Common use of Notice of Indemnification Clause in Contracts

Notice of Indemnification. In the event any legal proceeding shall be threatened or instituted or any claim or demand shall be asserted by any person in respect of which payment may be sought by one party hereto from the other party under the provisions of this Article XII or for breach of any of the representations and warranties set forth herein, the party seeking indemnification (the "Indemnitee") shall promptly cause written notice of the assertion of any such claim of which it has knowledge which is covered by this indemnity to be forwarded to the other party (the "Indemnitor"), which notice must be received by the Indemnitor no later than thirty (30) days after the expiration of the one year period described above in Section 12.5 (except for indemnification pertaining to representations, covenants and agreements referred to in Section 12.5 hereof as to which such one year limitation is not applicable). Any notice of a claim by reason of any of the representations, warranties or covenants contained in this Agreement shall state specifically the representation, warranty or covenant with respect to which the claim is made, the facts giving rise to an alleged basis for the claim, and the amount of the liability asserted against the Indemnitor by reason of the claim. Notwithstanding the foregoing, the failure of either the Purchaser or the Seller to give notice of any claim for indemnification in accordance with the foregoing provision shall not adversely affect such party's right to indemnity hereunder except to the extent that such failure adversely affects the right of the Indemnitor to assert any reasonable defense to such claim. The Indemnitor shall have thirty (30) Business Days following its receipt of such notice either (y) to acquiesce in such claim by giving the Indemnitee written notice of such acquiescence or (z) to object to the claim by giving Indemnitee written notice of the objection. If the Indemnitor does not object within such thirty (30) Business Days, the Indemnitee shall be entitled to be indemnified for all Damages reasonably and proximately incurred by Indemnitee in respect of such claim. If the Indemnitor objects to such claim in a timely manner, and the Indemnitee and the Indemnitor are unable to resolve their dispute within ten (10) Business Days following such objection (or such additional period of time as may be mutually agreed to by such parties), the claim shall be submitted immediately to arbitration pursuant to Section 12.8.

Notice of Indemnification. In the event any legal proceeding (an ------------------------- "Indemnity Claim") shall be threatened or instituted or any claim or demand shall be asserted by any person in respect of which payment may be sought by one party hereto from the other party under the provisions of this Article XII or for breach of any of the representations and warranties set forth hereinXIII, the party seeking indemnification (the "Indemnitee") shall promptly cause written notice of the assertion of any such claim of which it has knowledge which is covered by this indemnity to be forwarded to the other party (the "Indemnitor"), ) which notice in respect of any Indemnity Claims must be received by the Indemnitor prior to February 28, 2000; provided, however, that the time limitation in this sentence shall in no later than thirty (30way apply to indemnification pursuant to Sections 13.2(a)(viii) days after the expiration of the one year period described above in Section 12.5 (except for indemnification pertaining to representations, covenants and agreements referred to in Section 12.5 hereof as to which such one year limitation is not applicableor 13.2(a)(ix). Any notice of a claim by reason of any of the representations, warranties or covenants contained in this Agreement shall state specifically the representation, warranty or covenant with respect to which the claim Indemnity Claim is made, the facts giving rise to an alleged basis for the claim, and the amount of the liability asserted against the Indemnitor by reason of the claimIndemnity Claim. Notwithstanding the foregoing, the failure of either the Purchaser or the Seller to give notice of any claim for indemnification in accordance with the foregoing provision shall not adversely affect such party's right to indemnity hereunder except to the extent that such failure adversely affects the right Within fifteen (15) days of the Indemnitor to assert any reasonable defense to such claim. The Indemnitor shall have thirty (30) Business Days following its receipt of such notice either (y) to acquiesce in such claim by giving written notice, the Indemnitor shall notify the Indemnitee written notice in writing of such acquiescence its intent to contest its obligation to indemnify or reimburse under this Agreement (za "Contest") or to object to the claim by giving Indemnitee written notice of the objectionaccept liability hereunder. If the Indemnitor does not object respond within fifteen (15) days to such thirty (30) Business Dayswritten notice, the Indemnitee shall Indemnitor will be entitled deemed to be indemnified for all Damages reasonably and proximately incurred by Indemnitee in respect accept liability. In the event of such claim. If the Indemnitor objects to such claim in a timely mannerContest, and the Indemnitee and the Indemnitor are unable to resolve their dispute within ten (10) Business Days following such objection (or such additional period business days of time as may be mutually agreed to by such parties)the receipt of the written notice thereof, the claim parties will select an arbitrator and submit the dispute to binding arbitration in California. The arbitrator shall be selected by the mutual agreement of the parties. If the parties can not agree on an arbitrator, each may select one arbitrator and the two designated arbitrators shall select the third arbitrator. If the third arbitrator can not be agreed upon, the Federal District Court for the Southern District of California shall select the third arbitrator. A decision by the individual arbitrator or a majority decision by the three arbitrators shall be final and binding upon the parties. Such arbitration shall follow the rules of the American Arbitration Association and must be resolved by the arbitrators within thirty (30) days after the matter is submitted immediately to arbitration pursuant to Section 12.8arbitration.

Notice of Indemnification. In the event any legal proceeding shall be threatened or instituted or any claim or demand shall be asserted by any person in respect of which payment may be sought by one party hereto from the other party Parent or any Parent Representative or by the Company or any Company Representative, against the other, as the case may be (each an "Indemnitee"), under the provisions of this Article XII or for breach of any of the representations and warranties set forth hereinVIII (an "Indemnity Claim"), the party seeking indemnification (the "Indemnitee") Indemnitee shall promptly cause written notice of the assertion of any such claim Claim of which it has knowledge which is covered by this indemnity to be forwarded to the other party (Parent Representative, who shall be Xxxx Xxxxxxxx, or the "Indemnitor")Company, which notice must be received by as the Indemnitor no later than thirty (30) days after case may be, and the expiration of the one year period described above in Section 12.5 (except for indemnification pertaining to representations, covenants and agreements referred to in Section 12.5 hereof as to which such one year limitation is not applicable)Escrow Agent. Any notice of a claim an Indemnity Claim by reason of any of the representations, warranties or covenants contained in this Agreement shall state specifically the representation, warranty or covenant with respect to which the claim Indemnity Claim is made, the facts giving rise to an alleged basis for the claimClaim, and the amount of the liability asserted against the Indemnitor by reason of the claimIndemnity Claim. Notwithstanding the foregoing, the failure of either the Purchaser or the Seller to give notice of any claim for indemnification in accordance with the foregoing provision shall not adversely affect such party's right to indemnity hereunder except to the extent that such failure adversely affects the right Within ten (10) days of the Indemnitor to assert any reasonable defense to such claim. The Indemnitor shall have thirty (30) Business Days following its receipt of such notice either (y) to acquiesce in such claim by giving written notice, the Parent Representative or the Company, as the case may be, shall notify the Indemnitee written notice in writing of such acquiescence its intent to contest the indemnification obligation (a "Contest") or (z) to object to the claim by giving Indemnitee written notice of the objectionaccept liability hereunder. If the Indemnitor does not object within such thirty (30) Business DaysParent Representative or the Company, as the case may be, accepts liability, the Indemnitee Parent Representative, or the Company, as the case may be, will deliver a Notice to Escrow Agent that there is a determination of liability under Section 8.03 and the Escrow Agent shall be entitled instructed to be indemnified for all Damages reasonably and proximately incurred by Indemnitee in respect of such claimadjust the Parent Escrow Deposit or the Merger Consideration Escrow Deposit, as the case may be, further to the Escrow Agreement. If the Indemnitor objects to such claim in a timely mannerParent Representative or the Company, and as the Indemnitee and the Indemnitor are unable to resolve their dispute case may be, does not respond within ten (10) Business Days following days of the request of such objection (or written notice to such additional period of time as may be mutually agreed to by such parties)written notice, the claim Parent Representative or the Company, as the case may be, will be deemed to accept liability as it relates to the Parent Escrow Deposit or the Merger Consideration Escrow Deposit, as the case may be. In such event, the Indemnitee will deliver a Notice to the Escrow Agent that there is a determination of liability to this Section 8.03 and the Escrow Agent shall be instructed to adjust the Parent Escrow Deposit or the Merger Consideration Escrow Deposit, as the case may be, further to the Escrow Agreement. In the event of a Contest, within ten (10) days of the receipt of the written notice thereof, the parties will select arbitrators and submit the dispute to binding arbitration in California. The arbitrators shall be selected by the mutual agreement of the parties. If the parties can not agree on the arbitrator, each may select one arbitrator and the two designated arbitrators shall select the third arbitrator. If the third arbitrator can not be agreed upon, the Federal District Court for the Southern District of California shall select the third arbitrator. A decision by the individual arbitrator or a majority decision by the three arbitrators shall be final and binding upon the parties. Such arbitration shall follow the rules of the American Arbitration Association and must be resolved by the arbitrators within thirty (30) days after the matter is submitted immediately to arbitration. If the arbitration is ruled favorably for Parent so that there is a determination of a Loss, the Indemnitee will deliver a Notice to Escrow Agent that there is a determination of liability pursuant to this Section 12.88.03 and the Escrow Agent shall be instructed to adjust the Parent Escrow Deposit or the Merger Consideration Escrow Deposit, as the case may be, further to the Escrow Agreement.

