Common use of Notice of Claims Clause in Contracts

Notice of Claims. Promptly after receipt by an indemnified party of ---------------- notice of the commencement of any action or proceeding involving a Claim, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Agreement except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnifying party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of a Claim the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of a Claim.

Notice of Claims. Promptly after receipt by an indemnified party ------------------ of ---------------- notice of the commencement of any action or proceeding involving a Claim, such indemnified party will, if a claim Claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Agreement except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnifying party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of a Claim the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of a Claim.

Notice of Claims. Promptly after receipt by an indemnified party of ---------------- notice of the commencement of any action or proceeding involving a Claimclaim referred to in the preceding subdivisions of this Section 7, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, ; provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Agreement Section 7, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnifying indemnified party, unless in such indemnified party's reasonable judgment judgement a conflict of interest between such indemnified and indemnifying parties may exist in respect of a Claim such claim, the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, which consent shall not unreasonably be withheld, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall will not be liable to such indemnified party under this Section 5 for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof thereof, other than reasonable costs of investigation. No indemnifying party shall, without the prior written consent of the indemnified party, consent to entry effect any settlement of any judgment pending or enter into threatened action in respect of which any settlement that does not include as an unconditional term thereof the giving indemnified party is or could have been a party and indemnity could have been sought hereunder by the claimant or plaintiff to such indemnified party unless such settlement includes an unconditional release of a release such indemnified party from all liability in respect on any claims that are the subject matter of a Claimsuch action.

Notice of Claims. Promptly after receipt by an indemnified Each party of ---------------- notice of entitled to indemnification under this Section 6.3 (the commencement of any action or proceeding involving a Claim, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, “Indemnified Party”) shall give written notice to the latter party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the commencement Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such actionclaim or litigation, provided shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party’s expense, and provided, further, that the failure of any indemnified party Indemnified Party to give notice as provided herein herein, shall not relieve the indemnifying party Indemnifying Party of its obligations under this Agreement except hereunder, unless such failure resulted in actual material detriment to the extent that Indemnifying Party. No Indemnifying Party, in the indemnifying party is actually prejudiced by such failure to give notice. In case defense of any such action is brought against an indemnifying partyclaim or litigation, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of a Claim the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without except with the consent of the indemnified partyeach Indemnified Party, consent to entry of any judgment or enter into any settlement that which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party Indemnified Party of a release from all liability in respect to such claim or litigation or which contains any admission of a Claimwrongdoing by such Indemnified Party.

Notice of Claims. Promptly after receipt by an indemnified party of ---------------- notice of the commencement of any action or proceeding involving a Claim, such indemnified party will, if a claim in respect thereof is Any person entitled to be made against an indemnifying party, indemnification hereunder shall (i) give prompt written notice to the latter indemnifying party of the commencement of such action, any claim with respect to which it seeks indemnification (provided that the failure of any indemnified party to give prompt notice as provided herein shall not relieve the indemnifying party of its obligations under this Agreement except impair any person's right to indemnification hereunder to the extent that such failure has not prejudiced the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnifying party, ) and (ii) unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in with respect of a Claim the to such claim, permit such indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, of such claim with counsel reasonably satisfactory to such the indemnified party; provided, and after notice from the indemnifying party to such however, that any indemnified party of may, at its election so own expense, retain separate counsel to assume the participate in such defense. If such defense thereofis assumed, the indemnifying party shall not be liable subject to such any liability for any settlement made by the indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigationwithout its consent (but such consent shall not be unreasonably withheld). No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation or which requires action other than the payment of money by the indemnifying party. An indemnifying party who is not entitled to, or elects not to, assume the defense of a Claimclaim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.

Notice of Claims. Promptly after receipt by an indemnified party of ---------------- ------------------ notice of the commencement of any action or proceeding involving a Claim, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Agreement except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnifying party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of a Claim the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of a Claim.

Notice of Claims. Promptly after receipt by an indemnified Each party of ---------------- notice of entitled to indemnification under this Section 2.6.3 (the commencement of any action or proceeding involving a Claim, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, “Indemnified Party”) shall give written notice to the latter party required to provide indemnification (the “Indemnifying Party”) within a reasonable period of the commencement of time after such action, provided that the failure Indemnified Party has actual knowledge of any indemnified party claim as to give notice as provided herein which indemnity may be sought, and shall not relieve permit the indemnifying party of its obligations under this Agreement except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnifying party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of a Claim the indemnifying party shall be entitled to participate in and Indemnifying Party to assume the defense thereofof any such claim or any litigation resulting therefrom; provided, jointly with any other indemnifying party similarly notified to however, that counsel for the extent that it may wishIndemnifying Party, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume who shall conduct the defense thereofof such claim or litigation, shall be approved by the indemnifying party Indemnified Party (whose approval shall not be liable to withheld unreasonably). The Indemnified Party may participate in such indemnified party for any legal or other expenses subsequently incurred defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if representation of such Indemnified Party by the latter counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in connection such proceeding. No Indemnifying Party in the defense of any such claim or litigation shall, except with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the prior written consent of the indemnified partyeach Indemnified Party, consent to entry of any judgment or enter into any settlement that which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party Indemnified Party of a release from all liability in respect of a Claimsuch claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld).

Notice of Claims. Promptly after receipt by an indemnified party of ---------------- notice If any of the commencement Persons to be indemnified under this Article VIII (the “Indemnified Party”) has suffered or incurred any Loss, the Indemnified Party shall so notify the Party from whom indemnification is sought (the “Indemnifying Party”) promptly in 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, all with reasonable particularity and containing a reference to the provisions of this Agreement or any action other agreement, instrument or certificate delivered pursuant hereto in respect of which such Loss shall have occurred. If any claim, action, suit or proceeding involving (in equity or at law) is instituted by a 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 notify the Indemnifying Party of such indemnified party willclaim, if a claim in respect thereof is action, suit or proceeding and offer to be made against an indemnifying party, give written notice tender to the latter of Indemnifying Party the commencement defense of such claim, action, provided that suit or proceeding. A failure by the failure of any indemnified party Indemnified Party to give notice as provided herein and to offer to tender the defense of any claim, action, suit or proceeding in a timely manner pursuant to this Section 8.3 shall not relieve limit the indemnifying party obligation of its obligations the Indemnifying Party under this Agreement Article VIII, except to the extent that the indemnifying party such Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnifying party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of a Claim the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of a Claimthereby.

Notice of Claims. Promptly after receipt by an indemnified Each party of ---------------- notice of entitled to indemnification under this Section 13.8 (the commencement of any action or proceeding involving a Claim, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, “Indemnified Party”) shall give written notice to the latter party required to provide indemnification (the “Indemnifying Party”) within a reasonable period of the commencement of time after such action, provided that the failure Indemnified Party has actual knowledge of any indemnified party claim as to give notice as provided herein which indemnity may be sought, and shall not relieve permit the indemnifying party of its obligations under this Agreement except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnifying party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of a Claim the indemnifying party shall be entitled to participate in and Indemnifying Party to assume the defense thereofof any such claim or any litigation resulting therefrom; provided, jointly with any other indemnifying party similarly notified to however, that counsel for the extent that it may wishIndemnifying Party, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume who shall conduct the defense thereofof such claim or litigation, shall be approved by the indemnifying party Indemnified Party (whose approval shall not be liable to withheld unreasonably). The Indemnified Party may participate in such indemnified party for any legal or other expenses subsequently incurred defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if representation of such Indemnified Party by the latter counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in connection such proceeding. No Indemnifying Party in the defense of any such claim or litigation shall, except with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the prior written consent of the indemnified partyeach Indemnified Party, consent to entry of any judgment or enter into any settlement that which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party Indemnified Party of a release from all liability in respect of a Claimsuch claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld).

Notice of Claims. Promptly after receipt by an indemnified party of ---------------- notice of the commencement of any action or proceeding involving a Claim, such indemnified party will, if a claim Claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Agreement except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnifying party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of a Claim the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of a Claim.

