claiming Party has received notice thereof, which such Claim shall state the nature, basis, the amount thereof (to the extent known or of or has acquired knowledge a nature that can be reasonably estimated, which amount shall not be conclusive of the final amount of such Claim), the method of computation thereunder and any claim by other remedy sought thereunder, and any Person other material details pertaining thereto, along with copies of relevant documents evidencing such Claim and the basis for indemnification sought (provided that failure to give timely notice will not a Party limit the indemnification obligations of the indemnifying parties hereunder except to the extent the indemnifying parties are materially prejudiced hereby). The Securityholders’ Representative will have the right to object to any Claim made pursuant to this Agreement of the commencement or threatened commencement of any action or proceeding Section 8.2(a) by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party delivering written notice of such claim objection (each, a “Claim Objection Notice”) to the Claiming Party within 30 days following the Securityholders’ Representative’s receipt of a Claim notice (such period, the “Claim Objection Period”). The Claim Objection Notice will specify in reasonable detail the basis for the Securityholders’ Representative’s objection to the Claim. In the event that the Securityholders’ Representative does not object to a Claim within the Claim Objection Period, (i) the Securityholders’ Representative will be deemed to have accepted and agreed to the Claim set forth in the Claim notice on behalf of the Indemnifying Securityholders and will be precluded from raising any objection thereto after the Claim Objection Period, and (ii) Parent will be entitled to recover from the General Indemnity Escrow Account (in which case Parent and the commencement Securityholders’ Representative shall promptly (and in any event within two Business Days) following the expiration of the Claim Objection Period deliver a joint written instruction to the Escrow Agent to release from the General Indemnity Escrow Account the lesser of (x) the amount to which Parent is entitled in connection with such Claim and (y) the amount remaining in the General Indemnity Escrow Account), set off against all or threatened commencement any portion of such action or proceedingany Milestone Payment in accordance with Section 8.8, if any. Such notice shall state , or demand payment in cash from the nature and basis Indemnifying Securityholders for any Damages of the Claiming Party with respect to such claim, and, if ascertainable, Claim following the amount thereofexpiration of the Claim Objection Period in accordance with Section 8.8. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event that the Indemnifying Party does soSecurityholders’ Representative accepts or agrees to a Claim at any time, whether before or after the Indemnified Party Claim Objection Period, and such Claim is to be satisfied from the General Indemnity Escrow Account, Parent and the Securityholders’ Representative shall promptly agree (and in writing any event within two Business Days) deliver a joint written instruction to such settlement, unless such settlement would involve a remedy or remedies, other than the payment Escrow Agent to release from the General Indemnity Escrow Account the lesser of money damages by (x) the Indemnifying Party, amount to which Parent is entitled in connection with such Claim and (y) the Indemnified Party reasonably objectsamount remaining in the General Indemnity Escrow Account).

Notice of Claims. Within thirty (30) days after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”) has received notice of or has acquired knowledge of any claim by any Person not a Third Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) Claim, the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if anyThird Party Claim. Such notice shall state the nature and basis of such claimThird Party Claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, and defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.310.5, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its and defense obligation with respect to the claim Third Party Claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Third Party relating to any third party claimClaim, the Indemnified Party shall have the right to defend such claimThird Party Claim, with counsel of its own selection, and compromise such claim Third Party Claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claimThird Party Claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claimThird Party Claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim Third Party Claim and no such third party claim Third Party Claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claimThird Party Claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim Third Party Claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objects.

Notice of Claims. Within thirty (30) days after a Person Each party shall promptly notify the other party in writing of all third party claims which may give rise to the right of indemnification for breaches of representations and warranties, it being understood that if, through the fault of the party seeking indemnification, the indemnifying party does not receive notice of any such matter in time to contest the determination of any liability which is susceptible to being contested, the indemnifying party shall not be obligated to indemnify the other party with respect thereto. Each such notice shall specifically describe the matter which may give rise to indemnification hereunder (hereinafter and shall indicate the “particular representation or warranty which is alleged to have been breached. The Indemnifying Party shall be entitled to participate in and, to the extent that it wishes, to assume, the defense of any such matter with counsel reasonably acceptable to the Indemnified Party”) has received notice of or has acquired knowledge of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) ; provided, that the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto may participate with counsel of its choice (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice shall not excuse at the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent expense) if the Indemnifying Party has suffered damage or prejudice by reason of does not pursue such defense with reasonable diligence, the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by claim involves potential criminal liability upon the Indemnified Party pursuant to this Section 12.3or a potential or actual conflict of interest exists among the parties. Except as set forth in the immediately preceding sentence, after notice of the election of the Indemnifying Party that it will assume the defense thereof, the Indemnifying Party shall notify not be liable to the Indemnified Party whether for its legal or other expenses incurred thereafter in connection with the defense thereof. The Indemnifying Party acknowledges its shall have the authority to settle any third party claim to which indemnification obligation andunder this Agreement relates, without the consent of the Indemnified Party only if: (1) the settlement does not exceed the limitation set forth in Article 5, (2) the case settlement provides only for a monetary payment, and (3) the settlement includes as an unconditional term thereof the giving of a release from all liability with respect to such claim by each claimant to each Indemnified Party that is or may be subject to such third party claim, its defense obligation . Except with respect to the claim which was the subject prior consent of the Indemnified Indemnifying Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have not pay or voluntarily permit the right to defend such claim, with counsel determination of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any liability under any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsindemnification under this Agreement relates.