Notice of Indemnification. In the event any legal proceeding shall be threatened or instituted or any claim or demand shall be asserted by any person in respect of which payment may be sought by one party hereto from the other party Parent or any Parent Representative or by the LLC or any Company Representative, against the other, as the case may be (each an "Indemnitee"), under the provisions of this Article XII or for breach of any of the representations and warranties set forth hereinXI (an "Indemnity Claim"), the party seeking indemnification (the "Indemnitee") Indemnitee shall promptly cause written notice of the assertion of any such claim Claim of which it has knowledge which is covered by this indemnity to be forwarded to the other party (Parent Representative, who shall be Mxxx XxXxxxxxx, or the "Indemnitor")LLC Representative, which notice must who shall be received by Ixxx Xxxxxx, as the Indemnitor no later than thirty (30) days after case may be, and the expiration of the one year period described above in Section 12.5 (except for indemnification pertaining to representations, covenants and agreements referred to in Section 12.5 hereof as to which such one year limitation is not applicable)Escrow Agent. Any notice of a claim an Indemnity Claim by reason of any of the representations, warranties or covenants contained in this Agreement shall state specifically the representation, warranty or covenant with respect to which the claim Indemnity Claim is made, the facts giving rise to an alleged basis for the claimClaim, and the amount of the liability asserted against the Indemnitor by reason of the claimIndemnity Claim. Notwithstanding the foregoing, the failure of either the Purchaser or the Seller to give notice of any claim for indemnification in accordance with the foregoing provision shall not adversely affect such party's right to indemnity hereunder except to the extent that such failure adversely affects the right Within ten (10) days of the Indemnitor to assert any reasonable defense to such claim. The Indemnitor shall have thirty (30) Business Days following its receipt of such notice either (y) to acquiesce in such claim by giving written notice, the Parent Representative or the LLC, as the case may be, shall notify the Indemnitee written notice in writing of such acquiescence its intent to contest the indemnification obligation (a "Contest") or (z) to object to the claim by giving Indemnitee written notice of the objectionaccept liability hereunder. If the Indemnitor does not object within such thirty (30) Business DaysParent Representative or the LLC, as the case may be, accepts liability, the Indemnitee Parent Representative, or the LLC, as the case may be, will deliver a Notice to Escrow Agent that there is a determination of liability under Section 10.03 and the Escrow Agent shall be entitled instructed to be indemnified for all Damages reasonably and proximately incurred by Indemnitee in respect of such claimadjust the Parent Escrow Deposit or the Merger Consideration Escrow Deposit, as the case may be, further to the Escrow Agreement. If the Indemnitor objects to such claim in a timely mannerParent Representative or the LLC, and as the Indemnitee and the Indemnitor are unable to resolve their dispute case may be, does not respond within ten (10) Business Days following days of the request of such objection (or written notice to such additional period of time as may be mutually agreed to by such parties)written notice, the claim Parent Representative or the LLC, as the case may be, will be deemed to accept liability as it relates to the Parent Escrow Deposit or the Merger Consideration Escrow Deposit, as the case may be. In such event, the Indemnitee will deliver a Notice to the Escrow Agent that there is a determination of liability to this Section 10.03 and the Escrow Agent shall be instructed to adjust the Parent Escrow Deposit or the Merger Consideration Escrow Deposit, as the case may be, further to the Escrow Agreement. In the event of a Contest, within ten (10) days of the receipt of the written notice thereof, the parties will select arbitrators and submit the dispute to binding arbitration in Nevada. The arbitrators shall be selected by the mutual agreement of the parties. If the parties cannot agree on the arbitrator, each may select one arbitrator and the two designated arbitrators shall select the third arbitrator. If the third arbitrator cannot be agreed upon, the Federal District Court for Nevada shall select the third arbitrator. A decision by the individual arbitrator or a majority decision by the three arbitrators shall be final and binding upon the parties. Such arbitration shall follow the rules of the American Arbitration Association and must be resolved by the arbitrators within thirty (30) days after the matter is submitted immediately to arbitration. If the arbitration is ruled favorably for Parent so that there is a determination of a Loss, the Indemnitee will deliver a Notice to Escrow Agent that there is a determination of liability pursuant to this Section 12.810.03 and the Escrow Agent shall be instructed to adjust the Parent Escrow Deposit or the Merger Consideration Escrow Deposit, as the case may be, further to the Escrow Agreement.