Notice of Claims. Promptly after receipt by an indemnified Any party of ---------------- notice of the commencement of any action or proceeding involving a Claim, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, seeking indemnification shall give prompt written notice to the latter indemnifying party of the commencement of facts and circumstances giving rise to the claim (the “Notice”) for which such action, provided that the failure of any indemnified party intends to assert a right to indemnification under this Agreement (“Claims”). Failure to give notice as provided herein Notice shall not relieve any indemnifying party of any obligations which the indemnifying party of its obligations may have to the indemnified party under this Agreement Article X, except to the extent that such failure has prejudiced the indemnifying party is actually prejudiced by such failure to give noticeunder the provisions for indemnification contained in this Agreement. In case any such action is brought against an indemnifying party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of a Claim the The indemnifying party shall reimburse an indemnified party promptly after delivery of a Notice certifying that the indemnified party has incurred Damages after compliance with the terms of this Article X; provided, however, the party receiving the Notice shall have the option to contest any such Damages or its obligations to indemnify therefor in accordance with the terms of this Agreement, at such party’s own cost and expense. Such option shall be entitled to participate in and to assume exercised by the defense thereof, jointly with any other indemnifying giving of notice by the exercising party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from other party within twenty (20) days of receipt of a Notice. If the indemnifying party to such indemnified party parties do not agree upon the amount of its election so to assume the defense thereofDamages, the indemnifying party shall not be liable to such indemnified party for any seeking indemnification may seek appropriate legal or other expenses subsequently incurred by the latter remedy in connection accordance with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of a Claimthis Agreement.

Notice of Claims. Promptly after receipt by an indemnified Assumption of Defense. The party of ---------------- notice of the commencement of any action or proceeding involving a Claim, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, indemnified ("the Indemnified Party") shall give written prompt notice to the latter other party ("the Indemnifying Party") of the commencement of such action, provided that the failure assertion of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Agreement except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnifying party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist Claim in respect of a Claim which indemnity may be sought hereunder (and in any event within fifteen (15) calendar days after the indemnifying party service of the citation or summons). It is understood, however, that the Indemnified Party shall be entitled authorized and expected to take any such prompt action as may be reasonably necessary in the circumstances of any proceedings seeking an injunction or similar equitable relief against it. The Indemnifying Party may, at its own expense (i) participate in the defense of any Claim for which it is obligated to indemnify the Indemnified Party hereunder and (ii) upon notice to the Indemnified Party at any time during the course of any such Claim, assume the defense thereof; provided, jointly with any other indemnifying party similarly notified to however, that (i) the extent that it may wish, with Indemnifying Party's counsel is reasonably satisfactory to such indemnified partythe Indemnified Party and (ii) the Indemnifying Party shall, and after notice upon reasonable request, thereafter consult with the Indemnified Party from the indemnifying party time to time with respect to such indemnified party of its election so to assume Claim. If the defense thereofIndemnifying Party assumes such defense, the indemnifying party Indemnified Party shall have the right (but not be liable the duty) to such indemnified party for any legal or other expenses subsequently incurred by the latter participate in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shalland to employ counsel, without at its own expense, separate from the consent of the indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving counsel employed by the claimant Indemnifying Party. Whether or plaintiff not the Indemnifying Party chooses to defend or prosecute any such indemnified party of a release from all liability Claim, both parties hereto shall cooperate in respect of a Claimthe defense or prosecution thereof.

Notice of Claims. Promptly after receipt If either a Buyer Indemnified Party, on the one hand, or a Seller Indemnified Party, on the other hand (such Buyer Indemnified Party on the one hand and such Seller Indemnified Party on the other hand being hereinafter referred to as an ”Indemnified Party”), has suffered or incurred any Losses for which indemnification may be sought under this Article 8, the Indemnified Party shall so notify the other party from whom indemnification is sought under this Article 8 (the “Indemnifying Party”) promptly in 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, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such Loss shall have occurred. If any claim, action, suit or proceeding is asserted or instituted by a Third Party with respect to which an Indemnified Party intends to claim any Loss under this Article 8, such Indemnified Party shall promptly notify the Indemnifying Party of such claim, action, suit or proceeding and tender to the Indemnifying Party the defense of such claim, action, suit or proceeding. A failure by an indemnified party of ---------------- notice of the commencement of any action or proceeding involving a Claim, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided that the failure of any indemnified party Indemnified Party to give notice as provided herein and to tender the defense of such claim, action, suit or proceeding in a timely manner pursuant to this Section 8.2 shall not relieve limit the indemnifying party obligation of its obligations the Indemnifying Party under this Agreement Article 8, except to the extent that the indemnifying party such Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnifying party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of a Claim the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of a Claimthereby.

Notice of Claims. Promptly after receipt by an indemnified Each party of ---------------- notice of entitled to indemnification under this Section 2.3.3 (the commencement of any action or proceeding involving a Claim, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, “Indemnified Party”) shall give written notice to the latter party required to provide indemnification (the “Indemnifying Party”) within a reasonable period of the commencement of time after such action, provided that the failure Indemnified Party has actual knowledge of any indemnified party claim as to give notice as provided herein which indemnity may be sought, and shall not relieve permit the indemnifying party of its obligations under this Agreement except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnifying party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of a Claim the indemnifying party shall be entitled to participate in and Indemnifying Party to assume the defense thereofof any such claim or any litigation resulting therefrom; provided, jointly with any other indemnifying party similarly notified to however, that counsel for the extent that it may wishIndemnifying Party, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume who shall conduct the defense thereofof such claim or litigation, shall be approved by the indemnifying party Indemnified Party (whose approval shall not be liable to withheld unreasonably). The Indemnified Party may participate in such indemnified party for any legal or other expenses subsequently incurred defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if representation of such Indemnified Party by the latter counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in connection such proceeding. No Indemnifying Party in the defense of any such claim or litigation shall, except with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the prior written consent of the indemnified partyeach Indemnified Party, consent to entry of any judgment or enter into any settlement that which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party Indemnified Party of a release from all liability in respect of a Claimsuch claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld).

Notice of Claims. Promptly Each party indemnified under Section 4(a) or Section 4(b) of this Agreement shall, promptly after receipt by an indemnified party of ---------------- notice of the commencement of any action action, suit, claim, proceeding or proceeding involving investigation (collectively, a "Claim, ") against such indemnified party will, if a claim in respect thereof is to of which indemnity may be made against an sought, notify the indemnifying party, give written notice to the latter party in writing of the commencement thereof, enclosing a copy of all papers served on such action, provided that the indemnified party. The failure of any indemnified party so to give notice as provided herein notify promptly an indemnifying party of any such Claim shall not relieve the indemnifying party from any liability in respect of its obligations under such action which it may have to such indemnified party on account of the indemnity agreement contained in Section 4(a) or Section 4(b) of this Agreement except to the extent that Agreement, unless the indemnifying party is actually was prejudiced by such failure failure, and in no event shall relieve the indemnifying party from any other liability which it may have to give noticesuch indemnified party. In case any such action is Claim shall be brought against any indemnified party and it shall notify promptly an indemnifying partyparty of the commencement thereof, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of a Claim the indemnifying party shall be entitled to participate in and therein and, to assume the defense thereofextent that it may wish, jointly with any other indemnifying party similarly notified notified, to assume the extent that it may wishdefense thereof, with counsel reasonably satisfactory to such indemnified party; provided that if any indemnified party or parties reasonably determine(s) after consultation with, and after notice from based on the indemnifying party advice of, outside, qualified legal counsel 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 election so such indemnifying party and any indemnified party by the same counsel would present a conflict of interest under applicable rules of attorney professional conduct, then such indemnifying party shall not be entitled to assume such defense. If an indemnifying party assumes the defense thereofof an action in accordance with and as permitted by the provisions of this paragraph, the such indemnifying party shall not be liable to such indemnified party under Section 4(a) or Section 4(b) of this Agreement for any legal or other expenses subsequently incurred by the latter such indemnified party in connection with the defense thereof other than reasonable costs of investigation. No In no event shall the indemnifying party shall, without be liable for the consent 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 one action or separate but similar or related actions in the same jurisdiction arising out of the indemnified party, consent to entry of any judgment same general allegations or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of a Claimcircumstances.