Notice of Claims. Within thirty (30a) days after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”) has received notice of or has acquired knowledge of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the If an Indemnified Party shallshall assert a claim for indemnification pursuant to Section 6.1, if such claim is indemnifiable by the other Indemnified Party pursuant hereto (hereinafter the “Indemnifying Party”), give shall submit to the Indemnifying Party a written notice claim stating: (i) that an Indemnified Party incurred or reasonably believes it may incur Damages and the amount or reasonable estimate thereof of any such Damages; and (ii) in reasonable detail, the facts alleged as the basis for such claim and the commencement section or threatened commencement sections of such action this Agreement alleged as the basis or proceedingbases for the claim. (b) In the event that any action, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure of the suit or proceeding is brought against any Indemnified Party with respect to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of which a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to may have liability under this Section 12.36, the Indemnifying Party shall notify have the Indemnified Party whether the Indemnifying Party acknowledges right, at its indemnification obligation andcost and expense, to defend such action, suit or proceeding in the case of a third party claim, its defense obligation with respect to the claim which was the subject name and on behalf of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim; provided however, that the Indemnified Party shall have the right to defend such claimretain its own counsel, with fees and expenses paid by Indemnifying Party, if representation of the Indemnified Party by counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event retained by the Indemnifying Party timely acknowledges its obligations hereunder would be inappropriate because of actual or potential differing interests between Indemnifying Party and the Indemnified Party. In connection with respect any action, suit or proceeding subject to any third party claimthis Section 6, the parties agree to render to each other such assistance as may reasonably be required in order to ensure proper and adequate defense of such action, suit or proceeding. An Indemnifying Party shall defend not, without the same with counsel in accordance with this Sectionprior written consent of the applicable Indemnified Parties, which consent shall not be unreasonably withheld or delayed, settle or compromise any claim or demand if such settlement or compromise does not include an irrevocable and unconditional release of such Indemnified Parties for any liability arising out of such claim or demand. Where the An Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to no liability under this Section 6 for any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled settlement entered into by the an Indemnified Party without the prior written consent of the Indemnifying Party Party, which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objects.

Notice of Claims. Within thirty (30) days after a Person seeking indemnification hereunder (hereinafter An Indemnified Party shall give prompt written notice to the “Indemnified Party”) has received notice of or has acquired knowledge Indemnifying Party of any claim which might give rise to a claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give against the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if anyunder Article 11. Such notice shall state contain the nature and basis of the claim and the actual or estimated amount thereof; provided, however, that failure to give such claimnotice will not affect the obligation of the Indemnifying Party under Article 11 unless, and, if ascertainableand only to the extent that, the amount thereofIndemnifying Party is actually prejudiced thereby. Notwithstanding In the foregoingevent that any action, suit or proceeding is brought against any Indemnified Party with respect to which the Indemnifying Party may have Liability under Article 11, the failure Indemnifying Party shall, upon written acknowledgment by the Indemnifying Party that such action, suit or proceeding is an indemnifiable Loss for which it is responsible under Article 11 (the “Indemnification Acknowledgment”), have the right, at the cost and expense of the Indemnifying Party, to defend such action, suit or proceeding in the name and on behalf of the Indemnified Party (using counsel reasonably satisfactory to give such notice the Indemnified Party); provided, however, that an Indemnified Party shall not excuse have the right to retain its own counsel, with fees and expenses paid by the Indemnifying Party’s obligation to indemnify and, in the case if representation of a third party claim, defend the Indemnified Party, except to the extent Party by counsel retained by the Indemnifying Party has suffered damage would be inappropriate because of actual or prejudice by reason of potential differing interests between the Indemnified Party and the Indemnifying Party’s failure . The Indemnification Acknowledgment shall be delivered by the Indemnifying Party to give or delay in giving such notice. Within the Indemnified Party within ten (10) business days Business Days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject delivery of the Indemnified Party’s notice or whether it disclaims such obligationsof claim described above. In the event If the Indemnifying Party disclaims shall fail to defend any action, suit or fails proceeding, including as a result of its failure to timely acknowledge its obligations with respect to any claim by provide the Indemnified Party relating to any third party claimIndemnification Acknowledgment in accordance herewith, then the Indemnified Party shall have the right to defend such claimaction, with counsel of its own selection, and compromise such claim suit or proceeding without prejudice to its right rights to indemnification hereunderunder Article 11. In connection with any action, suit or proceeding subject to Article 11, Seller and Parent, on the event one hand, and Buyer, on the Indemnifying Party timely acknowledges its obligations hereunder with respect other hand, agree to any third party claim, render to the Indemnifying Party shall defend the same with counsel other such assistance as may reasonably be required in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect order to any third party claim, the Indemnified Party may, at its expense, participate in the ensure proper and adequate defense of such third party claim action, suit or proceeding (including, without limitation, reasonable access to their respective employees (if required) and no such third party claim shall be settled by relevant books and records). Neither Seller or Parent, on the Indemnified Party one hand, nor Buyer, on the other hand, shall, without the prior written consent of the Indemnifying Party other, which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment settle or compromise any claim or demand (x) on a basis which would result in the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the other or any Affiliate thereof or (y) if such settlement or compromise does not include an irrevocable and unconditional release of the other for any Liability arising out of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsdemand.

Notice of Claims. Within A Person entitled to indemnification under this Article X (an “Indemnified Party”) shall notify the Persons obligated to provide such indemnification under this Article X (the “Indemnifying Party”) in writing promptly after becoming aware following the Closing of any Damages which an Indemnified Party shall have determined has given rise to a claim for indemnification under Article X. Such written notice (a “Claim Notice”) shall include an estimate of the Damages, if known, the method of computation thereof and a reference to the specific provisions of this Agreement in respect of which it seeks indemnification. It is agreed that no delay on the part of any Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from its obligations hereunder, except to the extent said Indemnifying Party is prejudiced by such failure to give notice. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim or the estimated amount of Damages described in such Claim Notice, or fails to notify the Indemnified Party within thirty (30) days after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”) has received notice delivery of or has acquired knowledge of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give Claim Notice whether the Indemnifying Party written notice disputes the claim or the estimated amount of Damages described in such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainableClaim Notice, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, estimated Damages in the case of a third party claim, defend amount specified in the Indemnified Party, except ’s Claim Notice (an “Undisputed Indemnity Amount”) will be conclusively deemed a Liability of the Indemnifying Party and the Indemnifying Party shall pay the amount of such Damages to the extent Indemnified Party. If the Indemnifying Party has suffered damage timely disputed its liability with respect to such claim or prejudice the estimated amount of Damages, the dispute shall be resolved, and the amount, if any, of Damages payable by reason of the Indemnified Party’s failure Indemnifying Party to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3(a “Resolved Indemnity Amount”) shall be determined, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with Section 11.6. The provisions of this Section. Where the Indemnifying Section 10.3 do not apply to Third Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsActions.

Notice of Claims. Within thirty (30) days after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”) has received notice of or has acquired knowledge of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.310.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objects.

