Common use of Notice of Indemnification Clause in Contracts

Notice of Indemnification. In the event any proceeding shall be threatened or instituted or any claim or demand shall be asserted in respect of which payment may be sought by the 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 VIII (an "Indemnity Claim"), 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 Parent Representative, who shall be Crystal Xxx Xxx, or the Company. Any notice of 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 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 Indemnity Claim. Within ten (10) days of the receipt of such written notice, the Parent Representative or the Company, as the case may be, shall notify the Indemnitee in writing of its intent to contest the indemnification obligation (a "Contest") or to accept liability hereunder. If the Parent Representative or the Company, as the case may be, does not respond within ten (10) days of the request of such written notice to such written notice, the 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 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 8.03 and the Parent shall adjust the Merger Consideration Deposit accordingly. ARTICLE IX: Intentionally left blank and reserved.

Notice of Indemnification. In the event any proceeding shall be threatened or instituted or any claim or demand shall be asserted in respect of which payment may be sought by the 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 VIII (an "“Indemnity Claim"”), 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 Parent Representative, who shall be Crystal Xxx XxxXxxxxxx Xxxxx, or the Company, as the case may be. Any notice of 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 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 Indemnity Claim. Within ten (10) days of the receipt of such written notice, the Parent Representative or the Company, as the case may be, shall notify the Indemnitee in writing of its intent to contest the indemnification obligation (a "“Contest"”) or to accept liability hereunder. If the Parent Representative or the Company, as the case may be, does not respond within ten (10) days of the request of such written notice to such written notice, the 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 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 the Parent that there is a determination of liability pursuant to this Section 8.03 and the Parent shall adjust the Merger Consideration Deposit deposit accordingly. ARTICLE IX: Intentionally left blank and reserved.

Notice of Indemnification. In the event any 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 the Parent Parent, Sub 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 VIII (an "Indemnity Claim"), 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 Parent Representative, who shall be Crystal Xxx Xxx, or Company Representative and the CompanyEscrow Agent. Any notice of 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 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 Indemnity Claim. Within ten (10) days of the receipt of such written notice, the Parent Company Representative or the Company, as the case may be, shall notify the Indemnitee in writing of its intent to contest the indemnification obligation (a "Contest") or to accept liability hereunder. If the Company Representative accepts liability, the 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 instructed to adjust the Escrow Deposit further to the Escrow Agreement. If the Company Representative or the Company, as the case may be, does not respond within ten (10) days of the request of such written notice to such written notice, the Parent Company Representative or the Company, as the case may be, will be deemed to accept liability as it relates to the Merger ConsiderationEscrow Deposit. In such event, the Indemnitee Parent will deliver a Notice to the Parent Escrow Agent that there is a determination of liability to this Section 8.03 and the Parent Escrow Agent shall be instructed to adjust the Merger ConsiderationEscrow 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 before the American Arbitration Association at a venue to be located in New York CityCalifornia. 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 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 to arbitration. If the arbitration is ruled favorably for Parent so that there is a determination of a Loss, the Indemnitee Parent will deliver a Notice to Parent Escrow Agent that there is a determination of liability pursuant to this Section 8.03 and the Parent Escrow Agent shall be instructed to adjust the Merger Consideration Escrow Deposit accordingly. ARTICLE IX: Intentionally left blank and reservedfurther to the Escrow Agreement.

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 Parent or any Parent Representative or by the Company or any Company Representative, against the other, as the case may be (each an "Indemnitee"), other party under the provisions of this Article VIII (an "Indemnity Claim")Section 9, the Indemnitee party seeking indemnification (the "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 Parent Representative, who shall be Crystal Xxx Xxx, other party (the "INDEMNITOR") on or prior to the Companyfourth anniversary of the Closing. Any notice of an Indemnity Claim 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 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 Indemnity Claim. Within ten fifteen (1015) days of the receipt of such written notice, the Parent Representative or the Company, as the case may be, Indemnitor shall notify the Indemnitee in writing of its intent to contest the indemnification its obligation to indemnify or reimburse under this Agreement (a "ContestCONTEST") or to accept liability hereunder. If the Parent Representative or the Company, as the case may be, Indemnitor does not respond within ten fifteen (1015) days of the request of such written notice to such written notice, the Parent Representative or the Company, as the case may be, Indemnitor 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 Considerationliability. In the event of a Contest, within ten (10) business days of the receipt of the written notice thereof, the parties will select arbitrators an arbitrator and submit the dispute to binding arbitration before the American Arbitration Association at a venue to be located in New York CityCalifornia. The arbitrators arbitrator shall be selected by the mutual agreement of the parties. If the parties can not agree on the 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 American Arbitration Association in New York 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 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 8.03 and the Parent shall adjust the Merger Consideration Deposit accordingly. ARTICLE IX: Intentionally left blank and reserved.