Notice of Claims. Promptly after receipt by an indemnified Each party of ---------------- notice of entitled to indemnification under this Section 2.5.3 (the commencement of any action or proceeding involving a Claim, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, “Indemnified Party”) shall give written notice to the latter party required to provide indemnification (the “Indemnifying Party”) within a reasonable period of the commencement of time after such action, provided that the failure Indemnified Party has actual knowledge of any indemnified party claim as to give notice as provided herein which indemnity may be sought, and shall not relieve permit the indemnifying party of its obligations under this Agreement except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnifying party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of a Claim the indemnifying party shall be entitled to participate in and Indemnifying Party to assume the defense thereofof any such claim or any litigation resulting therefrom; provided, jointly with any other indemnifying party similarly notified to however, that counsel for the extent that it may wishIndemnifying Party, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume who shall conduct the defense thereofof such claim or litigation, shall be approved by the indemnifying party Indemnified Party (whose approval shall not be liable to withheld unreasonably). The Indemnified Party may participate in such indemnified party for any legal or other expenses subsequently incurred defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if representation of such Indemnified Party by the latter counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in connection such proceeding. No Indemnifying Party in the defense of any such claim or litigation shall, except with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the prior written consent of the indemnified partyeach Indemnified Party, consent to entry of any judgment or enter into any settlement that which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party Indemnified Party of a release from all liability in respect of a Claimsuch claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld).

Notice of Claims. Promptly after receipt by an indemnified party of ---------------- notice Each of the commencement of any action or proceeding involving a Claim, such indemnified party will, if a claim in respect thereof is Purchaser and the ---------------- Seller agrees to be made against an indemnifying party, give prompt written notice to the latter other of any claim against the party giving notice which might give rise to a claim by it against the other party hereto based upon the indemnification provisions contained herein, stating the nature and basis of the commencement of such actionclaim and the actual or estimated amount thereof; provided, provided however, that the failure of any indemnified party to give such notice as provided herein shall will -------- ------- not relieve affect the obligation of the indemnifying party to provide indemnification in accordance with the provisions of its obligations under this Agreement except Article 6 unless, and only to the extent that the that, such indemnifying party is actually prejudiced by such failure to give noticethereby. In case the event that any such action action, suit or proceeding is brought against an indemnifying party, unless in such indemnified party's reasonable judgment a conflict the Seller or any member of interest between such indemnified and indemnifying parties the Indemnified Purchaser Group with respect to which any party hereto may exist in respect of a Claim have liability under the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofindemnification provisions contained herein, the indemnifying party shall not have the right, at its sole cost and expense, to defend such action in the name or on behalf of the indemnified party and, in connection with any such action, suit or proceeding, the parties hereto agree to render to each other such assistance as may reasonably be liable required in order to ensure the proper and adequate defense of any such action, suit or proceeding; provided, however, that an -------- ------- indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with counsel retained by the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the consent would be inappropriate because of the indemnified party, consent to entry of any judgment actual or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to potential differing interests between such indemnified party and any other party represented by such counsel. Neither party hereto shall make any settlement of a release from all any claim which might give rise to liability in respect of a Claimthe other party under the indemnification provisions contained herein without the written consent of such other party, which consent such other party covenants shall not be unreasonably withheld.

Notice of Claims. Promptly after Upon receipt by any party entitled to indemnification under Sections 9.1 or 9.2 above (an indemnified party "Indemnified Party") of ---------------- a complaint, claim or other notice of the commencement of any action loss, claim, damage or proceeding involving liability giving rise to a Claimclaim for indemnification under this Article IX, such indemnified Indemnified Party shall promptly notify the other party will(either Company or Consultant) from whom indemnification is sought (the "Indemnifying Party"), if a claim in respect thereof is but failure to be made against an indemnifying party, give written provide such notice to the latter of the commencement of such action, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of Indemnifying Party from its obligations under this Agreement except duty to indemnify unless the extent that the indemnifying party Indemnifying Party is actually materially prejudiced by such failure to give and had no actual knowledge of such complaint, claim or other notice. In case The Indemnifying Party shall pay all amounts payable under the related provisions of this Article IX within ten (10) days after demand therefor and, if not timely paid, such amounts shall bear interest at the Default Rate from the date of determination to the date of payment. The Indemnifying Party, at its expense, shall contest, resist and defend any such claim, action is brought or proceeding asserted or instituted against an indemnifying partythe Indemnified Party and shall not be responsible for any duplicate attorneys' fees incurred by the Indemnified Party, unless in such indemnified partyor may compromise or otherwise dispose of the same with the Indemnified Party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties prior written consent (which consent may exist in respect of a Claim not be unreasonably withheld or delayed). In the indemnifying party event that the Indemnified Party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of unreasonably withhold or delay its election so to assume the defense thereofconsent, the indemnifying party Indemnifying Party shall not be liable to such indemnified party for any legal incremental increase in costs or other expenses subsequently incurred by resulting therefrom. This Article IX shall survive the latter in connection with the defense thereof other than reasonable costs Termination of investigation. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of a Claimthis Agreement.

Notice of Claims. Promptly after receipt by an indemnified party of ---------------- notice of the commencement of Should any action or proceeding involving a Claim, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying partyWHI or the Surviving Corporation by a person not a party to this Agreement with respect to any matter to which indemnity of any of the Shareholders set forth in Article VIII applies, then WHI shall promptly give the Shareholders written notice of any such claim, and, subject to this Article VIII, such Shareholders shall thereafter have the option to defend or settle any such 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 Shareholders' consent shall be required for any settlement payment, which consent will not be unreasonably withheld. In such defense or settlement of any claim, the non-defending party shall cooperate with and assist the parties to the latter maximum extent reasonably possible and may participate therein (at such party's expense) with such party's own counsel, and such party's written consent shall be a requirement to any settlement or disposition thereof, which consent shall not be unreasonably 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 commencement 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 actiondefense or settlement, provided that together with the total expense thereof, shall be binding on the parties for the purposes of this Article VIII. Subject to the limits for claims in SECTION 8.1, failure of any indemnified party to give notice as provided herein within a reasonable period of time shall not relieve the indemnifying party of its obligations under this Agreement constitute a defense, in whole or in part, to any claim for indemnification by WHI, except only to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnifying party, unless by WHI or the Surviving Corporation shall result in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of a Claim the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified material prejudice to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of a ClaimShareholders.

Notice of Claims. Promptly after receipt by an indemnified If any claim is made against a party which, if sustained, would give rise to a liability of ---------------- the other hereunder, the Claiming Party shall promptly cause notice of the commencement of any action or proceeding involving a Claim, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice delivered to the latter of Non-claiming Party and shall afford the commencement of such actionNon-claiming Party and its counsel, at its sole expense, the opportunity to defend or settle the claim (provided that the failure of any indemnified party to give notice as Claiming Party and its counsel may participate at their sole cost and expense) provided herein shall not relieve the indemnifying party of its obligations under this Agreement except to the extent that the indemnifying Non-claiming Party admit in writing its responsibility for such claim. Any notice of a claim shall state with reasonable specificity the representation, warranty, covenant or agreement allegedly breached, the alleged basis for the claim, and the amount of liability asserted against the other party by reason of the claim (if such amount can be reasonably estimated). If such notice and opportunity are not given, or if any claim is compromised or settled without notice to and consent of the Non-claiming Party, no liability shall be imposed on the Non-claiming Party by reason of such claim (unless the claiming party is actually prejudiced by any such failure to give notice. In case any such action timely provide notice or assume the defense), but if notice is brought against an indemnifying party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified given and indemnifying parties may exist in respect of a Claim the indemnifying party shall be entitled to participate in and Non-claiming Party receiving the notice fails to assume the defense thereofof the claim or fails to admit in writing its liability with respect to such claim, jointly with any other indemnifying party similarly notified the claim may be defended, compromised or settled by the Claiming Party without the Non-claiming Party's consent and the Non-claiming Party shall remain liable under this Article 8. Notwithstanding anything contained in this Section 8.5 to the extent that it contrary, the Claiming Party may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume retain control over the defense thereofof any claim hereunder if such control is necessary to (i) prevent its assets or business from being seized, the indemnifying attached or otherwise encumbered or enjoined as a result of such third-party action or (ii) respond to and control any action requiring immediate response, such as prayers for injunctive and other emergency relief. The parties shall not be liable to such indemnified party cooperate at all times in reasonable requests for any legal or documents, testimony and other expenses subsequently incurred by the latter forms of assistance in connection with any claim pursuant to this Section 8.5. The Non-claiming Party shall not in the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the consent of the indemnified party, any such claim consent to the entry of any judgment against or affecting the Claiming Party or any Affiliate (other than a judgment or a dismissal on the merits and without costs) except with the written consent of the Claiming Party (which shall not be unreasonably withheld or delayed), or enter into any settlement that (except with the written consent of the Claiming Party, which shall not be unreasonably withheld or delayed) which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to such indemnified party the Claiming Party of a full release from all liability in respect to such claim. If the claim does not arise from the claim or demand of a Claimthird party, the Non-claiming Party shall have thirty (30) days after the receipt of the written notice of such claim to object to the claim by giving written notice to the Claiming Party specifying the reasons for such objection or objections. If the Non-claiming Party does not so object to the claim, the total amount of the claim shall be promptly paid by the Non-claiming Party. If the Non-claiming Party objects to the claim and the parties are unable to settle any such dispute, then the parties shall have all rights and remedies at law or in equity, and either the Claiming Party or Non-claiming Party may commence an action or proceeding in accordance with Section 11.2 to resolve such dispute.