Notice of Claims. Within thirty All claims for indemnification hereunder shall be resolved in accordance with the following procedures: (30i) days after a Person If the party seeking indemnification hereunder (hereinafter the “"Indemnified Party”") has received incurred or reasonably believes that it may incur any Losses, it shall deliver promptly written notice to the indemnifying party (the "Indemnifying Party"), setting forth the nature and amount of the Losses or potential Losses, if possible, and further referencing the sections of this Agreement or in any other document delivered pursuant hereto upon which the claim for indemnification for such Losses is based (a "Claim Notice"). If an Indemnified Party receives notice of or has acquired knowledge of any a third-party claim by any Person not a Party for which it intends to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shallseek indemnification hereunder, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), it shall give the Indemnifying Party written notice of such claim and claim, so that the commencement or threatened commencement Indemnifying Party's defense of such action claim under this Agreement may be timely instituted. The failure by an Indemnified Party to provide such written notice shall not constitute a waiver of the Indemnified Party's right to indemnity unless such failure has prejudiced the Indemnifying Party's ability to defend such claim, and then only to the extent of such prejudice. (ii) If, after receiving a Claim Notice, the Indemnifying Party desires to dispute such claim or proceedingthe amount claimed in the Claim Notice, if anyit shall deliver to the Indemnified Party a written objection to such claim or payment setting forth the basis for disputing such claim or payment. Such notice shall state be delivered within thirty (30) days after the nature and basis date the Claim Notice to which it relates is received by the Indemnifying Party. If no such notice is received within the aforementioned 30-day period, the Indemnified Party shall be entitled to payment for such Losses from the Indemnifying Party within ten (10) days of the end of such 30-day objection period. (iii) If the Indemnifying Party shall agree that it is responsible for all amounts that may be recovered in connection with a third-party claim, andaction or suit (including waiving any deductible or limit that might otherwise apply under this Section 10.11) the Indemnifying Party shall have the right to conduct and control through counsel of its own choosing, which counsel shall be reasonably acceptable to the Indemnified Party, any third-party claim, action or suit; provided, that the Indemnifying Party (x) demonstrates to the Indemnified Party's reasonable satisfaction that it has the financial ability to mount an appropriate defense of such claim and (y) diligently contests and defends such claim. The Indemnified Party shall be entitled at any time, at its own cost and expense (except that such cost and expense shall be paid by the Indemnifying Party if ascertainablethe Indemnified Party reasonably determines that the Indemnifying Party is not adequately representing or, because of a conflict of interest, may not adequately represent the amount thereofinterests of the Indemnified Party) to participate in such defense and to be represented by attorneys of its choosing. Notwithstanding Except with the foregoing, the failure prior written consent of the Indemnified Party to give such notice shall not excuse the no Indemnifying Party’s obligation to indemnify and, in the case defense of such claim or litigation, shall consent to entry of any judgment or order, interim or otherwise, or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of a third party claim, defend release from all liability with respect to such claim or litigation. (iv) In the Indemnified Party, except to the extent event that the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure does not elect to give or delay in giving such notice. Within ten (10) business days of receipt of defend against any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third third-party claim, the Indemnified Party shall have the right to may defend such claim, with counsel of its own selection, and compromise against such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, in such manner as it may deem appropriate and the Indemnifying Party shall defend the same be liable for any legal expenses reasonably incurred in connection with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claimsuch defense; provided, however, that the Indemnified Party mayshall not, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party Party, which consent shall not be unreasonably withheld withheld, settle or delayed. At any time after consent to the Indemnifying Party acknowledges its obligations hereunder entry of judgment with respect to any third such third-party claim. (v) In the event of any claim by a third party, the Indemnifying Party may request parties hereto agree that they will cooperate fully with each other in connection with the Indemnified Party to agree in writing to the payment defense or compromise settlement of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsmatter.

Notice of Claims. Within thirty (30a) days after a Person Any Acquisition Sub Indemnified Party or Shareholder Indemnified Party (the "Indemnified Party") seeking indemnification hereunder shall, within the relevant limitation period provided for in Section 9.1 above, give to the party obligated to provide indemnification (hereinafter the “"Indemnitor") to such Indemnified Party”Party a notice (a "Claim Notice") has received notice describing in reasonable detail the facts giving rise to any claims for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of or has acquired knowledge of any claim by any Person not a Party to this Agreement computation of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis amount of such claim, andand a reference to the provision of this Agreement or any agreement, if ascertainablecertificate or instrument executed pursuant hereto or in connection herewith upon which such claim is based; provided, that a Claim Notice in respect of any action at law or suit in equity by or against a third Person as to which indemnification will be sought shall be given promptly after the amount thereof. Notwithstanding the foregoingaction or suit is commenced; and provided further, the that failure of the Indemnified Party to give such notice shall not excuse relieve the Indemnifying Party’s obligation to indemnify and, in the case Indemnitor of a third party claim, defend the Indemnified Party, its obligations hereunder except to the extent it shall have been prejudiced by such failure. (b) Indemnitor shall have thirty days after the Indemnifying giving of any Claim Notice pursuant hereto to (i) agree to the amount or method of determination set forth in the Claim Notice and to pay such amount to such Indemnified Party has suffered damage in immediately available funds or prejudice by reason (ii) to provide such Indemnified Party with notice that it disagrees with the amount or method of determination set forth in the Claim Notice (the "Dispute Notice"). Within fifteen days after the giving of the Indemnified Party’s failure to give or delay in giving Dispute Notice, a representative of Indemnitor and such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant shall negotiate in a bona fide attempt to this Section 12.3, resolve the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligationsmatter. In the event that the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by controversy is not resolved within thirty days of the Indemnified Party relating to any third party claimgiving of the Dispute Notice, the Indemnified Party parties shall have the right proceed to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing binding arbitration pursuant to the payment or compromise following procedures: (1) Any party may send another party written notice identifying the matter in dispute and invoking the procedures of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsthis Section 9.