Notice of Indemnification. In the event any legal proceeding shall be threatened or instituted or any claim or demand shall be asserted by any person in respect of which payment may be sought by one party hereto from the other party Parent or any Parent Representative or by the Company or any Company Representative, against the other, as the case may be (each an "Indemnitee"), under the provisions of this Article XII or for breach of any of the representations and warranties set forth hereinVIII (an "Indemnity Claim"), the party seeking indemnification (the "Indemnitee") Indemnitee shall promptly cause written notice of the assertion of any such claim Claim of which it has knowledge which is covered by this indemnity to be forwarded to the other party (Parent Representative, who shall be Xx Xxxxxxxxx, or the "Indemnitor")Company Representative, which notice must who shall be received by Xxx Xxxx, as the Indemnitor no later than thirty (30) days after case may be, and the expiration of the one year period described above in Section 12.5 (except for indemnification pertaining to representations, covenants and agreements referred to in Section 12.5 hereof as to which such one year limitation is not applicable)Escrow Agent. Any notice of a claim an Indemnity Claim by reason of any of the representations, warranties or covenants contained in this Agreement shall state specifically the representation, warranty or covenant with respect to which the claim Indemnity Claim is made, the facts giving rise to an alleged basis for the claimClaim, and the amount of the liability asserted against the Indemnitor by reason of the claimIndemnity Claim. Notwithstanding the foregoing, the failure of either the Purchaser or the Seller to give notice of any claim for indemnification in accordance with the foregoing provision shall not adversely affect such party's right to indemnity hereunder except to the extent that such failure adversely affects the right Within ten (10) days of the Indemnitor to assert any reasonable defense to such claim. The Indemnitor shall have thirty (30) Business Days following its receipt of such notice either (y) to acquiesce in such claim by giving written notice, the Parent Representative or the Company, as the case may be, shall notify the Indemnitee written notice in writing of such acquiescence its intent to contest the indemnification obligation (a "Contest") or (z) to object to the claim by giving Indemnitee written notice of the objectionaccept liability hereunder. If the Indemnitor does not object within such thirty (30) Business DaysParent Representative or the Company, as the case may be, accepts liability, the Indemnitee Parent Representative, or the Company, as the case may be, will deliver a Notice to Escrow Agent that there is a determination of liability under Section 8.03 and the Escrow Agent shall be entitled instructed to be indemnified for all Damages reasonably and proximately incurred by Indemnitee in respect of such claimadjust the Parent Escrow Deposit or the Merger Consideration Escrow Deposit, as the case may be, further to the Escrow Agreement. If the Indemnitor objects to such claim in a timely mannerParent Representative or the Company, and as the Indemnitee and the Indemnitor are unable to resolve their dispute case may be, does not respond within ten (10) Business Days following days of the request of such objection (or written notice to such additional period of time as may be mutually agreed to by such parties)written notice, the claim Parent Representative or the Company, as the case may be, will be deemed to accept liability as it relates to the Parent Escrow Deposit or the Merger Consideration Escrow Deposit, as the case may be. In such event, the Indemnitee will deliver a Notice to the Escrow Agent that there is a determination of liability to this Section 8.03 and the Escrow Agent shall be instructed to adjust the Parent Escrow Deposit or the Merger Consideration Escrow Deposit, as the case may be, further to the Escrow Agreement. In the event of a Contest, within ten (10) days of the receipt of the written notice thereof, the parties will select arbitrators and submit the dispute to binding arbitration in California. The arbitrators shall be selected by the mutual agreement of the parties. If the parties can not agree on the arbitrator, each may select one arbitrator and the two designated arbitrators shall select the third arbitrator. If the third arbitrator can not be agreed upon, the Federal District Court for the Southern District of California shall select the third arbitrator. A decision by the individual arbitrator or a majority decision by the three arbitrators shall be final and binding upon the parties. Such arbitration shall follow the rules of the American Arbitration Association and must be resolved by the arbitrators within thirty (30) days after the matter is submitted immediately to arbitration. If the arbitration is ruled favorably for Parent so that there is a determination of a Loss, the Indemnitee will deliver a Notice to Escrow Agent that there is a determination of liability pursuant to this Section 12.88.03 and the Escrow Agent shall be instructed to adjust the Parent Escrow Deposit or the Merger Consideration Escrow Deposit, as the case may be, further to the Escrow Agreement.

Notice of Indemnification. In the event any legal proceeding shall be threatened or instituted or any claim or demand shall be asserted by any person in respect of which payment may be sought by one party hereto from the other party Parent or any Parent Representative or by the Company or any Company Representative, against the other, as the case may be (each an "Indemnitee"), under the provisions of this Article XII or for breach of any of the representations and warranties set forth hereinVIII (an "Indemnity Claim"), the party seeking indemnification (the "Indemnitee") Indemnitee shall promptly cause written notice of the assertion of any such claim Claim of which it has knowledge which is covered by this indemnity to be forwarded to the other party (Parent Representative, who shall be X. X. Xxxxx, or the "Indemnitor")Company Representative, which notice must who shall be received by Xxx Xxxxx and Xxx Xxxx, as the Indemnitor no later than thirty (30) days after case may be,and the expiration of the one year period described above in Section 12.5 (except for indemnification pertaining to representations, covenants and agreements referred to in Section 12.5 hereof as to which such one year limitation is not applicable). Escrow Agent.Any notice of a claim an Indemnity Claim by reason of any of the representations, warranties or covenants contained in this Agreement shall state specifically the representation, warranty or covenant with respect to which the claim Indemnity Claim is made, the facts giving rise to an alleged basis for the claimClaim, and the amount of the liability asserted against the Indemnitor by reason of the claimIndemnity Claim. Notwithstanding the foregoing, the failure of either the Purchaser or the Seller to give notice of any claim for indemnification in accordance with the foregoing provision shall not adversely affect such party's right to indemnity hereunder except to the extent that such failure adversely affects the right Within ten (10) days of the Indemnitor to assert any reasonable defense to such claim. The Indemnitor shall have thirty (30) Business Days following its receipt of such notice either (y) to acquiesce in such claim by giving written notice, the Parent Representative or the Company, as the case may be, shall notify the Indemnitee written notice in writing of such acquiescence its intent to contest the indemnification obligation (a "Contest") or (z) to object to the claim by giving Indemnitee written notice of the objectionaccept liability hereunder. If the Indemnitor does not object within such thirty (30) Business DaysParent Representative or the Company, as the case may be, accepts liability, the Indemnitee Parent Representative, or the Company, as the case may be, will deliver a Notice to Escrow Agent that there is a determination of liability under Section 8.03 and the Escrow Agent shall be entitled instructed to be indemnified for all Damages reasonably and proximately incurred by Indemnitee in respect of such claimadjust the Parent Escrow Deposit or the Merger Consideration Escrow Deposit, as the case may be, further to the Escrow Agreement. If the Indemnitor objects to such claim in a timely mannerParent Representative or the Company, and as the Indemnitee and the Indemnitor are unable to resolve their dispute case may be, does not respond within ten (10) Business Days following days of the request of such objection (or written notice to such additional period of time as may be mutually agreed to by such parties)written notice, the claim Parent Representative or the Company, as the case may be, will be deemed to accept liability as it relates to the Parent Escrow Deposit or the Merger Consideration Escrow Deposit, as the case may be. In such event, the Indemnitee will deliver a Notice to the Escrow Agent that there is a determination of liability to this Section 8.03 and the Escrow Agent shall be instructed to adjust the Parent Escrow Deposit or the Merger Consideration Escrow Deposit, as the case may be, further to the Escrow Agreement. In the event of a Contest, within ten (10) days of the receipt of the written notice thereof, the parties will select arbitrators and submit the dispute to binding arbitration in California. The arbitrators shall be selected by the mutual agreement of the parties. If the parties can not agree on the arbitrator, each may select one arbitrator and the two designated arbitrators shall select the third arbitrator. If the third arbitrator can not be agreed upon, the Federal District Court for the Southern District of California shall select the third arbitrator. A decision by the individual arbitrator or a majority decision by the three arbitrators shall be final and binding upon the parties. Such arbitration shall follow the rules of the American Arbitration Association and must be resolved by the arbitrators within thirty (30) days after the matter is submitted immediately to arbitration. If the arbitration is ruled favorably for Parent so that there is a determination of a Loss, the Indemnitee will deliver a Notice to Escrow Agent that there is a determination of liability pursuant to this Section 12.88.03 and the Escrow Agent shall be instructed to adjust the Parent Escrow Deposit or the Merger Consideration Escrow Deposit, as the case may be, further to the Escrow Agreement.