Notice of Claims. Promptly after receipt by an indemnified party of ---------------- notice of the commencement of any action or proceeding involving a Claim, such indemnified party will, if a claim in respect thereof is The Company and DCC each agree to be made against an indemnifying party, give prompt written notice to the latter other of any claim against the party giving notice which might give rise to a claim by it against the other party hereto based upon the indemnity provisions contained herein, stating the nature and basis of the commencement of such actionclaim and the actual or estimated amount thereof; provided, provided however, that the failure of any indemnified party to give such notice as provided herein shall will not relieve affect the obligation of the indemnifying party to provide indemnification in accordance with the provisions of its obligations under this Agreement except Section 10 unless, and only to the extent that the that, such indemnifying party is actually prejudiced by such failure to give noticethereby. In case the event that any such action action, suit or proceeding is brought against an indemnifying party, unless in such indemnified party's reasonable judgment a conflict any member of interest between such indemnified and indemnifying parties the Indemnified DCC Group or the Indemnified Company Group with respect to which any party hereto may exist in respect of a Claim have liability under the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofindemnification provisions contained herein, the indemnifying party shall not have the right, at its sole cost and expense, to defend such action in the name of or on behalf of the indemnified party and, in connection with any such action, suit or proceeding, the parties hereto agree to render to each other such assistance as may reasonably be liable required in order to ensure the proper and adequate defense of any such action, suit or proceeding; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with counsel retained by the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the consent would be inappropriate because of the indemnified party, consent to entry of any judgment actual or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to potential differing interests between such indemnified party and any other party represented by such counsel. Neither party hereto shall make any settlement of a release from all any claim which might give rise to liability in respect of a Claimthe other party under the indemnification provisions contained herein without the written consent of such other party, which consent such other party covenants shall not be unreasonably withheld.

Notice of Claims. Promptly after receipt by an indemnified party Any Person entitled to indemnification under the provisions of ---------------- notice of the commencement of any action Sections 1.2.1 or proceeding involving a Claim, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, 1.2.2 shall (i) give written prompt notice to the latter of the commencement of such action, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Agreement except any claim with respect to which it seeks indemnification, and (ii) unless in the extent that opinion of counsel reasonably satisfactory to the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnifying party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of a Claim the such claim, permit such indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wishof such claim, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof(who shall not, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection except with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the consent of the indemnified party, consent be counsel to entry of any judgment or the indemnifying party); and if such defense is so assumed, such indemnifying party shall not enter into any settlement that does not include as an unconditional term thereof without the giving by consent of the claimant or plaintiff to such indemnified party if such settlement attributes liability to the indemnified party and such indemnifying party shall not be subject to any liability for any settlement made without its consent (which shall not be unreasonably withheld); and any underwriting agreement entered into with respect to any Registration Statement provided for under this Agreement shall so provide. In the event an indemnifying party shall not be entitled, or elects not, to assume the defense of a release from claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel for all liability parties indemnified by such indemnifying party in respect of such claim unless conflicts of interest preclude a Claimcommon defense. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of a participating Holder, its officers, directors or any Person, if any, who controls the Holder as aforesaid, and shall survive the transfer of such securities by the Holder.

Notice of Claims. Promptly after receipt by an indemnified party of ---------------- notice of the commencement of any action or proceeding involving a Claim, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, The Stockholders and Dipper shall give prompt written notice to each other of any claim by any party which might give rise to a claim by the latter Stockholders or Dipper against the other based upon the indemnity provisions contained herein, stating the nature and basis of the commencement of such actionclaim and the actual or Exhibit 7.1 estimated amount thereof; provided, provided however, that the failure of any indemnified party to give such notice as provided herein shall will not relieve affect the obligation of the indemnifying party to provide indemnification in accordance with the provisions of its obligations under this Agreement except Article 7 unless, and only to the extent that the that, such indemnifying party is actually prejudiced by such failure to give noticethereby. In case the event that any such action action, suit or proceeding is brought by a third party against an indemnifying party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties the Stockholders or Dipper with respect to which the other party may exist in respect of a Claim have liability under the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofindemnification provisions contained herein, the indemnifying party shall not have the right, at its sole cost and expense, to defend such action in the name or on behalf of the indemnified party and, in connection with any such action, suit or proceeding, the parties hereto agree to render to each other such assistance as may reasonably be liable required in order to ensure the proper and adequate defense of any such action, suit or proceeding; provided further, however, that an indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with counsel retained by the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the consent would be inappropriate because of the indemnified party, consent to entry of any judgment actual or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to potential differing interests between such indemnified party and any other party represented by such counsel. Neither party hereto shall make any settlement of a release from all any claim which might give rise to liability in respect of a Claimthe other party under the indemnification provisions contained herein without the written consent of such other party, which consent such other party covenants shall not be unreasonably withheld.

Notice of Claims. Promptly after receipt (a) Any Purchaser Indemnified Party or Seller Indemnified Party seeking indemnification hereunder (the “Indemnified Party”) shall, within the applicable Survival Period provided for in Section 12.2, give (i) to the Purchaser, in the case of indemnification sought by an indemnified party any Seller Indemnified Party or (ii) to the Seller, in the case of ---------------- indemnification sought by any Purchaser Indemnified Party, a written notice (a “Claim Notice”) describing in reasonable detail the facts giving rise, or that could reasonably be expected to give rise, to the Claim for indemnification hereunder that is the subject of the commencement Claim Notice. The Claim Notice shall include (if and to the extent then known) the amount such Claim and a reference to the provision or provisions of this Agreement upon which such Claim is based. A Claim Notice shall be given promptly following the Indemnified Party’s determination that facts or events are reasonably expected to give rise to a claim for indemnification hereunder; provided, that a Claim Notice in respect of any action at law or proceeding involving suit in equity by or against a Claimthird Person as to which indemnification will be sought shall be given promptly after the action or suit is commenced. Notwithstanding any other provision herein or elsewhere to the contrary, the failure to give such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party any Indemnifying Party of its obligations under this Agreement hereunder, except to the extent that the indemnifying party is actually it shall have been materially prejudiced by such failure to give notice. In case any failure; provided, that such action is brought against an indemnifying partyClaim Notice has been delivered within the applicable Survival Period for such Claim, unless as set forth in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of a Claim the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of a ClaimSection 12.2.