Notice of Claims. Within thirty (30) days after a Person seeking indemnification hereunder (hereinafter An Indemnitee shall notify the “Indemnified Party”) has received notice of or has acquired knowledge Indemnitor in writing, and in reasonable detail, of any claim by any Person not a Party to for indemnification under this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shallas promptly as practicable; provided, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”)however, give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the that failure of the Indemnified Party to give such notice notification shall not excuse affect the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, indemnification provided hereunder except to the extent the Indemnifying Party has suffered damage or prejudice by reason Indemnitor shall have been actually and materially prejudiced as result of such failure. The Indemnitor shall have 20 days from the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days date of receipt of any notice issued by the Indemnified Party pursuant such notification to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party Indemnitee (a) whether or not the Indemnifying Party acknowledges its Indemnitor disputes the liability of the Indemnitor to the Indemnitee hereunder with respect to such claim or demand and (b) whether or not it desires to defend the Indemnitee against such claim or demand. If the claim for indemnification obligation and, in the case arises out of a claim or demand by a third party claimagainst an Indemnitee, its the Indemnitor shall be entitled to participate in the defense obligation thereof and, if it so chooses, to assume the defense thereof with respect counsel selected by the Indemnitor; provided, however, that if the Indemnitee reasonably determines that there may be a conflict between the positions of the Indemnitor and of the Indemnitee in conducting the defense of such claim or that there may be legal defenses available to such Indemnitee different from or in addition to those available to the claim which was Indemnitor, then counsel for the subject Indemnitee shall be entitled to conduct the defense at the expense of the Indemnified Party’s notice or whether it disclaims Indemnitor to the extent reasonably determined by such obligationscounsel to be necessary to protect the interests of the Indemnitee. In If the event Indemnitor assumes such defense, the Indemnifying Party disclaims or fails Indemnitee shall have the right to timely acknowledge its obligations with respect participate in the defense thereof and to any claim employ counsel (not reasonably objected to by the Indemnified Party relating Indemnitor), at its own expense, separate from the counsel employed by the Indemnitor, it being understood that the Indemnitor shall control such defense. If the Indemnitor so elects to assume the defense of any third party claim, the Indemnified Party Indemnitee shall have the right to defend cooperate in good faith in such claim, with counsel of its own selection, and compromise defense. The Indemnitee shall not settle any such claim or demand without prejudice to its right to indemnification hereunderthe consent of the Indemnitor. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claimThe Indemnitor shall not, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld Indemnitee, settle, compromise or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect offer to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment settle or compromise any such claim or demand on a basis which would result in the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the Indemnitee or if such settlement or compromise does not include an unconditional release of the Indemnitee for any liability arising out of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsdemand.

Notice of Claims. Within (a) If Purchaser or Seller believes that any of the persons indemnified under this Article 6 has suffered or incurred any Loss or incurred any Expense, Purchaser or Seller shall so notify the other promptly in writing describing such Loss or Expense, the amount thereof, if known, and the method of computation of such Loss or Expense, all with reasonable particularity and containing a reference to the provisions of this Agreement or other agreement, instrument or certificate delivered pursuant hereto in respect of which such Loss or Expense shall have occurred, except that the failure to so notify shall not relieve a party of its obligations to indemnify, except to the extent its rights hereunder are materially prejudiced. If any action at Law or suit in equity is instituted by or against a third party with respect to which any of the indemnified persons intends to claim any liability or expense as Loss or Expense under this Article 6, any such indemnified person shall promptly notify the indemnifying party of such action or suit. (b) The indemnifying party shall have thirty (30) days after a Person seeking indemnification hereunder (hereinafter receipt of the “Indemnified Party”) has received notice of or has acquired knowledge of any a claim by any Person not a Party to this Agreement of notify the commencement or threatened commencement of any action or proceeding by any Person not a Party indemnified persons that it elects to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim conduct and the commencement or threatened commencement of control such action or proceeding, if anysuit. Such notice shall state If the nature and basis of such claim, and, if ascertainableindemnifying party does not give the foregoing notice, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party indemnified persons shall have the right to defend and contest such claimaction or suit in any manner the indemnified person reasonably deems appropriate; provided, with counsel however, that the indemnified persons shall not consent to the entry of its own selectionany judgment, and compromise or into any settlement of such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall indemnifying party, not to be unreasonably withheld or delayed. At If the indemnifying party gives the foregoing notice, the indemnifying party shall have the right to undertake, conduct and control, through counsel of its own choosing and at the sole expense of the indemnifying party, the conduct and settlement of such action or suit, and the indemnified persons shall cooperate with the indemnifying party in connection therewith; provided that (w) the indemnifying party shall not settle or compromise any time after such action or suit without the Indemnifying Party acknowledges its obligations hereunder indemnified party's prior written consent (not to be unreasonably withheld or delayed), unless the terms of such settlement or compromise release the indemnified party from any and all liability with respect to such action or suit, (x) the indemnifying party shall not thereby permit to exist any third lien, encumbrance or other adverse charge upon any asset of any indemnified person, or permit the issuance of an injunction or other equitable relief against the indemnified persons, (y) the indemnifying party claimshall permit the indemnified persons to participate in such conduct or settlement through one counsel chosen by the indemnified persons, and the fees and expenses of such counsel shall be borne by the indemnified persons except as provided in clause (z) below; and (z) the indemnifying party shall agree promptly to reimburse to the extent required under this Article 6 the indemnified persons for the full amount of any Loss resulting from such action or suit and all related Expense incurred by the indemnified persons, except fees and expenses of counsel for the indemnified persons incurred after the assumption of the conduct and control of such action or suit by the indemnifying party. So long as the indemnifying party is contesting any such action or suit in good faith, the Indemnifying Party may request indemnified persons shall not pay or settle any such action or suit. Notwithstanding the Indemnified Party foregoing, the indemnified persons shall have the right to agree pay or settle any such action or suit, provided that in writing such event the indemnified persons shall waive the right to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing indemnity therefore by the third party claimant)indemnifying party, and, and no amount in the event the Indemnifying Party does so, the Indemnified Party respect thereof shall promptly agree in writing to such settlement, be claimed as Loss or Expense under this Article 6 unless such settlement would involve a remedy or remedies, other than the payment of money damages otherwise agreed by the Indemnifying Party, to which the Indemnified Party reasonably objectsparties.

Notice of Claims. Within All claims for indemnification hereunder ---------------- shall be resolved in accordance with the following procedures: (a) If Seller has incurred or reasonably believes that it may incur any Indemnified Loss (the "Indemnified Party"), it shall deliver promptly written ----------------- notice to each of Xxx Xxxxxx and Xxxxx Xxxxxxxxx (each, an "Indemnifying Party" ------------------ and together, the "Indemnifying Parties") pursuant to the notice provision -------------------- contained herein with respect to the Company, setting forth in reasonable detail the nature and amount of the Indemnified Loss or potential Indemnified Loss, if possible, and further referencing the sections of this Agreement upon which the claim for indemnification for such Indemnified Loss is based (a "Claim Notice"). ------------ If an Indemnified Party receives notice of a third-party claim for which it intends to seek indemnification hereunder, it shall give the Indemnifying Party prompt written notice of such claim, so that the Indemnifying Parties' defense of such claim under Section 9.03 hereof may be timely instituted. The failure by an Indemnified Party to provide such written notice shall not constitute a waiver of the Indemnified Party's right to indemnity unless such failure has resulted in the loss of substantive rights with respect to the Indemnifying Parties' ability to defend such claim, and then only to the extent of such loss. (b) If, after receiving a Claim Notice for an Indemnified Loss, the Indemnifying Parties desire to dispute such claim or the amount claimed in the Claim Notice, it shall deliver to the Indemnified Party a written objection to such claim or payment setting forth the basis for disputing such claim or payment. Such notice shall be delivered within thirty (30) days after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”) has date the Claim Notice to which it relates is received notice of or has acquired knowledge of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if anyParties. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give If no such notice shall not excuse is received within the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claimaforementioned 30-day period, the Indemnified Party shall have the right be entitled to defend payment for such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event Indemnified Loss from the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, Parties within ten (10) days of the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense end of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objects30-day objection period.