Notice of Indemnification. In the event any legal proceeding shall be threatened or instituted or any claim or demand shall be asserted by any person in respect of which payment may be sought by one party hereto from the other party Parent, Sub or any Parent Representative (each an "Indemnitee") under the provisions of this Article XII or for breach of any of the representations and warranties set forth hereinVIII (an "Indemnity Claim"), the party seeking indemnification (the "Indemnitee") Indemnitee shall promptly cause written notice of the assertion of any such claim Claim of which it has knowledge which is covered by this indemnity to be forwarded to the other party (Company Representative and the "Indemnitor"), which notice must be received by the Indemnitor no later than thirty (30) days after the expiration of the one year period described above in Section 12.5 (except for indemnification pertaining to representations, covenants and agreements referred to in Section 12.5 hereof as to which such one year limitation is not applicable)Escrow Agent. Any notice of a claim an Indemnity Claim by reason of any of the representations, warranties or covenants contained in this Agreement shall state specifically the representation, warranty or covenant with respect to which the claim Indemnity Claim is made, the facts giving rise to an alleged basis for the claimClaim, and the amount of the liability asserted against the Indemnitor by reason of the claimIndemnity Claim. Notwithstanding the foregoing, the failure of either the Purchaser or the Seller to give notice of any claim for indemnification in accordance with the foregoing provision shall not adversely affect such party's right to indemnity hereunder except to the extent that such failure adversely affects the right Within ten (10) days of the Indemnitor to assert any reasonable defense to such claim. The Indemnitor shall have thirty (30) Business Days following its receipt of such notice either (y) to acquiesce in such claim by giving written notice, the Company Representative shall notify the Indemnitee written notice in writing of such acquiescence its intent to contest the indemnification obligation (a "Contest") or (z) to object to the claim by giving Indemnitee written notice of the objectionaccept liability hereunder. If the Indemnitor does not object within such thirty (30) Business DaysCompany Representative accepts liability, the Indemnitee Parent will deliver a Notice to Escrow Agent that there is a determination of liability under Section 8.03 and the Escrow Agent shall be entitled instructed to be indemnified for all Damages reasonably and proximately incurred by Indemnitee in respect of such claimadjust the Escrow Deposit further to the Escrow Agreement. If the Indemnitor objects to such claim in a timely manner, and the Indemnitee and the Indemnitor are unable to resolve their dispute Company Representative does not respond within ten (10) Business Days following days of the request of such objection (or written notice to such additional period of time as may be mutually agreed to by such parties)written notice, the claim Company Representative will be deemed to accept liability as it relates to the Escrow Deposit. In such event, the Parent will deliver a Notice to the Escrow Agent that there is a determination of liability to this Section 8.03 and the Escrow Agent shall be instructed to adjust the Escrow Deposit further to the Escrow Agreement. In the event of a Contest, within ten (10) days of the receipt of the written notice thereof, the parties will select arbitrators and submit the dispute to binding arbitration in California. The arbitrators shall be selected by the mutual agreement of the parties. If the parties can not agree on the arbitrator, each may select one arbitrator and the two designated arbitrators shall select the third arbitrator. If the third arbitrator can not be agreed upon, the Federal District Court for the Southern District of California shall select the third arbitrator. A decision by the individual arbitrator or a majority decision by the three arbitrators shall be final and binding upon the parties. Such arbitration shall follow the rules of the American Arbitration Association and must be resolved by the arbitrators within thirty (30) days after the matter is submitted immediately to arbitration. If the arbitration is ruled favorably for Parent so that there is a determination of a Loss, the Parent will deliver a Notice to Escrow Agent that there is a determination of liability pursuant to this Section 12.88.03 and the Escrow Agent shall be instructed to adjust the Escrow Deposit further to the Escrow Agreement.

Notice of Indemnification. In the event any legal proceeding shall be threatened or instituted or any claim or demand shall be asserted by any person in respect of which payment may be sought by one party hereto from the other party Parent or any Parent Representative or by the Company or any Company Representative, against the other, as the case may be (each an “Indemnitee”), under the provisions of this Article XII or for breach of any of the representations and warranties set forth hereinVIII (an “Indemnity Claim”), the party seeking indemnification (the "Indemnitee") Indemnitee shall promptly cause written notice of the assertion of any such claim Claim of which it has knowledge which is covered by this indemnity to be forwarded to the other party (Parent, or the "Indemnitor")Company, which notice must be received by as the Indemnitor no later than thirty (30) days after the expiration of the one year period described above in Section 12.5 (except for indemnification pertaining to representations, covenants and agreements referred to in Section 12.5 hereof as to which such one year limitation is not applicable)case may be. Any notice of a claim an Indemnity Claim by reason of any of the representations, warranties or covenants contained in this Agreement shall state specifically the representation, warranty or covenant with respect to which the claim Indemnity Claim is made, the facts giving rise to an alleged basis for the claimClaim, and the amount of the liability asserted against the Indemnitor by reason of the claimIndemnity Claim. Notwithstanding the foregoing, the failure of either the Purchaser or the Seller to give notice of any claim for indemnification in accordance with the foregoing provision shall not adversely affect such party's right to indemnity hereunder except to the extent that such failure adversely affects the right Within ten (10) business days of the Indemnitor to assert any reasonable defense to such claim. The Indemnitor shall have thirty (30) Business Days following its receipt of such notice either (y) to acquiesce in such claim by giving written notice, the Parent or the Company, as the case may be, shall notify the Indemnitee written notice in writing of such acquiescence its intent to contest the indemnification obligation (a “Contest”) or (z) to object to the claim by giving Indemnitee written notice of the objectionaccept liability hereunder. If the Indemnitor Parent or the Company, as the case may be, does not object within such thirty (30) Business Days, the Indemnitee shall be entitled to be indemnified for all Damages reasonably and proximately incurred by Indemnitee in respect of such claim. If the Indemnitor objects to such claim in a timely manner, and the Indemnitee and the Indemnitor are unable to resolve their dispute respond within ten (10) Business Days following days of the request of such objection (or written notice to such additional period of time as may be mutually agreed to by such parties)written notice, the claim Parent or the Company, as the case may be, will be deemed to accept liability as set forth in the notice. In the event of a Contest, within ten (10) days of the receipt of the written notice thereof, the parties will select arbitrators and submit the dispute to binding arbitration before the American Arbitration Association at a venue to be located in New York City. The arbitrators shall be selected by the mutual agreement of the parties. If the parties can not agree on the arbitrator, each may select one arbitrator and the two designated arbitrators shall select the third arbitrator. If the third arbitrator can not be agreed upon, the American Arbitration Association in New York shall select the third arbitrator. A decision by the individual arbitrator or a majority decision by the three arbitrators shall be final and binding upon the parties. Such arbitration shall follow the rules of the American Arbitration Association and must be resolved by the arbitrators within thirty (30) days after the matter is submitted immediately to arbitration pursuant to Section 12.8arbitration.

Notice of Indemnification. In the event any legal proceeding (an "Indemnity Claim") shall be threatened or instituted or any claim or demand shall be asserted by any person in respect of which payment may be sought by one party hereto from the other party under the provisions of this Article XII or for breach of any of the representations and warranties set forth hereinVIII, the party seeking indemnification (the "Indemnitee") shall promptly cause written notice of the assertion of any such claim of which it has knowledge which is covered by this indemnity to be forwarded to the other party (the "Indemnitor"), which notice must be received by the Indemnitor no later than thirty (30) days after the expiration of the one year period described above in Section 12.5 (except for indemnification pertaining to representations, covenants and agreements referred to in Section 12.5 hereof as to which such one year limitation is not applicable). Any notice of a claim by reason of any of the representations, warranties or covenants contained in this Agreement shall state specifically the representation, warranty or covenant with respect to which the claim Indemnity Claim is made, the facts giving rise to an alleged basis for the claimClaim, and the amount of the liability asserted against the Indemnitor by reason of the claimIndemnity Claim. Notwithstanding the foregoing, the failure of either the Purchaser or the Seller to give notice of any claim for indemnification in accordance with the foregoing provision shall not adversely affect such party's right to indemnity hereunder except to the extent that such failure adversely affects the right Within ten (10) days of the Indemnitor to assert any reasonable defense to such claim. The Indemnitor shall have thirty (30) Business Days following its receipt of such notice either (y) to acquiesce in such claim by giving written notice, the Indemnitor shall notify the Indemnitee written notice in writing of such acquiescence its intent to contest its obligation to indemnify or reimburse under this Agreement (za "Contest") or to object to the claim by giving Indemnitee written notice of the objectionaccept liability hereunder. If the Indemnitor does not object within such thirty (30) Business Days, the Indemnitee shall be entitled to be indemnified for all Damages reasonably and proximately incurred by Indemnitee in respect of such claim. If the Indemnitor objects to such claim in a timely manner, and the Indemnitee and the Indemnitor are unable to resolve their dispute respond within ten (10) Business Days following days to such objection (or such additional period of time as may be mutually agreed to by such parties)written notice, the claim Indemnitor will be deemed to accept liability. In the event of a Contest, within ten (10) days of the receipt of the written notice thereof, the parties will select arbitrators and submit the dispute to binding arbitration in California. The arbitrators shall be selected by the mutual agreement of the parties. If the parties can not agree on the arbitrator, each may select one arbitrator and the two designated arbitrators shall select the third arbitrator. If the third arbitrator can not be agreed upon, the Federal District Court in the Company's jurisdiction shall select the third arbitrator. A decision by the individual arbitrator or a majority decision by the three arbitrators shall be final and binding upon the parties. Such arbitration shall follow the rules of the American Arbitration Association and must be resolved by the arbitrators within thirty (30) days after the mater is submitted immediately to arbitration pursuant to Section 12.8arbitration.