Notice of Claims. Promptly after receipt by an indemnified party of ---------------- notice of the commencement of any action or proceeding involving a Claim, such indemnified party will, if a claim in respect thereof is Purchaser and Seller agree to be made against an indemnifying party, give prompt written notice to each other of any claim by any party which might give rise to a claim by it or them against the latter other parties hereto based upon the indemnity provisions contained herein, stating the nature and basis of the commencement of such actionclaim and the actual or estimated amount thereof; PROVIDED, provided HOWEVER, that the failure of any indemnified party to give such notice as provided herein shall will not relieve affect the obligation of the indemnifying party to provide indemnification in accordance with the provisions of its obligations under this Agreement except Article 6 unless, and only to the extent that the that, such indemnifying party is actually prejudiced by such failure to give noticethereby. In case the event that any such action action, suit or proceeding is brought against an indemnifying party, unless in such indemnified party's reasonable judgment a conflict any member of interest between such indemnified and indemnifying parties the Indemnified Seller Group or the Indemnified Purchaser Group with respect to which any party hereto may exist in respect of a Claim have liability under the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofindemnification provisions contained herein, the indemnifying party shall not have the right, at its sole cost and expense, to defend such action in the name or on behalf of the indemnified party and, in connection with any such action, suit or proceeding, the parties hereto agree to render to each other such assistance as may reasonably be liable required in order to ensure the proper and adequate defense of any such action, suit or proceeding; PROVIDED, HOWEVER, that an indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with counsel retained by the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the consent would be inappropriate because of the indemnified party, consent to entry of any judgment actual or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to potential differing interests between such indemnified party and any other party represented by such counsel. Neither party hereto shall make any settlement of a release from all any claim which might give rise to liability in respect of a Claimthe other party under the indemnification provisions contained herein without the written consent of such other party, which consent such other party covenants shall not be unreasonably withheld.

Notice of Claims. Promptly after receipt by an indemnified party of ---------------- notice of the commencement of any action or proceeding involving a Claim, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Agreement except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnifying party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of a Claim the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party arty of a release from all liability in respect of a Claim.

Notice of Claims. Promptly after receipt by an indemnified party of ---------------- notice of the commencement of any action or proceeding involving a Claim, such indemnified party will, if a claim in respect thereof is The Company and APC each agree to be made against an indemnifying party, give prompt written notice to the latter other of any claim against the party giving notice which might give rise to a claim by it against the other party hereto based upon the indemnity provisions contained herein, stating the nature and basis of the commencement of such actionclaim and the actual or estimated amount thereof; provided, provided however, that the failure of any indemnified party to give such notice as provided herein shall will not relieve affect the obligation of the indemnifying party to provide indemnification in accordance with the provisions of its obligations under this Agreement except Paragraph 10 unless, and only to the extent that the that, such indemnifying party is actually prejudiced by such failure to give noticethereby. In case the event that any such action action, suit or proceeding is brought against an indemnifying party, unless in such indemnified party's reasonable judgment a conflict any member of interest between such indemnified and indemnifying parties the Indemnified APC Group or the Indemnified Company Group with respect to which any party hereto may exist in respect of a Claim have liability under the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofindemnification provisions contained herein, the indemnifying party shall not have the right, at its sole cost and expense, to defend such action in the name of or on behalf of the indemnified party and, in connection with any such action, suit or proceeding, the parties hereto agree to render to each other such assistance as may reasonably be liable required in order to ensure the proper and adequate defense of any such action, suit or proceeding; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with counsel retained by the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the consent would be inappropriate because of the indemnified party, consent to entry of any judgment actual or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to potential differing interests between such indemnified party and any other party represented by such counsel. Neither party hereto shall make any settlement of a release from all any claim which might give rise to liability in respect of a Claimthe other party under the indemnification provisions contained herein without the written consent of such other party, which consent such other party covenants shall not be unreasonably withheld.

Notice of Claims. Promptly after receipt by an indemnified party of ---------------- notice of ------------------- the commencement of any action or proceeding involving a Claim, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Agreement except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnifying party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of a Claim the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of a Claim.

Notice of Claims. Promptly after receipt by an indemnified party of ---------------- notice of the commencement of any action or proceeding involving a Claim, such indemnified party will, if a claim in respect thereof is Buyer and Seller each agree to be made against an indemnifying party, give prompt written notice to the latter other of any claim against the party giving notice which might give rise to a claim by it against the other party hereto based upon the indemnity provisions contained herein, stating the nature and basis of the commencement of such actionclaim and the actual or estimated amount thereof; provided, provided however, that the failure of any indemnified party to give such notice as provided herein shall will not relieve affect the obligation of the indemnifying party to provide indemnification in accordance with the provisions of its obligations under this Agreement except Article VI unless, and only to the extent that the that, such indemnifying party is actually prejudiced by such failure thereby. Notice to give notice. Seller hereunder shall be deemed notice to Xxxxxxxxx In case the event that any such action action, suit or proceeding is brought against an indemnifying party, unless in such indemnified party's reasonable judgment a conflict any member of interest between such indemnified and indemnifying parties the Indemnified Seller Group or the Indemnified Buyer Group with respect to which any party hereto may exist in respect of a Claim have liability under the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofindemnification provisions contained herein, the indemnifying party shall not have the right, at its sole cost and expense, to defend such action in the name of or on behalf of the indemnified party and, in connection with any such action, suit or proceeding, the parties hereto agree to render to each other such assistance as may reasonably be liable required in order to ensure the proper and adequate defense of any such action, suit or proceeding; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with counsel retained by the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the consent would be inappropriate because of the indemnified party, consent to entry of any judgment actual or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to potential differing interests between such indemnified party and any other party represented by such counsel. Neither party hereto shall make any settlement of a release from all any claim which might give rise to liability in respect of a Claimthe other party under the indemnification provisions contained herein without the written consent of such other party, which consent such other party covenants shall not be unreasonably withheld.

Notice of Claims. Promptly after receipt by an indemnified party of ---------------- notice of A Party (“Indemnified Party”) shall promptly notify the commencement other Party (“Indemnifying Party”) of any liability in respect of which the Indemnified Party intends to claim an indemnification against the Indemnifying Party, and Indemnifying Party shall thereupon assume and have exclusive control over the defense thereof with counsel selected by the Indemnifying Party that is reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to fully participate in any such action or proceeding involving a Claimand to retain its own counsel, such indemnified party will, if a claim in respect thereof is with the reasonable fees and expenses to be made against an indemnifying party, give written paid by the Indemnifying Party if representation of the Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate under applicable standards of professional conduct due to actual or potential differing interests between the Parties. The failure to deliver notice to the latter of Indemnifying Party within a reasonable time after the commencement of such action, provided that to the extent prejudicial to the Indemnifying Party’s ability to defend such action, shall relieve the Indemnifying Party from its indemnification obligations hereunder, but the failure of any indemnified party to give so deliver notice as provided herein to the Indemnifying Party shall not relieve the indemnifying party it of its obligations under this Agreement except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnifying party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of a Claim the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent liability that it may wish, with counsel reasonably satisfactory have to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other Indemnified Party otherwise than reasonable costs of investigation. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of a Claimaforesaid.

Notice of Claims. Promptly If any party entitled to indemnification hereunder (each, an “Indemnified Party”) believes that it has suffered or incurred any indemnifiable Loss, it shall provide written notice (the “Claim Notice”) to the applicable party or parties from whom indemnification is sought (the “Indemnifying Party”) (at the addresses set forth herein) as soon as practicable after receipt by an indemnified party of ---------------- notice suffering such Loss, and in any event within the applicable time period specified in Section 9.1, describing (i) the representation, warranty, covenant or agreement that is alleged to have been breached or to have given rise to a claim for indemnification, (ii) the basis for such allegation and (iii) if known, the aggregate amount of the commencement Losses for which a claim is being made or, to the extent that Losses are not known or have not been incurred at the time such claim is made, a good faith estimate of the aggregate potential amount of such Losses. If any legal action or proceeding involving is instituted by a third party (a “Third Party Claim”) with respect to which any Indemnified Party is entitled to the benefit of indemnity hereunder, such indemnified party will, if Indemnified Party shall promptly give a claim in respect thereof is Claim Notice to be made against an indemnifying party, give written notice to notify the latter of the commencement Indemnifying Party of such legal action. In any event, provided that a failure or delay in notifying the failure Indemnifying Party of any indemnified party to give notice as provided herein such legal action shall not relieve affect the indemnifying party of its obligations under this Agreement Indemnified Party’s right to indemnity, except to the extent that the indemnifying party is Indemnifying Party actually incurs an incremental expense or otherwise has been materially and adversely prejudiced by in its ability to defend against such failure to give notice. In case any such legal action is brought against an indemnifying party, unless in such indemnified party's reasonable judgment as a conflict of interest between such indemnified and indemnifying parties may exist in respect of a Claim the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the consent result of the indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of a Claimdelay.