Notice of Claims. Within thirty (30a) days after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”) has received notice of or has acquired knowledge of If any claim is made by any Person not or against a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shallwhich, if such claim is indemnifiable by sustained, would give rise to a liability of the other Party pursuant hereto to this Article VIII, that Party (hereinafter the “Claiming Party”) will promptly cause notice of the claim to be delivered to the other Party (the “Indemnifying Party”), give ) and will afford the Indemnifying Party written and its counsel, at the Indemnifying Party’s sole expense, the opportunity to defend or settle the claim (and, with respect to claims made by third parties, the Claiming Party will have the right to participate at its sole expense; provided, however, that the Indemnifying Party shall retain the right to control the defense of and settle any such claim). Any notice of such a claim will state, with reasonable specification, the alleged basis for the claim and the commencement amount of liability asserted by or threatened commencement against the other Party by reason of the claim. If such notice is not given, it will not release the Indemnifying Party, in whole or in part, from its obligations under this Article VIII, except to the extent that the Indemnifying Party’s ability to defend against or settle such claim is prejudiced thereby. (b) If the Indemnifying Party notifies the Claiming Party within ten (10) days from its receipt of notice of the claim (the “Dispute Period”) that the Indemnifying Party desires to defend the Claiming Party with respect to the claim pursuant to this Section 8.05, the Indemnifying Party will have the right to defend, at the sole cost and expense of the Indemnifying Party, such claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnifying Party to a final conclusion or will be settled at the discretion of the Indemnifying Party (but only with the consent of the Claiming Party (which consent will not be unreasonably withheld, conditioned or delayed) in the case of any settlement that provides for any relief other than the payment of monetary damages as to which the Indemnified Party will be indemnified in full). The Indemnifying Party will have full control of such defense and proceedings, including (except as provided in the immediately preceding sentence) any settlement thereof; provided, however, that the Claiming Party may, at the sole cost and expense of the Claiming Party, at any time prior to the Indemnifying Party’s delivery of the notice referred to in the first sentence of this clause (b), file any motion, answer or other pleadings or take any other action that the Claiming Party reasonably believes necessary or proceedingappropriate to protect its interests, if any. Such notice shall state it being acknowledged and agreed that the nature and basis Claiming Party will be solely liable for any Losses arising out of the filing of such claimmotion, andanswer or other pleadings or the taking of such other action; and provided further, that if ascertainablerequested by the Indemnifying Party, the amount thereofClaiming Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in contesting any clam that the Indemnifying Party elects to contest. The Claiming Party may retain separate counsel to represent it in, but not control, any defense or settlement of any claim controlled by the Indemnifying Party pursuant to this clause (b), and the Claiming Party will bear its own costs and expenses with respect to such separate counsel. Notwithstanding the foregoing, the failure Claiming Party may, at its sole cost and expense, retain or take over the control of the Indemnified Party to give defense or settlement of any such notice shall not excuse claim the Indemnifying Party’s obligation to indemnify and, in the case defense of a third party claim, defend the Indemnified Party, except to the extent which the Indemnifying Party has suffered damage or prejudice by reason elected to control if the Claiming Party irrevocably waives its right to indemnity under this Agreement with respect to such claim. (c) If the Indemnifying Party fails to notify the Claiming Party within the Dispute Period that the Indemnifying Party desires to defend the claim pursuant to this Section 8.05, then the Claiming Party will have the right to defend, at the sole cost and expense of the Indemnified Indemnifying Party’s failure to give or delay in giving , such notice. Within ten (10) business days of receipt of any notice issued claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Claiming Party in good faith or will be settled at the discretion of the Claiming Party (with the consent of the Indemnifying Party, which consent will not be unreasonably withheld, conditioned or delayed). The Claiming Party will have full control of such defense and proceedings, including (except as provided in the immediately preceding sentence) any settlement thereof; provided, however, that if requested by the Claiming Party, the Indemnifying Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Claiming Party and its counsel in contesting any such claim which the Claiming Party is contesting. The Indemnifying Party may retain separate counsel to represent it in, but not control, any defense or settlement controlled by the Claiming Party pursuant to this Section 12.38.05(c), and the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges will bear its indemnification obligation and, in the case of a third party claim, its defense obligation own costs and expenses with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsparticipation.

Notice of Claims. Within Each Party against whom a claim for indemnity pursuant to this Section 5.3(c) shall have been made (each, an “Indemnifying Party”) shall have the right to defend the Person seeking such indemnity (each, an “Indemnified Party”) with counsel of such Indemnifying Party’s choice in respect of any third party claim, so long as (i) such counsel is reasonably satisfactory to the Indemnified Party, (ii) the Indemnifying Party shall have provided written notice to the Indemnified Party, within thirty (30) days after a Person seeking indemnification hereunder (hereinafter receipt by the “Indemnified Party”) has received notice of or has acquired knowledge of any claim by any Person not a Indemnifying Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a related Claims Notice, indicating that the Indemnifying Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) will indemnify the Indemnified Party shall, if such claim is indemnifiable by in accordance with the other Party pursuant hereto terms of this Section 5.3 and (hereinafter the “Indemnifying Party”), give iii) the Indemnifying Party written notice of such claim and conducts the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainable, the amount thereof. Notwithstanding the foregoing, the failure defense of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage claim or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such noticematter actively and diligently. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the The Indemnified Party shall have the right to defend such claim, with retain separate co-counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of any such third party claim or matter; provided that any related attorneys’ fees shall not be indemnifiable Losses unless the Indemnifying Party and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, are both defendants in the event matter for which the Indemnifying Party does so, indemnity is sought and the Indemnified Party shall promptly agree have been advised by counsel representing the Parties that an actual conflict of interest would arise in writing to such settlement, counsel’s continued representation of both Parties. Knowledge by an Indemnified Party of any breach or non-compliance hereunder shall not constitute a waiver of such Indemnified Party’s rights and remedies under this Agreement unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsshall have failed to notify the applicable Indemnifying Party of such breach or non-compliance in a timely manner in accordance with the terms of this Article V. No express or implied waiver by an Indemnified Party of any default hereunder shall in any way be, or be construed to be, a waiver of any other default. The failure or delay of an Indemnified Party to exercise any of its rights granted hereunder regarding any default shall not constitute a waiver of any such right as to any other default, and any single or partial exercise of any particular right granted to an Indemnified Party hereunder shall not exhaust the same or constitute a waiver of any other right provided herein.