Notice of Indemnification. In the event any legal proceeding (an “Indemnity Claim”) shall be threatened or instituted or any claim or demand shall be asserted by any person in respect of which payment may be sought by one party hereto from the other party under the provisions of this Article XII or for breach of any of the representations and warranties set forth hereinVIII, the party seeking indemnification (the "“Indemnitee"”) shall promptly cause written notice of the assertion of any such claim of which it has knowledge which is covered by this indemnity to be forwarded to the other party (the "“Indemnitor"), which notice must be received by the Indemnitor no later than thirty (30) days after the expiration of the one year period described above in Section 12.5 (except for indemnification pertaining to representations, covenants and agreements referred to in Section 12.5 hereof as to which such one year limitation is not applicable”). Any notice of a claim by reason of any of the representations, warranties or covenants contained in this Agreement shall state specifically the representation, warranty or covenant with respect to which the claim Indemnity Claim is made, the facts giving rise to an alleged basis for the claimClaim, and the amount of the liability asserted against the Indemnitor by reason of the claimIndemnity Claim. Notwithstanding the foregoing, the failure of either the Purchaser or the Seller to give notice of any claim for indemnification in accordance with the foregoing provision shall not adversely affect such party's right to indemnity hereunder except to the extent that such failure adversely affects the right of the Indemnitor to assert any reasonable defense to such claim. The Indemnitor shall have Within thirty (30) Business Days following its days of the receipt of such notice either (y) to acquiesce in such claim by giving written notice, the Indemnitor shall notify the Indemnitee written notice in writing of such acquiescence its intent to contest its obligation to indemnify or reimburse under this Agreement (za “Contest”) or to object to the claim by giving Indemnitee written notice of the objectionaccept liability hereunder. If the Indemnitor does not object respond within such thirty (30) Business Daysdays to such written notice, the Indemnitee shall Indemnitor will be entitled deemed to be indemnified for all Damages reasonably and proximately incurred by Indemnitee in respect accept liability. In the event of such claim. If the Indemnitor objects to such claim in a timely mannerContest, and the Indemnitee and the Indemnitor are unable to resolve their dispute within ten (10) Business Days following such objection (or such additional period days of time as may be mutually agreed to by such parties)the receipt of the written notice thereof, the claim parties will select arbitrators and submit the dispute to binding arbitration in Texas. The arbitrators shall be submitted immediately to selected by the mutual agreement of the parties. If the parties cannot agree on the arbitrators, each may select one arbitrator and the two designated arbitrators shall select the third arbitrator. If the third arbitrator can not be agreed upon, the Federal District Court for the Western District of Texas shall select the third arbitrator. A decision by the individual arbitrator or a majority decision by the three arbitrators shall be final and binding upon the parties. Such arbitration pursuant to Section 12.8shall follow the rules of the American Arbitration Association.

Notice of Indemnification. In the event any legal proceeding shall be threatened or instituted or any claim or demand shall be asserted by any person in respect of which payment may be sought by one party hereto from ADISN or any ADISN Representative or by CGI or any CGI Representative, against the other party other, as the case may be (each an “Indemnitee”), under the provisions of this Article XII or for breach of any of the representations and warranties set forth hereinSection 10(c) (an “Indemnity Claim”), the party seeking indemnification (the "Indemnitee") Indemnitee shall promptly cause written notice of the assertion of any such claim Claim of which it has knowledge which is covered by this indemnity to be forwarded to the other party (the "Indemnitor")ADISN Representative, which notice must who shall be received by the Indemnitor no later than thirty (30) days after the expiration of the one year period described above in Section 12.5 (except for indemnification pertaining to representationsXxxxxx Xxxxx, covenants and agreements referred to in Section 12.5 hereof as to which such one year limitation is not applicable)or CGI. Any notice of a claim an Indemnity Claim by reason of any of the representations, warranties or covenants contained in this Agreement shall state specifically the representation, warranty or covenant with respect to which the claim Indemnity Claim is made, the facts giving rise to an alleged basis for the claimClaim, and the amount of the liability asserted against the Indemnitor by reason of the claimIndemnity Claim. Notwithstanding the foregoing, the failure of either the Purchaser or the Seller to give notice of any claim for indemnification in accordance with the foregoing provision shall not adversely affect such party's right to indemnity hereunder except to the extent that such failure adversely affects the right Within ten (10) days of the Indemnitor to assert any reasonable defense to such claim. The Indemnitor shall have thirty (30) Business Days following its receipt of such notice either (y) to acquiesce in such claim by giving written notice, the ADISN Representative or CGI, as the case may be, shall notify the Indemnitee written notice in writing of such acquiescence its intent to contest the indemnification obligation (a “Contest”) or (z) to object to the claim by giving Indemnitee written notice of the objectionaccept liability hereunder. If the Indemnitor ADISN Representative or CGI, as the case may be, does not object within such thirty (30) Business Days, the Indemnitee shall be entitled to be indemnified for all Damages reasonably and proximately incurred by Indemnitee in respect of such claim. If the Indemnitor objects to such claim in a timely manner, and the Indemnitee and the Indemnitor are unable to resolve their dispute respond within ten (10) Business Days following days of the request of such objection (or written notice to such additional period of time as may be mutually agreed to by such parties)written notice, the claim ADISN Representative or CGI, as the case may be, will be deemed to accept liability. In such event, the Indemnitee will deliver a Notice to the ADISN that there is a determination of liability to Section 10(c) and 10(d). In the event of a Contest, within ten (10) days of the receipt of the written notice thereof, the parties will select arbitrators and submit the dispute to binding arbitration before the American Arbitration Association at a venue to be located in Los Angeles, California. The arbitrators shall be selected by the mutual agreement of the parties. If the parties cannot agree on the arbitrator, each may select one arbitrator and the two designated arbitrators shall select the third arbitrator. If the third arbitrator cannot be agreed upon, the American Arbitration Association in California shall select the third arbitrator. A decision by the individual arbitrator or a majority decision by the three arbitrators shall be final and binding upon the parties. Such arbitration shall follow the rules of the American Arbitration Association and must be resolved by the arbitrators within thirty (30) days after the matter is submitted immediately to arbitration pursuant to Section 12.8arbitration.