Notice of Claims. Promptly after receipt by an indemnified party PTC Indemnitee of ---------------- notice of any complaint by a third party or the commencement of any action or proceeding involving by a third party (each, a "Third-Party Claim") that may result in a Loss with respect to which such PTC Indemnitee may claim indemnification under this Section 8, the PTC Indemnitee shall give written notice (a "Third-Party Demand") to the Stockholder Representative on behalf of the Securityholders obligated to provide indemnification under this Section 8 (each, an "Indemnifying Party") and to the Escrow Agent. In the event any PTC Indemnitee seeks indemnification pursuant to this Section 8 other than in connection with a Third-Party Claim, such indemnified party willPTC Indemnitee shall send a written notice of the respective Loss, or of any circumstance that with the lapse of time and/or the occurrence of any other event or circumstance, may give rise to a Loss (together with any Third-Party Demand, a "Demand") to the Stockholder Representative on behalf of the Indemnifying Parties and to the Escrow Agent. Any Demand delivered pursuant to this Section 8.3(a) shall (i) describe the basis for such Demand in reasonable detail and (ii) indicate the amount (reasonably estimated, if a appropriate) of the Loss that has been or may be suffered by the PTC Indemnitee. No delay or failure to give any such notice by any PTC Indemnitee shall relieve any Indemnifying Party from any obligation hereunder or otherwise prejudice any claim in respect thereof is to be capable of being made against an indemnifying party, give written notice to the latter of the commencement of such action, Escrow Funds (provided that such Demand is made before the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Agreement Claims Termination Date), except to the extent that the indemnifying party Indemnifying Party is actually materially prejudiced by such failure to give notice. In case any such action is brought against an indemnifying party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of a Claim the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of a Claimthereby.

Notice of Claims. Promptly after receipt by an indemnified Each party of entitled to indemnification under Paragraph ---------------- notice of 12 or Paragraph 13 above (the commencement of any action or proceeding involving a Claim, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, "Indemnified Party") shall give written notice to the latter party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the commencement Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such actionclaim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense, and provided further that the failure of any indemnified party Indemnified Party to give notice as provided herein shall not relieve the indemnifying party Indemnifying Party of its obligations under this Agreement except to Paragraph 14 unless the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such notice is materially prejudicial to an Indemnifying Party's ability to defend such action and provided further, that the Indemnifying Party shall not assume the defense for matters as to which there is brought against an indemnifying party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified or separate and indemnifying parties may exist different defenses. No Indemnifying Party, in respect of a Claim the indemnifying party shall be entitled to participate in and to assume the defense thereofof any such claim or litigation, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without except with the consent of the indemnified partyeach Indemnified Party, consent to entry of any judgment or enter into any settlement that which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party Indemnified Party of a release from all liability in respect of a Claimto such claim or litigation.

Notice of Claims. Promptly after the receipt by of an indemnified party hereunder of ---------------- written notice of the commencement of any action or proceeding involving with respect to which a Claim, claim for indemnification may be made pursuant to this Section 7.4 such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; PROVIDED, provided HOWEVER, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Agreement Section 7.4 except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnifying indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist exists in respect of a Claim such claim, the indemnifying party shall will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, party and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigationthereof. No indemnifying party shall, without the consent of the indemnified party, will consent to entry of any judgment or enter into any settlement that which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party party, of a release from all liability in respect of a Claimto such claim or litigation.

Notice of Claims. Promptly after receipt by an Whenever any claim shall arise for indemnification hereunder, the indemnified party of ---------------- notice shall promptly notify the other party or parties from whom indemnity may be sought therefor under this Section 14 (the "indemnifying party") of the commencement claim and, when known, the facts constituting the basis for such claim; provided that the indemnified party's failure to give such notice shall not affect any rights or remedies of any action or proceeding involving a Claim, such indemnified party will, if a claim in hereunder with respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Agreement indemnification for Damages except to the extent that the indemnifying party is actually materially prejudiced by such failure to give noticethereby. In case the event that the Shareholders are collectively the indemnifying parties, the Buyer shall only be required to deliver a Notice of Claim to the Shareholder Representative. In the event of any such action is brought against an indemnifying claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of a Claim the notice to the indemnifying party shall be specify, if known, the amount or any estimate of the amount of the liability arising therefrom. Neither the indemnified party nor any indemnifying party shall settle or compromise any claim by a third party for which the indemnified party is entitled to participate in and to assume indemnification hereunder, without the defense thereofprior written consent of the other party (which shall not be unreasonably withheld), jointly with any other indemnifying party similarly notified to unless suit shall have been instituted against the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, and the indemnifying party shall not be liable to have taken control of such indemnified party for any legal or other expenses subsequently incurred by the latter suit after notification thereof as provided in connection with the defense thereof other than reasonable costs Section 14.6 of investigation. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of a Claim.this Agreement

Notice of Claims. Promptly after receipt by an indemnified party of ---------------- notice of the commencement of any action or proceeding involving a Claim, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, The Stockholders and St. Xxxx shall give prompt written notice to each other of any claim by any party which might give rise to a claim by the latter Stockholders or St. Xxxx against the other based upon the indemnity provisions contained herein, stating the nature and basis of the commencement of such actionclaim and the actual or estimated amount thereof; provided, provided however, that the failure of any indemnified party to give such notice as provided herein shall will not relieve affect the obligation of the indemnifying party to provide indemnification in accordance with the provisions of its obligations under this Agreement except Article 7 unless, and only to the extent that the that, such indemnifying party is actually prejudiced by such failure to give noticethereby. In case the event that any such action action, suit or proceeding is brought by a third party against an indemnifying party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties the Stockholders or St. Xxxx with respect to which the other party may exist in respect of a Claim have liability under the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofindemnification provisions contained herein, the indemnifying party shall not have the right, at its sole cost and expense, to defend such action in the name or on behalf of the indemnified party and, in connection with any such action, suit or proceeding, the parties hereto agree to render to each other such assistance as may reasonably be liable required in order to ensure the proper and adequate defense of any such action, suit or proceeding; provided further, however, that an indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with counsel retained by the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the consent would be inappropriate because of the indemnified party, consent to entry of any judgment actual or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to potential differing interests between such indemnified party and any other party represented by such counsel. Neither party hereto shall make any settlement of a release from all any claim which might give rise to liability in respect of a Claimthe other party under the indemnification provisions contained herein without the written consent of such other party, which consent such other party covenants shall not be unreasonably withheld.

Notice of Claims. Promptly after receipt by an indemnified party of ---------------- notice of Each person entitled to indemnification under this Section 5.3 (the commencement of any action or proceeding involving a Claim, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, "Indemnified Party") shall give written notice to the latter party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought and shall permit the commencement Indemnifying Party to assume the defense of any such claim and any litigation resulting therefrom, provided that counsel for the Indemnifying Party who conducts the defense of such actionclaim or any litigation resulting therefrom shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense, and provided further that the failure of any indemnified party Indemnified Party to give notice as provided herein shall not relieve the indemnifying party Indemnifying Party of its obligations under this Agreement except to Section 5.3 unless the extent that Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the indemnifying party is actually prejudiced by such failure to give notice. In case defense of any such action is brought against an indemnifying partyclaim or litigation, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of a Claim the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly (except with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the consent of the indemnified party, each Indemnified Party) consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of a Claimsuch claim and litigation resulting therefrom.