Notice of Claims. Within thirty (30a) days after If a Person Covered Party seeking indemnification hereunder receives notice of the assertion of any Claim (hereinafter the a “Indemnified PartyClaim Notice”) has received notice of or has acquired knowledge of any claim by any Person not with respect to which a Party party required to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement provide indemnification hereunder (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the an “Indemnifying Party”)) may be obligated under this Agreement to provide indemnification, such Covered Party will give such Indemnifying Party prompt written notice thereof; provided, however, that the failure of any Covered Party to give such Claim Notice will not relieve any Indemnifying Party of its obligations under this Article IX, except and only to the extent that the Indemnifying Party written notice forfeits rights or defenses by reason of such claim and the commencement failure or threatened commencement of such action or proceeding, if anyis otherwise actually prejudiced thereby. Such notice shall state Claim Notice will describe the nature and basis of such claimClaim in reasonable detail, and, if ascertainablepracticable, will indicate the estimated amount of Damages that have been or may be sustained by such Covered Party. (b) An Indemnifying Party, at such Indemnifying Party’s own expense (including all legal and other expenses) and through counsel reasonably acceptable to the Covered Party, may elect to defend any Third Party Claim; and if it so elects, it will, within 20 calendar days after receiving notice of such Third Party Claim (or sooner, if the nature of such Third Party Claim so requires), notify the Covered Party of its intent to do so, and such Covered Party will cooperate in the defense of such Third Party Claim; provided, that such notice will include an acknowledgment from the Indemnifying Party that such Indemnifying Party is undertaking and will prosecute the defense of the Claim and confirming that based on the information available as between the Covered Party and such Indemnifying Party, such Indemnifying Party will, subject to the provisions of Section 9.4, be able to pay the full amount of potential Liability in connection with any such Claim (including for the Legal Proceeding and all Legal Proceedings on appeal or other review which counsel for the Covered Party may reasonably consider appropriate); provided, further, such Indemnifying Party will not have the right to defend or direct the defense of such Claim that (i) is asserted directly by or on behalf of a Person that is a supplier or customer of Seller, Buyer or their Affiliates or (ii) seeks an injunction or other equitable relief against the Covered Party. After notice from an Indemnifying Party to a Covered Party of its election to assume the defense of a Third Party Claim, such Indemnifying Party will not be liable to such Covered Party for any legal or other expenses subsequently incurred by such Covered Party in connection with the defense thereof; provided, however, that such Covered Party will have the right to employ one counsel to represent such Covered Party and all other Persons entitled to indemnification in respect of such Claim hereunder if, in the reasonable opinion of counsel to the Covered Party, (y) there are legal defenses available to a Covered Party that are different from or additional to those available to the Indemnifying Party and Indemnifying Party, upon timely receipt of written notice of the same, fail to apply such defenses without reasonable justification, or (z) a conflict of interest between such Covered Party and such Indemnifying Party exists in respect of such Claim which would make representation of the Indemnifying Party and the Covered Party impermissible under applicable standards of professional conduct, and in either of those events the reasonable fees and expenses of one such separate counsel for all Covered Parties will be paid by such Indemnifying Party. If the Indemnifying Party does not notify the Covered Party within such 20 calendar days (or sooner, if the nature of such Third Party Claim so requires), the amount thereofCovered Party will have the right to undertake, at the Indemnifying Party’s cost, risk and expense, the defense, compromise or settlement of the Claim but will not thereby waive any right to indemnity therefor pursuant to this Agreement. The Indemnifying Party will not, except with the consent of the Covered Party, enter into any settlement that is not exclusively monetary and will be paid entirely by the Indemnifying Party and does not include as an unconditional term thereof the giving by the Person or Persons asserting such Claim to all Covered Parties of an unconditional release from all Liability with respect to such Claim or consent to entry of any judgment. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, in the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure will not be entitled to give or delay in giving such notice. Within ten (10) business days of receipt of control any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party Claim relating to Taxes of Buyer or Seller for any third party claimTax or accounting period ending on or after the Closing Date and will not be entitled to settle, either administratively or after the Indemnified Party shall have commencement of litigation, any Claim for Taxes which could adversely affect the right to defend such claimLiability of Buyer or Seller for Taxes for any Tax or accounting period (or portion thereof) ending on or after the Closing Date, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, Buyer; in the event the Indemnifying Party does soof a conflict between this Section 9.3(b) and Section 8.2(e), the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsSection 8.2(e) will govern.

Notice of Claims. Within thirty (30) days Promptly after receipt by a Person seeking indemnification hereunder Serologicals Indemnified Party or a Shareholder Indemnified Party (hereinafter the “collectively referred to as an "Indemnified Party”") has received of notice of or has acquired knowledge by a third party (including any Governmental Entity) of any claim by complaint or the commencement of any Person not a audit, investigation, action or proceeding with respect to which such Indemnified Party may be entitled to this Agreement receive payment from the other Party for any Serologicals Losses or any Shareholder Losses (as the case may be), such Indemnified Party will notify Serologicals or the Shareholder Representative, as the case may be (the "Indemnifying Party"), promptly following the Indemnified Party's receipt of such complaint or of notice of the commencement or threatened commencement of any such audit, investigation, action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”)for indemnification does not arise from a complaint, give the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such audit, investigation, action or proceeding, if any. Such notice shall state promptly following the nature and basis Indemnified Party's discovery of such event or occurrence giving rise to the indemnification claim; provided, andhowever, if ascertainable, the amount thereof. Notwithstanding the foregoing, that the failure to so notify the Indemnifying Party will relieve the Indemnifying Party from liability under this Agreement with respect to such claim only if, and only to the extent that, such failure to notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of rights and defenses otherwise available to the Indemnifying Party with respect to such claim. The Indemnifying Party will have the right, upon written notice delivered to the Indemnified Party within fifteen days thereafter, to give assume the defense of such notice shall audit, investigation, action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the fees and disbursements of such counsel. In the event, however, that the Indemnifying Party declines or fails to assume the defense of the audit, investigation, action or proceeding on the terms provided above within such fifteen day period, then such Indemnified Party may employ counsel to represent or defend it in any such audit, investigation, action or proceeding and the Indemnifying Party will pay the reasonable fees and disbursements of such counsel as incurred; provided, however, that the Indemnifying Party will not excuse be required to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any jurisdiction in any single audit, investigation, action or proceeding. In any audit, investigation, action or proceeding with respect to which indemnification is being sought hereunder, the Indemnified Party or the Indemnifying Party’s obligation , whichever is not assuming the defense of such action, will have the right to indemnify and, participate in the case of a third party claim, defend such matter and to retain its own counsel at such Party's own expense. The Indemnifying Party or the Indemnified Party, except as the case may be, will at all times use reasonable efforts to the extent keep the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days , as the case may be, reasonably apprised of receipt the status of the defense of any notice issued by matter the Indemnified Party pursuant defense of which they are maintaining and to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, cooperate in the case of a third party claim, its defense obligation good faith with each other with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of any such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsmatter.