Notice of Indemnification. In the event any legal proceeding shall be threatened or instituted or any claim or demand shall be asserted by any person in respect of which payment may be sought by one party hereto from the other party Parent or any Parent Representative or by the Company or any Company Representative, against the other, as the case may be (each an "Indemnitee"), under the provisions of this Article XII or for breach of any of the representations and warranties set forth hereinVIII (an "Indemnity Claim"), the party seeking indemnification (the "Indemnitee") Indemnitee shall promptly cause written notice of the assertion of any such claim Claim of which it has knowledge which is covered by this indemnity to be forwarded to the other party (Parent Representative, who shall be Jxxx X. X'Xxxx, or the "Indemnitor"), which notice must be received by the Indemnitor no later than thirty (30) days after the expiration of the one year period described above in Section 12.5 (except for indemnification pertaining to representations, covenants and agreements referred to in Section 12.5 hereof as to which such one year limitation is not applicable)Company. Any notice of a claim an Indemnity Claim by reason of any of the representations, warranties or covenants contained in this Agreement shall state specifically the representation, warranty or covenant with respect to which the claim Indemnity Claim is made, the facts giving rise to an alleged basis for the claimClaim, and the amount of the liability asserted against the Indemnitor by reason of the claimIndemnity Claim. Notwithstanding the foregoing, the failure of either the Purchaser or the Seller to give notice of any claim for indemnification in accordance with the foregoing provision shall not adversely affect such party's right to indemnity hereunder except to the extent that such failure adversely affects the right Within ten (10) days of the Indemnitor to assert any reasonable defense to such claim. The Indemnitor shall have thirty (30) Business Days following its receipt of such notice either (y) to acquiesce in such claim by giving written notice, the Parent Representative or the Company, as the case may be, shall notify the Indemnitee written notice in writing of such acquiescence its intent to contest the indemnification obligation (a "Contest") or (z) to object to the claim by giving Indemnitee written notice of the objectionaccept liability hereunder. If the Indemnitor Parent Representative or the Company, as the case may be, does not object within such thirty (30) Business Days, the Indemnitee shall be entitled to be indemnified for all Damages reasonably and proximately incurred by Indemnitee in respect of such claim. If the Indemnitor objects to such claim in a timely manner, and the Indemnitee and the Indemnitor are unable to resolve their dispute respond within ten (10) Business Days following days of the request of such objection (or written notice to such additional period of time as may be mutually agreed to by such parties)written notice, the claim Parent Representative or the Company, as the case may be, will be deemed to accept liability as it relates to the Merger Consideration. In such event, the Indemnitee will deliver a Notice to the Parent that there is a determination of liability to this Section 8.03 and the Parent shall be instructed to adjust the Merger Consideration. In the event of a Contest, within ten (10) days of the receipt of the written notice thereof, the parties will select arbitrators and submit the dispute to binding arbitration before the American Arbitration Association at a venue to be located in New York City. The arbitrators shall be selected by the mutual agreement of the parties. If the parties can not agree on the arbitrator, each may select one arbitrator and the two designated arbitrators shall select the third arbitrator. If the third arbitrator can not be agreed upon, the American Arbitration Association in New York shall select the third arbitrator. A decision by the individual arbitrator or a majority decision by the three arbitrators shall be final and binding upon the parties. Such arbitration shall follow the rules of the American Arbitration Association and must be resolved by the arbitrators within thirty (30) days after the matter is submitted immediately to arbitration. If the arbitration is ruled favorably for Parent so that there is a determination of a Loss, the Indemnitee will deliver a Notice to Parent that there is a determination of liability pursuant to this Section 12.88.03 and the Parent shall adjust the Merger Consideration Deposit accordingly.

Notice of Indemnification. In the event any legal proceeding shall be threatened or instituted or any claim or demand shall be asserted by any person in respect of which payment may be sought by one party hereto from Cayman Zhongtian or any Cayman Zhongtian Representative or by the other party Company or any Company Representative, against the other, as the case may be (each an “Indemnitee”), under the provisions of this Article XII or for breach of any of the representations and warranties set forth hereinVIII (an “Indemnity Claim”), the party seeking indemnification (the "Indemnitee") Indemnitee shall promptly cause written notice of the assertion of any such claim Claim of which it has knowledge which is covered by this indemnity to be forwarded to Cayman Zhongtian Representative, who shall be KAEYO Investments Ltd., 0 Xxxxxxxxx Xxxxxx, Xx'xxxxx 00000, Xxxxxx, or the other party (Company, as the "Indemnitor"), which notice must be received by the Indemnitor no later than thirty (30) days after the expiration of the one year period described above in Section 12.5 (except for indemnification pertaining to representations, covenants and agreements referred to in Section 12.5 hereof as to which such one year limitation is not applicable)case may be. Any notice of a claim an Indemnity Claim by reason of any of the representations, warranties or covenants contained in this Agreement shall state specifically the representation, warranty or covenant with respect to which the claim Indemnity Claim is made, the facts giving rise to an alleged basis for the claim, Claim; and the amount of the liability asserted against the Indemnitor by reason of the claimIndemnity Claim. Notwithstanding the foregoing, the failure of either the Purchaser or the Seller to give notice of any claim for indemnification in accordance with the foregoing provision shall not adversely affect such party's right to indemnity hereunder except to the extent that such failure adversely affects the right Within ten (10) days of the Indemnitor to assert any reasonable defense to such claim. The Indemnitor shall have thirty (30) Business Days following its receipt of such notice either (y) to acquiesce in such claim by giving written notice, Cayman Zhongtian Representative or the Company, as the case may be, shall notify the Indemnitee written notice in writing of such acquiescence its intent to contest the indemnification obligation (a “Contest”) or (z) to object to the claim by giving Indemnitee written notice of the objectionaccept liability hereunder. If Cayman Zhongtian Representative or the Indemnitor Company, as the case may be, does not object within such thirty (30) Business Days, the Indemnitee shall be entitled to be indemnified for all Damages reasonably and proximately incurred by Indemnitee in respect of such claim. If the Indemnitor objects to such claim in a timely manner, and the Indemnitee and the Indemnitor are unable to resolve their dispute respond within ten (10) Business Days following days of the request of such objection (written notice to such written notice, Cayman Zhongtian Representative or the Company, as the case may be, will be deemed to accept liability as it relates to the Exchange Consideration. In such additional period of time as may be mutually agreed to by such parties)event, the claim Indemnitee will deliver a Notice to Cayman Zhongtian that there is a determination of liability to this Section 8.03 and Cayman Zhongtian shall be instructed to adjust the Exchange Consideration. In the event of a Contest, within ten (10) days of the receipt of the written notice thereof, the parties will select arbitrators and submit the dispute to binding arbitration at a venue to be located in Cayman Islands. The arbitrators shall be selected by the mutual agreement of the parties. If the parties can not agree on the arbitrator, each may select one arbitrator and the two designated arbitrators shall select the third arbitrator. If the third arbitrator can not be agreed upon, the proper arbitration authority in Cayman Islands shall select the third arbitrator. A decision by the individual arbitrator or a majority decision by the three arbitrators shall be final and binding upon the parties. Such arbitration shall follow the laws of the State of New York and must be resolved by the arbitrators within thirty (30) days after the matter is submitted immediately to arbitration. If the arbitration is ruled favorably for Cayman Zhongtian so that there is a determination of a Loss, the Indemnitee will deliver a Notice to Cayman Zhongtian that there is a determination of liability pursuant to this Section 12.88.03 and Cayman Zhongtian shall adjust the Exchange Consideration deposit accordingly.