Notice of Claims. Promptly after receipt by If any of the Persons entitled to be indemnified under this Article VIII (each an indemnified party “Indemnified Party”) wishes to seek indemnification, the Indemnified Party shall promptly so notify the parties from whom indemnification is sought (the “Indemnifying Parties”) in 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 claim is made. If any Indemnified Party receives written notice of the commencement or the assertion of any action claim or proceeding involving a Claim, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such any action, provided that suit or proceeding (in equity or at law) by a Third Party with respect to which the failure 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 capable of estimation of any indemnified party 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 provided herein required pursuant to this Section 8.04 shall not relieve limit the indemnifying party obligation of its obligations the Indemnifying Parties under this Agreement 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 the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnifying party, unless in such indemnified party's a reasonable judgment likelihood exists of a conflict of interest between such indemnified one or more Purchaser Indemnified Parties and indemnifying parties may exist in the Stockholder or any of its Affiliates with respect of a Claim the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent applicable Third Party Claim, or (d) if Alpine reasonably believes that it may wish(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, with counsel reasonably satisfactory to such indemnified party, and after notice from or (y) that the indemnifying party to such indemnified party outcome of its election so to assume any Governmental Order or settlement in the defense thereof, matter would adversely affect the indemnifying party shall not be liable to such indemnified party for any legal Purchaser Indemnified Parties’ Tax Liability or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the consent ability of the indemnified party, consent Purchaser Indemnified Parties to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability conduct their business (claims described in respect of a Claimclauses (a) through (d) are “Special Claims”).

Notice of Claims. Promptly after receipt by If any Buyer Indemnitee or Seller Indemnitee (as applicable, an indemnified party “Indemnified Party”) believes that it has suffered or incurred or reasonably expects in good faith to suffer or incur any Losses for which it is entitled to indemnification under this Article VI, such Indemnified Party shall so promptly notify the Seller, in the case of ---------------- notice from a Buyer Indemnitee, or Buyer, in the case of notice from a Seller Indemnitee (as applicable, the “Indemnifying Party”) with reasonable particularity in light of the commencement of circumstances then existing. If any action claim is instituted by or proceeding involving against a Claimthird party with respect to which any Indemnified Party intends to claim indemnification under this Article VI, such indemnified party will, if a Indemnified Party shall promptly notify the Indemnifying Party of such claim. The notice provided by the Indemnified Party to the Indemnifying Party shall describe the claim (the “Asserted Liability”) in respect thereof is reasonable detail and shall indicate the amount (or an estimate) of the Losses that have been or may reasonably be expected in good faith to be made against an indemnifying partysuffered by the Indemnified Party. Subject to Section 6.01, give written notice to the latter of the commencement of such action, provided that the failure of any indemnified party an Indemnified Party to give any notice as provided herein required by this Section 6.04 shall not relieve affect any of the indemnifying party of its obligations Indemnified Party’s rights under this Agreement Article VI, except and only to the extent that the indemnifying party such failure is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnifying party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of a Claim the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified materially prejudicial to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from rights or obligations of the indemnifying party to such indemnified party of its election so to assume the defense thereofIndemnifying Party. Thereafter, the indemnifying party Indemnified Party shall not be liable promptly deliver to such indemnified party for any legal or other expenses subsequently incurred the Indemnifying Party copies of all notices and documents received by the latter in connection with Indemnified Party relating to the defense thereof third party claim or such other than reasonable costs of investigation. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of a Claimclaim.

Notice of Claims. Promptly after receipt by an indemnified party of ---------------- notice of the commencement of any action or proceeding involving a Claim, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter indemnifying party of the commencement of such action, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Agreement except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnifying party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of a Claim the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election to so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of a Claim.

Notice of Claims. Promptly after receipt by an indemnified party of ---------------- notice of the commencement of any action or proceeding involving a Claim, such indemnified party will, if a claim in respect thereof is The Company and Hamilton each agree to be made against an indemnifying party, give prompt written notice to the latter other of any xxxxx xxainst the party giving notice which might give rise to a claim by it against the other party hereto based upon the indemnity provisions contained herein, stating the nature and basis of the commencement of such actionclaim and the actual or estimated amount thereof; provided, provided however, that the failure of any indemnified party to give such notice as provided herein shall will not relieve affect the obligation of the indemnifying party to provide indemnification in accordance with the provisions of its obligations under this Agreement except Section 10 unless, and only to the extent that the that, such indemnifying party is actually prejudiced by such failure to give noticethereby. In case the event that any such action action, suit or proceeding is brought against an indemnifying party, unless in such indemnified party's reasonable judgment a conflict any member of interest between such indemnified and indemnifying parties the Indemnified Hamilton Group or the Indemnified Company Group with respect to which xxx xxxxy hereto may exist in respect of a Claim have liability under the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofindemnification provisions contained herein, the indemnifying party shall not have the right, at its sole cost and expense, to defend such action in the name of or on behalf of the indemnified party and, in connection with any such action, suit or proceeding, the parties hereto agree to render to each other such assistance as may reasonably be liable required in order to ensure the proper and adequate defense of any such action, suit or proceeding; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with counsel retained by the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the consent would be inappropriate because of the indemnified party, consent to entry of any judgment actual or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to potential differing interests between such indemnified party and any other party represented by such counsel. Neither party hereto shall make any settlement of a release from all any claim which might give rise to liability in respect of a Claimthe other party under the indemnification provisions contained herein without the written consent of such other party, which consent such other party covenants shall not be unreasonably withheld.

Notice of Claims. Promptly after receipt by an Whenever any claim shall arise for indemnification hereunder, the indemnified party of ---------------- notice shall promptly notify the other party or parties from whom indemnity may be sought therefor under this Section 14 (the "indemnifying party") of the commencement claim and, when known, the facts constituting the basis for such claim; provided that the indemnified party's failure to give such notice shall not affect any rights or remedies of any action or proceeding involving a Claim, such indemnified party will, if a claim in hereunder with respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Agreement indemnification for Damages except to the extent that the indemnifying party is actually materially prejudiced by such failure to give noticethereby. In case the event that the Shareholders are collectively the indemnifying parties, the Buyer shall only be required to deliver a Notice of Claim to the Shareholder Representative. In the event of any such action is brought against an indemnifying claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of a Claim the notice to the indemnifying party shall be specify, if known, the amount or any estimate of the amount of the liability arising therefrom. Neither the indemnified party nor any indemnifying party shall settle or compromise any claim by a third party for which the indemnified party is entitled to participate in and to assume indemnification hereunder, without the defense thereofprior written consent of the other party (which shall not be unreasonably withheld), jointly with any other indemnifying party similarly notified to unless suit shall have been instituted against the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, and the indemnifying party shall not be liable to have taken control of such indemnified party for any legal or other expenses subsequently incurred by the latter suit after notification thereof as provided in connection with the defense thereof other than reasonable costs Section 14.6 of investigation. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of a Claimthis Agreement.

Notice of Claims. Promptly after receipt by an indemnified party of ---------------- notice of the commencement of any action or proceeding involving a Claim, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, The Stockholders and St. Xxxx shall give prompt written notice to each other of any claim by any party which might give rise to a claim by the latter Stockholders or St. Xxxx against the other based upon the indemnity provisions contained herein, stating the nature and basis of the commencement of such actionclaim and the actual or estimated amount thereof; provided, provided however, that the failure of any indemnified party to give such notice as provided herein shall will not relieve affect the obligation of the indemnifying party to provide indemnification in accordance with the provisions of its obligations under this Agreement except Article 6 unless, and only to the extent that the that, such indemnifying party is actually prejudiced by such failure to give noticethereby. In case the event that any such action action, suit or proceeding is brought by a third party against an indemnifying party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties the Stockholders or St. Xxxx with respect to which the other party may exist in respect of a Claim have liability under the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofindemnification provisions contained herein, the indemnifying party shall not have the right, at its sole cost and expense, to defend such action in the name or on behalf of the indemnified party and, in connection with any such action, suit or proceeding, the parties hereto agree to render to each other such assistance as may reasonably be liable required in order to ensure the proper and adequate defense of any such action, suit or proceeding; provided further, however, that an indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with counsel retained by the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the consent would be inappropriate because of the indemnified party, consent to entry of any judgment actual or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to potential differing interests between such indemnified party and any other party represented by such counsel. Neither party hereto shall make any settlement of a release from all any claim which might give rise to liability in respect of a Claimthe other party under the indemnification provisions contained herein without the written consent of such other party, which consent such other party covenants shall not be unreasonably withheld.

Notice of Claims. Promptly after receipt by an indemnified party of notice ---------------- notice of the commencement of any action or proceeding involving a Claim, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Agreement except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnifying party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of a Claim the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party arty of a release from all liability in respect of a Claim.