Notice of Claims. Within thirty (30) days after The party hereto making a Person seeking indemnification hereunder (hereinafter claim under this Article VIII is referred to as the “Indemnified Party”) has received notice of or has acquired knowledge of any claim by any Person not a Party , and the party hereto against whom such claims are asserted under this Article VIII is referred to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter as the “Indemnifying Party”), give . The Indemnified Party shall provide the Indemnifying Party with written notice of any actual or potential Losses in respect of which indemnification may be sought under this Article VIII (a “Claim Notice”) promptly, and in any event within thirty (30) days, after the Indemnified Party becomes aware of such claim Losses. Such Claim Notice shall describe the actual or potential Losses, to the Indemnified Party’s knowledge, in reasonable detail based on the information then reasonably available, shall include copies of all material written evidence thereof and shall indicate the commencement estimated amount, if reasonably practicable, of the Losses that has been or threatened commencement may be sustained by the Indemnified Party. The Indemnifying Party acknowledges that the Indemnified Party may have incomplete knowledge of an action or the associated Losses, or of the facts and circumstances underlying such action or proceedingLosses, if anyat the time that a Claim Notice in connection therewith is delivered to the Indemnifying Party, and that any Claim Notice provided hereunder may reflect such incomplete knowledge. Such notice Any information provided to the Indemnifying Party in connection with a Claim Notice is disclosed solely for purposes of making a claim for indemnification under this Agreement, and no information so disclosed shall state be deemed to be an admission by any Indemnified Party to any third party of any manner whatsoever, including of any violation of law or breach of any agreement. With respect to any documents or information that are protected by the nature and basis of such claimattorney-client privilege, andwork product doctrine, if ascertainableor other privileges, the amount thereof. Notwithstanding the foregoing, the failure of Indemnifying Party shall cooperate in good faith with the Indemnified Party to give preserve the privileged status of any such notice document or information. Without limiting any of the foregoing cooperation obligations of the Indemnifying Party or Indemnified Party, nothing in this Agreement shall be construed to require the waiver of any Fifth Amendment or similar protection or require any action that could reasonably be expected to cause the loss of the attorney-client privilege, work-product doctrine, or other privileges as to any document, information, or communication. Any deficiency in the timeliness of the Claim Notice, or substance of the information or detail conveyed, shall not excuse relieve the Indemnifying Party’s obligation to indemnify and, in the case Party of a third party claim, defend the Indemnified Partyits obligations under this Agreement, except to the extent that the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued been actually prejudiced by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect deficiency and only to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense extent of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsprejudice.

Notice of Claims. Within thirty If any claim is made against a Party which, if sustained, would give rise to a liability of the other hereunder, that latter Party (30) days after a Person seeking indemnification hereunder (hereinafter the “Indemnified PartyIndemnitee”) has received will promptly cause notice of the claim to be delivered to the former Party (the “Indemnitor”) and will afford the Indemnitor and its counsel, at its sole expense, the opportunity to defend or has acquired knowledge settle the claim (and the Indemnitee will have the right to participate at its sole expense). Any notice of any a claim will state specifically the representation, warranty, covenant or agreement with the alleged basis for the claim, and the amount of liability asserted against the Indemnitor by any Person not a Party to this Agreement reason of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give the Indemnifying Party written notice of such claim and the commencement Indemnitor must promptly acknowledge its indemnification obligation. If such notice and opportunity are not given, or threatened commencement if any claim is compromised or settled without notice to and consent of such action or proceedingthe other, if any. Such notice shall state the nature and basis no liability will be imposed by reason of such claim, and, but if ascertainablenotice is given and the Indemnitor fails to assume the defense of the claim within fifteen (15) days of mailing thereof, the amount thereofclaim may be defended, compromised or settled (except for a claim which does not involve a third party which cannot be settled without the consent of the Indemnitor) by the Indemnitee without the consent of the Indemnitor and the Indemnitor will remain liable under this Article. During such fifteen (15) day period, the Indemnitee will take all steps necessary to protect the interests of itself and the Indemnitor, including the filing of necessary responsive pleadings, the seeking of emergency relief and other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. Notwithstanding the foregoing, the failure of the Indemnified Party Indemnitee may, upon notice to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify andIndemnitor, in the case of a third party claim, defend the Indemnified Party, except to the extent the Indemnifying Party has suffered damage or prejudice by reason of the Indemnified Party’s failure to give or delay in giving such notice. Within ten (10) business days of receipt take control of any notice issued by the Indemnified and all action necessary to (a) prevent its assets from being seized, attached or otherwise encumbered as a result of such third-Party pursuant action and (b) respond to this Section 12.3and control any action requiring immediate response, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation andsuch as prayers for injunctive and other emergency relief, provided that Indemnitee may participate in the case of a third party claim, its such defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its sole cost and expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objects.