Notice of Indemnification. In the event any legal proceeding shall be threatened or instituted or any claim or demand shall be asserted by any person in respect of which payment may be sought by one party hereto from the other party Parent or any Parent Representative or by the Company or any Company Representative, against the other, as the case may be (each an "Indemnitee"), under the provisions of this Article XII or for breach of any of the representations and warranties set forth hereinVIII (an "Indemnity Claim"), the party seeking indemnification (the "Indemnitee") Indemnitee shall promptly cause written notice of the assertion of any such claim Claim of which it has knowledge which is covered by this indemnity to be forwarded to the other party (Parent Representative, who shall be Xxxxxxxxx Xxxxxxx Barrza, or the "Indemnitor")Company Representative, which notice must who shall be received by Xxxx Xxxxxxxxxx, as the Indemnitor no later than thirty (30) days after case may be, and the expiration of the one year period described above in Section 12.5 (except for indemnification pertaining to representations, covenants and agreements referred to in Section 12.5 hereof as to which such one year limitation is not applicable)Escrow Agent. Any notice of a claim an Indemnity Claim by reason of any of the representations, warranties or covenants contained in this Agreement shall state specifically the representation, warranty or covenant with respect to which the claim Indemnity Claim is made, the facts giving rise to an alleged basis for the claimClaim, and the amount of the liability asserted against the Indemnitor by reason of the claimIndemnity Claim. Notwithstanding the foregoing, the failure of either the Purchaser or the Seller to give notice of any claim for indemnification in accordance with the foregoing provision shall not adversely affect such party's right to indemnity hereunder except to the extent that such failure adversely affects the right Within ten (10) days of the Indemnitor to assert any reasonable defense to such claim. The Indemnitor shall have thirty (30) Business Days following its receipt of such notice either (y) to acquiesce in such claim by giving written notice, the Parent Representative or the Company, as the case may be, shall notify the Indemnitee written notice in writing of such acquiescence its intent to contest the indemnification obligation (a "Contest") or (z) to object to the claim by giving Indemnitee written notice of the objectionaccept liability hereunder. If the Indemnitor does not object within such thirty (30) Business DaysParent Representative accepts liability, the Indemnitee Parent Representative will deliver a Notice to Escrow Agent that there is a determination of liability under Section 8.03 and the Escrow Agent shall be entitled instructed to be indemnified for all Damages reasonably and proximately incurred by Indemnitee adjust the Parent Escrow Deposit as provided in respect of such claimSection 8.04. If the Indemnitor objects Parent Representative does not respond to such claim in a timely manner, and the Indemnitee and the Indemnitor are unable to resolve their dispute Indemnity Claim within ten (10) Business Days following such objection (or such additional period of time as may be mutually agreed to by such parties)days, the claim Parent Representative will be deemed to accept liability to the extent the amount of the Indemnity Claim is covered by the Parent Escrow Deposit. In such event, the Indemnitee will deliver a Notice to the Escrow Agent that there is a determination of liability under this Section 8.03 and the Escrow Agent shall be instructed to adjust the Parent Escrow Deposit as set forth in Section 8.04. In the event of a Contest, or if the amount of the Company's Indemnity Claim exceeds the Parent Escrow Deposit, within ten (10) days of the receipt of the written notice thereof, the parties will select arbitrators and submit the dispute to binding arbitration in Florida. The arbitrators shall be selected by the mutual agreement of the parties. If the parties can not agree on the arbitrator, each may select one arbitrator and the two designated arbitrators shall select the third arbitrator. If the third arbitrator can not be agreed upon, the Federal District Court for the Middle District of Florida shall select the third arbitrator. A decision by the individual arbitrator or a majority decision by the three arbitrators shall be final and binding upon the parties. Such arbitration shall follow the rules of the American Arbitration Association and must be resolved by the arbitrators within thirty (30) days after the matter is submitted immediately to arbitration. If the arbitration is ruled favorably for the Company so that there is a determination of a Loss, the Indemnitee will deliver a Notice to Escrow Agent that there is a determination of liability pursuant to this Section 12.88.03 and the Escrow Agent shall be instructed to adjust the Parent Escrow Deposit as provided in Section 8.04.

Notice of Indemnification. In the event any legal proceeding shall be threatened or instituted or any claim or demand shall be asserted by any person in respect of which payment may be sought by one party hereto from Xxxxx Xxxxxxx, Accend or any Accend Representative or by Cloud Star or any Cloud Star Representative, against the other party other, as the case may be (each an "Indemnitee"), under the provisions of this Article XII or for breach of any of the representations and warranties set forth hereinVIII (an "Indemnity Claim"), the party seeking indemnification (the "Indemnitee") Indemnitee shall promptly cause written notice of the assertion of any such claim Claim of which it has knowledge which is covered by this indemnity to be forwarded to the other party (Accend Representative, who shall be Xxxxx Xxxxxxx, or the "Indemnitor")Cloud Star Representative, which notice must who shall be received by Xxxx Xxxxxxxxxx, as the Indemnitor no later than thirty (30) days after case may be, and the expiration of the one year period described above in Section 12.5 (except for indemnification pertaining to representations, covenants and agreements referred to in Section 12.5 hereof as to which such one year limitation is not applicable)Escrow Agent. Any notice of a claim an Indemnity Claim by reason of any of the representations, warranties or covenants contained in this Agreement shall state specifically the representation, warranty or covenant with respect to which the claim Indemnity Claim is made, the facts giving rise to an alleged basis for the claimClaim, and the amount of the liability asserted against the Indemnitor by reason of the claimIndemnity Claim. Notwithstanding the foregoing, the failure of either the Purchaser or the Seller to give notice of any claim for indemnification in accordance with the foregoing provision shall not adversely affect such party's right to indemnity hereunder except to the extent that such failure adversely affects the right Within ten (10) days of the Indemnitor to assert any reasonable defense to such claim. The Indemnitor shall have thirty (30) Business Days following its receipt of such notice either (y) to acquiesce in such claim by giving written notice, Xxxxx Xxxxxxx, Accend Representative or Cloud Star, as the case may be, shall notify the Indemnitee written notice in writing of such acquiescence its intent to contest the indemnification obligation (a "Contest") or (z) to object accept liability hereunder. If Xxxxx Xxxxxxx, the Accend Representative or Cloud Star, as the case may be, accepts liability, the Accend Representative, or Cloud Star, as the case may be, will deliver a Notice to Escrow Agent that there is a determination of liability under Section 8.03 and the Escrow Agent shall be instructed to adjust the Xxxxx Xxxxxxx Escrow Deposit or the Merger Consideration Escrow Deposit, as the case may be, further to the claim by giving Indemnitee written notice of the objectionEscrow Agreement. If Xxxxx Xxxxxxx, the Indemnitor Accend Representative or Cloud Star, as the case may be, does not object within such thirty (30) Business Days, the Indemnitee shall be entitled to be indemnified for all Damages reasonably and proximately incurred by Indemnitee in respect of such claim. If the Indemnitor objects to such claim in a timely manner, and the Indemnitee and the Indemnitor are unable to resolve their dispute respond within ten (10) Business Days following days of the request of such objection (or written notice to such additional period of time as may be mutually agreed to by such parties)written notice, Xxxxx Xxxxxxx, the claim Accend Representative or Cloud Star, as the case may be, will be deemed to accept liability as it relates to the Xxxxx Xxxxxxx’x Escrow Deposit or the Merger Consideration Escrow Deposit, as the case may be. In such event, the Indemnitee will deliver a Notice to the Escrow Agent that there is a determination of liability to this Section 8.03 and the Escrow Agent shall be instructed to adjust the Escrow Deposit or the Merger Consideration Escrow Deposit, as the case may be, further to the Escrow Agreement. In the event of a Contest, within ten (10) days of the receipt of the written notice thereof, the parties will select arbitrators and submit the dispute to binding arbitration in Nevada. The arbitrators shall be selected by the mutual agreement of the parties. If the parties cannot agree on the arbitrator, each may select one arbitrator and the two designated arbitrators shall select the third arbitrator. If the third arbitrator cannot be agreed upon, the Federal District Court for the Southern District of Nevada shall select the third arbitrator. A decision by the individual arbitrator or a majority decision by the three arbitrators shall be final and binding upon the parties. Such arbitration shall follow the rules of the American Arbitration Association and must be resolved by the arbitrators within thirty (30) days after the matter is submitted immediately to arbitration. If the arbitration is ruled favorably for Xxxxx Xxxxxxx Escrow deposit so that there is a determination of a Loss, the Indemnitee will deliver a Notice to Escrow Agent that there is a determination of liability pursuant to this Section 12.88.03 and the Escrow Agent shall be instructed to adjust the Xxxxx Xxxxxxx Escrow Deposit or the Merger Consideration Escrow Deposit, as the case may be, further to the Escrow Agreement.