Notice of Claims. Promptly after receipt by an indemnified party Any Person entitled to indemnification under the provisions of ---------------- notice of the commencement of any action Sections 1.2.1 or proceeding involving a Claim, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, 1.2.2 shall (i) give written prompt notice to the latter of the commencement of such action, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Agreement except any claim with respect to which it seeks indemnification, and (ii) unless in the extent that opinion of counsel reasonably satisfactory to the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnifying party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of a Claim the such claim, permit such indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wishof such claim, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof(who shall not, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection except with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the consent of the indemnified party, consent be counsel to entry of any judgment or the indemnifying party); and if such defense is so assumed, such indemnifying party shall not enter into any settlement that does not include as an unconditional term thereof without the giving by consent of the claimant or plaintiff to such indemnified party if such settlement attributes liability to the indemnified party and such indemnifying party shall not be subject to any liability for any settlement made without its consent (which shall not be unreasonably withheld); and any underwriting agreement entered into with respect to any Registration Statement provided for under this Agreement shall so provide. In the event an indemnifying party shall not be entitled, or elects not, to assume the defense of a release from claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel for all liability parties indemnified by such indemnifying party in respect of such claim. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of a Claimparticipating Holder, its officers, directors or any Person, if any, who controls the Holder as aforesaid, and shall survive the transfer of such securities by the Holder.

Notice of Claims. etc. Promptly after receipt by an indemnified party of ---------------- notice of the commencement of any action or proceeding involving a Claimclaim referred to in Sections 5.3(a) and (b), such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Agreement Sections 5.3(a) or (b), except to the extent that the indemnifying party is actually and materially prejudiced by such failure to give notice. In case any such action is brought against an indemnifying indemnified party, unless in such indemnified party's reasonable judgment (i) a conflict of interest between such indemnified and indemnifying parties may exist in respect of a Claim such claim, or (ii) the indemnified party has available to it reasonable defenses which are different from or additional to those available to the indemnifying party, the indemnifying party shall be entitled to participate in and to assume the defense thereofof such action, jointly with any other indemnifying party similarly notified notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofof such action, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof of such action other than reasonable costs of investigation. Notwithstanding the foregoing, in any such action, any indemnified party shall have the right to retain its own counsel but the fees and disbursements of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party shall have failed to retain counsel for the indemnified party, or (ii) the indemnifying party and such indemnified party shall have mutually agreed to the retention of such counsel. It is understood that the indemnifying party shall not, in connection with any action or related actions in the same jurisdiction, be liable for the fees and disbursements of more than one separate firm qualified in such jurisdiction to act as counsel for the indemnified parties, unless in any indemnified party's reasonable judgment (i) a conflict of interest between such indemnified party and any other indemnified party may exist in respect of such claims, or (ii) the indemnified party has available to it reasonable defenses which are different from or additional to those available to another indemnified party. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement that which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of a Claimto such claim or litigation.

Notice of Claims. Promptly after receipt by an indemnified party of ---------------- notice of the commencement of any action or proceeding involving a Claim, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, An Indemnified Party shall give prompt written notice to the latter Indemnifying Party of any claim which might give rise to a claim by the Indemnified Party against the Indemnifying Party under Article 11. Such notice shall contain the nature and basis of the commencement claim and the actual or estimated amount thereof; provided, however, that failure to give such notice will not affect the obligation of the Indemnifying Party under Article 11 unless, and only to the extent that, the Indemnifying Party is actually prejudiced thereby. In the event 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 Indemnifying Party shall 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 the Indemnified Party); 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 the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate because of actual or potential differing interests between the Indemnified Party and the Indemnifying Party. In connection with any action, suit or proceeding subject to Article 11, Seller and each Member, on the one hand, and Buyer and Parent, on the other hand, agree to render to the other such assistance as may reasonably be required in order to ensure proper and adequate defense of such action, provided that suit or proceeding (including, without limitation, reasonable access to their respective employees (if required) and relevant books and records). Neither Seller or any Member, on the failure of any indemnified party to give notice as provided herein shall not relieve one hand, nor Buyer or Parent, on the indemnifying party of its obligations under this Agreement except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnifying partyother hand, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of a Claim the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the prior written consent of the indemnified partyother, which consent to entry shall not be unreasonably withheld or delayed, 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 judgment Affiliate thereof or enter into any (y) if such settlement that or compromise does not include as an irrevocable and unconditional term thereof release of the giving by the claimant other for any Liability arising out of such claim or plaintiff to such indemnified party of a release from all liability in respect of a Claimdemand.

Notice of Claims. Promptly after receipt by an indemnified party of ---------------- notice of the commencement of any action or proceeding involving a Claim, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Agreement except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnifying party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of a Claim the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of a Claim.

Notice of Claims. Promptly after receipt by an indemnified party of ---------------- notice of the commencement of any action or proceeding involving a Claim, such indemnified party will, if a claim in respect thereof is The Company and Cryocon each agree to be made against an indemnifying party, give prompt written notice to the latter other of any claim against the party giving notice which might give rise to a claim by it against the other party hereto based upon the indemnity provisions contained herein, stating the nature and basis of the commencement of such actionclaim and the actual or estimated amount thereof; provided, provided however, that the failure of any indemnified party to give such notice as provided herein shall will not relieve affect the obligation of the indemnifying party to provide indemnification in accordance with the provisions of its obligations under this Agreement except Section 10 unless, and only to the extent that the that, such indemnifying party is actually prejudiced by such failure to give noticethereby. In case the event that any such action action, suit or proceeding is brought against an indemnifying party, unless in such indemnified party's reasonable judgment a conflict any member of interest between such indemnified and indemnifying parties the Indemnified Cryocon Group or the Indemnified Company Group with respect to which any party hereto may exist in respect of a Claim have liability under the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofindemnification provisions contained herein, the indemnifying party shall not have the right, at its sole cost and expense, to defend such action in the name of or on behalf of the indemnified party and, in connection with any such action, suit or proceeding, the parties hereto agree to render to each other such assistance as may reasonably be liable required in order to ensure the proper and adequate defense of any such action, suit or proceeding; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with counsel retained by the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the consent would be inappropriate because of the indemnified party, consent to entry of any judgment actual or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to potential differing interests between such indemnified party and any other party represented by such counsel. Neither party hereto shall make any settlement of a release from all any claim which might give rise to liability in respect of a Claimthe other party under the indemnification provisions contained herein without the written consent of such other party, which consent such other party covenants shall not be unreasonably withheld.

Notice of Claims. Promptly after receipt by an indemnified party (a) Any Search Indemnified Party seeking indemnification hereunder shall give to the Indemnifying Party a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to any Claim and shall include in such Claim Notice (if then known) the amount or the method of ---------------- notice computation of the commencement amount of such Claim; provided, that a Claim Notice in respect of any action at law or proceeding involving suit in equity by or against a Claimthird person as to further, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided that the failure of any indemnified party to give such notice as provided herein shall not relieve the indemnifying party Indemnifying Party of its obligations under this Agreement hereunder except to the extent that the indemnifying party is actually it shall have been materially prejudiced by such failure failure. (b) After the giving of any Claim Notice pursuant hereto, the amount of indemnification to give noticewhich a Search Indemnified Party shall be entitled under this Section 10 shall be determined, to the extent feasible: (i) by the written agreement between the Search Indemnified Party and the Indemnifying Party; (ii) by a binding nonappealable award in an arbitration proceeding; (iii) by a final judgment or decree of any court of competent jurisdiction; or (iv) by any other means to which the Search Indemnified Party and the Indemnifying Party shall agree. In case any such action is brought against an indemnifying partyThe 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. Notwithstanding the foregoing, unless in such indemnified party's reasonable judgment a conflict the Indemnifying Parties dispute the coverage of interest between such indemnified and indemnifying parties may exist in respect of a the Claim by this Section 10, the indemnifying party Search Indemnified Party shall be entitled to participate in receive from the Escrow Fund its costs and to assume expenses incurred regarding investigating and defending any such Claim regardless of whether the defense thereof, jointly with any other indemnifying party similarly notified parties have agreed to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party exact amount of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter indemnification coverage as set forth above in connection with the defense thereof other than reasonable costs of investigationthis Section 10.2(b). No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of a Claim.10.3