Notice of Claims. Within A Person entitled to indemnification under this Article IX X (an “Indemnified Party”) shall notify the Persons obligated to provide such indemnification under this Article IXX (the “Indemnifying Party”) in writing promptly after becoming aware of any Damages which an Indemnified Party shall have determined has given rise to a claim for indemnification under Article IXX. Such written notice (a “Claim Notice”) shall include an estimate of the Damages, if known, the method of computation thereof and a reference to the specific provisions of this Agreement in respect of which it seeks indemnification. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim or the estimated amount of Damages described in such Claim Notice, or fails to notify the Indemnified Party within thirty (30) days after a Person seeking indemnification hereunder (hereinafter the “Indemnified Party”) has received notice delivery of or has acquired knowledge of any claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give Claim Notice whether the Indemnifying Party written notice disputes the claim or the estimated amount of Damages described in such claim and the commencement or threatened commencement of such action or proceeding, if any. Such notice shall state the nature and basis of such claim, and, if ascertainableClaim Notice, the amount thereof. Notwithstanding the foregoing, the failure of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify and, estimated Damages in the case of a third party claim, defend amount specified in the Indemnified Party, except ’s Claim Notice (an “Undisputed Indemnity Amount”) will be conclusively deemed a Liability of the Indemnifying Party and the Indemnifying Party shall pay the amount of such Damages to the extent Indemnified Party. If the Indemnifying Party has suffered damage timely disputed its liability with respect to such claim or prejudice the estimated amount of Damages, the dispute shall be resolved, and the amount, if any, of Damages payable by reason of the Indemnified Party’s failure Indemnifying Party to give or delay in giving such notice. Within ten (10) business days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3(a “Resolved Indemnity Amount”) shall be determined, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject of the Indemnified Party’s notice or whether it disclaims such obligations. In the event the Indemnifying Party disclaims or fails to timely acknowledge its obligations with respect to any claim by the Indemnified Party relating to any third party claim, the Indemnified Party shall have the right to defend such claim, with counsel of its own selection, and compromise such claim without prejudice to its right to indemnification hereunder. In the event the Indemnifying Party timely acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party shall defend the same with counsel in accordance with Section 11.6. The provisions of this Section. Where the Indemnifying Section 10.3 do not apply to Third Party shall have acknowledged in writing its obligations hereunder with respect to any third party claim, the Indemnified Party may, at its expense, participate in the defense of such third party claim and no such third party claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment or compromise of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimant), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objectsActions.

Notice of Claims. Within thirty (30) days after a Person seeking indemnification hereunder (hereinafter An Indemnified Party shall give prompt written notice to the “Indemnified Party”) has received notice of or has acquired knowledge Indemnifying Party of any claim which might give rise to a claim by any Person not a Party to this Agreement of the commencement or threatened commencement of any action or proceeding by any Person not a Party to this Agreement (“third party claim”) or has acquired knowledge of any other claim hereunder against another Party hereto (“first party claim”) the Indemnified Party shall, if such claim is indemnifiable by the other Party pursuant hereto (hereinafter the “Indemnifying Party”), give against the Indemnifying Party written notice of such claim and the commencement or threatened commencement of such action or proceeding, if anyunder Article 9. Such notice shall state contain the nature and basis of the claim and the actual or estimated amount thereof; provided, however, that failure to give such claimnotice will not affect the obligation of the Indemnifying Party under Article 9 unless, and, if ascertainableand only to the extent that, the amount thereofIndemnifying Party is actually prejudiced thereby. Notwithstanding In the foregoingevent that any action, suit or proceeding is brought against any Indemnified Party with respect to which the Indemnifying Party may have Liability under Article 9, the failure Indemnifying Party shall, upon written acknowledgment by the Indemnifying Party that such action, suit or proceeding is an indemnifiable Loss for which it is responsible under Article 9 (the “Indemnification Acknowledgment”), have the right, at the cost and expense of the Indemnifying Party, to defend such action, suit or proceeding in the name and on behalf of the Indemnified Party (using counsel satisfactory to give such notice the Indemnified Party); provided, however, that an Indemnified Party shall not excuse have the right to retain its own counsel, with fees and expenses paid by the Indemnifying Party’s obligation to indemnify and, in the case if representation of a third party claim, defend the Indemnified Party, except to the extent Party by counsel retained by the Indemnifying Party has suffered damage would be inappropriate because of actual or prejudice by reason of potential differing interests between the Indemnified Party and the Indemnifying Party’s failure . The Indemnification Acknowledgment shall be delivered by the Indemnifying Party to give or delay in giving such notice. Within the Indemnified Party within ten (10) business days Business Days of receipt of any notice issued by the Indemnified Party pursuant to this Section 12.3, the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party acknowledges its indemnification obligation and, in the case of a third party claim, its defense obligation with respect to the claim which was the subject delivery of the Indemnified Party’s notice or whether it disclaims such obligationsof claim described above. In the event If the Indemnifying Party disclaims shall fail to defend any action, suit or fails proceeding, including as a result of its failure to timely acknowledge its obligations with respect to any claim by provide the Indemnified Party relating to any third party claimIndemnification Acknowledgment in accordance herewith, then the Indemnified Party shall have the right to defend such claimaction, with counsel of its own selection, and compromise such claim suit or proceeding without prejudice to its right rights to indemnification hereunderunder Article 9. In the event the Indemnifying Party timely acknowledges its obligations hereunder connection with respect any action, suit or proceeding subject to any third party claimArticle 9, the Indemnifying Party shall defend Company Stockholders, on the same with counsel one hand, and Parent and the Surviving Corporation, on the other hand, agree to render to the other such assistance as may reasonably be required in accordance with this Section. Where the Indemnifying Party shall have acknowledged in writing its obligations hereunder with respect order to any third party claim, the Indemnified Party may, at its expense, participate in the ensure proper and adequate defense of such third party claim action, suit or proceeding (including, without limitation, reasonable access to their respective employees (if required) and no such third party claim shall be settled by relevant books and records). Neither the Indemnified Party Company Stockholders, on the one hand, nor Parent and the Surviving Corporation, on the other hand, shall, without the prior written consent of the Indemnifying Party other, which consent shall not be unreasonably withheld or delayed. At any time after the Indemnifying Party acknowledges its obligations hereunder with respect to any third party claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the payment settle or compromise any claim or demand (x) on a basis which would result in the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the other or any Affiliate thereof or (y) if such settlement or compromise does not include an irrevocable and unconditional release of the other for any Liability arising out of such third party claim (provided such payment or compromise has been previously approved in writing by the third party claimantdemand. This Section 9.4 shall not be applicable to claims under Section 9.2(b)(iii), and, in the event the Indemnifying Party does so, the Indemnified Party shall promptly agree in writing to such settlement, unless such settlement would involve a remedy or remedies, other than the payment of money damages by the Indemnifying Party, to which the Indemnified Party reasonably objects.