Notice of Indemnification. In the event any legal proceeding shall be threatened or instituted or any claim or demand shall be asserted by any person in respect of which payment may be sought by one party hereto from the other party Parent or any Parent Representative or by the Company or any Company Representative, against the other, as the case may be (each an "Indemnitee"), under the provisions of this Article XII or for breach of any of the representations and warranties set forth hereinVIII (an "Indemnity Claim"), the party seeking indemnification (the "Indemnitee") Indemnitee shall promptly cause written notice of the assertion of any such claim Claim of which it has knowledge which is covered by this indemnity to be forwarded to the other party (Parent Representative, who shall be Crystal Xxx Xxx, or the "Indemnitor"), which notice must be received by the Indemnitor no later than thirty (30) days after the expiration of the one year period described above in Section 12.5 (except for indemnification pertaining to representations, covenants and agreements referred to in Section 12.5 hereof as to which such one year limitation is not applicable)Company. Any notice of a claim an Indemnity Claim by reason of any of the representations, warranties or covenants contained in this Agreement shall state specifically the representation, warranty or covenant with respect to which the claim Indemnity Claim is made, the facts giving rise to an alleged basis for the claimClaim, and the amount of the liability asserted against the Indemnitor by reason of the claimIndemnity Claim. Notwithstanding the foregoing, the failure of either the Purchaser or the Seller to give notice of any claim for indemnification in accordance with the foregoing provision shall not adversely affect such party's right to indemnity hereunder except to the extent that such failure adversely affects the right Within ten (10) days of the Indemnitor to assert any reasonable defense to such claim. The Indemnitor shall have thirty (30) Business Days following its receipt of such notice either (y) to acquiesce in such claim by giving written notice, the Parent Representative or the Company, as the case may be, shall notify the Indemnitee written notice in writing of such acquiescence its intent to contest the indemnification obligation (a "Contest") or (z) to object to the claim by giving Indemnitee written notice of the objectionaccept liability hereunder. If the Indemnitor Parent Representative or the Company, as the case may be, does not object within such thirty (30) Business Days, the Indemnitee shall be entitled to be indemnified for all Damages reasonably and proximately incurred by Indemnitee in respect of such claim. If the Indemnitor objects to such claim in a timely manner, and the Indemnitee and the Indemnitor are unable to resolve their dispute respond within ten (10) Business Days following days of the request of such objection (or written notice to such additional period of time as may be mutually agreed to by such parties)written notice, the claim Parent Representative or the Company, as the case may be, will be deemed to accept liability as it relates to the Merger Consideration. In such event, the Indemnitee will deliver a Notice to the Parent that there is a determination of liability to this Section 8.03 and the Parent shall be instructed to adjust the Merger Consideration. In the event of a Contest, within ten (10) days of the receipt of the written notice thereof, the parties will select arbitrators and submit the dispute to binding arbitration before the American Arbitration Association at a venue to be located in New York City. The arbitrators shall be selected by the mutual agreement of the parties. If the parties can not agree on the arbitrator, each may select one arbitrator and the two designated arbitrators shall select the third arbitrator. If the third arbitrator can not be agreed upon, the American Arbitration Association in New York shall select the third arbitrator. A decision by the individual arbitrator or a majority decision by the three arbitrators shall be final and binding upon the parties. Such arbitration shall follow the rules of the American Arbitration Association and must be resolved by the arbitrators within thirty (30) days after the matter is submitted immediately to arbitration. If the arbitration is ruled favorably for Parent so that there is a determination of a Loss, the Indemnitee will deliver a Notice to Parent that there is a determination of liability pursuant to this Section 12.88.03 and the Parent shall adjust the Merger Consideration Deposit accordingly.

Notice of Indemnification. In the event any legal proceeding shall be threatened or instituted or any claim or demand shall be asserted by any person in respect of which payment may be sought by one party hereto from the other party Parent or any Parent Representative or by the Company or any Company Representative, against the other, as the case may be (each an "Indemnitee"), under the provisions of this Article XII or for breach of any of the representations and warranties set forth hereinVIII (an "Indemnity Claim"), the party seeking indemnification (the "Indemnitee") Indemnitee shall promptly cause written notice of the assertion of any such claim Claim of which it has knowledge which is covered by this indemnity to be forwarded to the other party (Parent Representative, who shall be Xxxxxx X. Xxxxxxxxx, or the "Indemnitor"), which notice must be received by the Indemnitor no later than thirty (30) days after the expiration of the one year period described above in Section 12.5 (except for indemnification pertaining to representations, covenants and agreements referred to in Section 12.5 hereof as to which such one year limitation is not applicable)Company. Any notice of a claim an Indemnity Claim by reason of any of the representations, warranties or covenants contained in this Agreement shall state specifically the representation, warranty or covenant with respect to which the claim Indemnity Claim is made, the facts giving rise to an alleged basis for the claimClaim, and the amount of the liability asserted against the Indemnitor by reason of the claimIndemnity Claim. Notwithstanding the foregoing, the failure of either the Purchaser or the Seller to give notice of any claim for indemnification in accordance with the foregoing provision shall not adversely affect such party's right to indemnity hereunder except to the extent that such failure adversely affects the right Within ten (10) days of the Indemnitor to assert any reasonable defense to such claim. The Indemnitor shall have thirty (30) Business Days following its receipt of such notice either (y) to acquiesce in such claim by giving written notice, the Parent Representative or the Company, as the case may be, shall notify the Indemnitee written notice in writing of such acquiescence its intent to contest the indemnification obligation (a "Contest") or (z) to object to the claim by giving Indemnitee written notice of the objectionaccept liability hereunder. If the Indemnitor Parent Representative or the Company, as the case may be, does not object within such thirty (30) Business Days, the Indemnitee shall be entitled to be indemnified for all Damages reasonably and proximately incurred by Indemnitee in respect of such claim. If the Indemnitor objects to such claim in a timely manner, and the Indemnitee and the Indemnitor are unable to resolve their dispute respond within ten (10) Business Days following days of the request of such objection (or written notice to such additional period of time as may be mutually agreed to by such parties)written notice, the claim Parent Representative or the Company, as the case may be, will be deemed to accept liability as it relates to the Merger Consideration. In such event, the Indemnitee will deliver a Notice to the Parent that there is a determination of liability to this Section 8.03 and the Parent shall be instructed to adjust the Merger Consideration. In the event of a Contest, within ten (10) days of the receipt of the written notice thereof, the parties will select arbitrators and submit the dispute to binding arbitration in California. The arbitrators shall be selected by the mutual agreement of the parties. If the parties can not agree on the arbitrator, each may select one arbitrator and the two designated arbitrators shall select the third arbitrator. If the third arbitrator can not be agreed upon, the Federal District Court for the Southern District of California shall select the third arbitrator. A decision by the individual arbitrator or a majority decision by the three arbitrators shall be final and binding upon the parties. Such arbitration shall follow the rules of the American Arbitration Association and must be resolved by the arbitrators within thirty (30) days after the matter is submitted immediately to arbitration. If the arbitration is ruled favorably for Parent so that there is a determination of a Loss, the Indemnitee will deliver a Notice to Parent that there is a determination of liability pursuant to this Section 12.88.03 and the Parent shall adjust the Merger Consideration Deposit accordingly.