Notice of Indemnification. In the event any proceeding shall be threatened or instituted or any claim or demand shall be asserted in respect of which payment may be sought by the 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 VIII (an "“Indemnity Claim"”), 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 Parent Representative, who shall be Crystal Xxx XxxParent, or the Company, as the case may be. Any notice of 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 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 Indemnity Claim. Within ten (10) business days of the receipt of such written notice, the Parent Representative or the Company, as the case may be, shall notify the Indemnitee in writing of its intent to contest the indemnification obligation (a "“Contest"”) or to accept liability hereunder. If the Parent Representative or the Company, as the case may be, does not respond within ten (10) days of the request of such written notice to such written notice, the Parent Representative or the Company, as the case may be, will be deemed to accept liability as it relates to set forth in 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 Considerationnotice. 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 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 8.03 and the Parent shall adjust the Merger Consideration Deposit accordingly. ARTICLE IX: Intentionally left blank and reserved.

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 the 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 VIII VIII, (an "Indemnity Claim"), 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 Parent Representative, who shall be Crystal Xxx Xxx, or other (the Company“Indemnitor”). Any notice of an Indemnity Claim 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 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 Indemnity Claim. Within ten thirty (1030) days of the receipt of such written notice, the Parent Representative or the Company, as the case may be, Indemnitor shall notify the Indemnitee in writing of its intent to contest the indemnification its obligation to indemnify or reimburse under this Agreement (a "“Contest"”) or to accept liability hereunder. If the Parent Representative or the Company, as the case may be, Indemnitor does not respond within ten thirty (1030) days of the request of such written notice to such written notice, the Parent Representative or the Company, as the case may be, Indemnitor 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 Considerationliability. 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 CityTexas. The arbitrators shall be selected by the mutual agreement of the parties. If the parties can cannot agree on the arbitratorarbitrators, 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 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 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 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 8.03 and the Parent shall adjust the Merger Consideration Deposit accordingly. ARTICLE IX: Intentionally left blank and reservedAssociation.

Notice of Indemnification. In the event any proceeding shall be threatened or instituted or any claim or demand shall be asserted in respect of which payment may be sought by the 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 VIII (an "Indemnity Claim"), 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 Parent Representative, who shall be Crystal Xxx XxxXx Xxxxxxxxx, or the CompanyCompany Representative, who shall be Xxx Xxxx, as the case may be, and the Escrow Agent. Any notice of 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 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 Indemnity Claim. Within ten (10) days of the receipt of such written notice, the Parent Representative or the Company, as the case may be, shall notify the Indemnitee in writing of its intent to contest the indemnification obligation (a "Contest") or to accept liability hereunder. If the Parent Representative or the Company, as the case may be, accepts liability, the 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 instructed to adjust the Parent Escrow Deposit or the Merger Consideration Escrow Deposit, as the case may be, further to the Escrow Agreement. If the Parent Representative or the Company, as the case may be, does not respond within ten (10) days of the request of such written notice to such written notice, the 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 ConsiderationConsideration Escrow Deposit, as the case may be. In such event, the Indemnitee will deliver a Notice to the Parent Escrow Agent that there is a determination of liability to this Section 8.03 and the Parent Escrow Agent shall be instructed to adjust the Parent Escrow Deposit or the Merger ConsiderationConsideration 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 before the American Arbitration Association at a venue to be located in New York CityCalifornia. 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 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 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 Escrow Agent that there is a determination of liability pursuant to this Section 8.03 and the Escrow Agent shall be instructed to adjust the Parent shall adjust Escrow Deposit or the Merger Consideration Deposit accordingly. ARTICLE IX: Intentionally left blank and reservedEscrow Deposit, as the case may be, further to the Escrow Agreement.

Notice of Indemnification. In the event any proceeding shall be threatened or instituted or any claim or demand shall be asserted in respect of which payment may be sought by the 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 VIII (an "Indemnity Claim"), 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 Parent Representative, who shall be Crystal Xxx XxxXxxxxxxxx Xxxxxxx Barrza, or the CompanyCompany Representative, who shall be Xxxx Xxxxxxxxxx, as the case may be, and the Escrow Agent. Any notice of 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 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 Indemnity Claim. Within ten (10) days of the receipt of such written notice, the Parent Representative or the Company, as the case may be, shall notify the Indemnitee in writing of its intent to contest the indemnification obligation (a "Contest") or to accept liability hereunder. If the Parent Representative or accepts liability, the Company, 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 instructed to adjust the Parent Escrow Deposit as provided in Section 8.04. If the case may be, Parent Representative does not respond to the Indemnity Claim within ten (10) days of the request of such written notice to such written noticedays, the Parent Representative or the Company, as the case may be, will be deemed to accept liability as it relates to the Merger Considerationextent the amount of the Indemnity Claim is covered by the Parent Escrow Deposit. In such event, the Indemnitee will deliver a Notice to the Parent Escrow Agent that there is a determination of liability to under this Section 8.03 and the Parent Escrow Agent shall be instructed to adjust the Merger ConsiderationParent 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 before the American Arbitration Association at a venue to be located in New York CityFlorida. 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 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 to arbitration. If the arbitration is ruled favorably for Parent the Company so that there is a determination of a Loss, the Indemnitee will deliver a Notice to Parent Escrow Agent that there is a determination of liability pursuant to this Section 8.03 and the Parent Escrow Agent shall be instructed to adjust the Merger Consideration Parent Escrow Deposit accordingly. ARTICLE IX: Intentionally left blank and reservedas provided in Section 8.04.

Notice of Indemnification. In the event any proceeding shall be threatened or instituted or any claim or demand shall be asserted in respect of which payment may be sought by the Parent ADISN or any Parent ADISN Representative or by the Company CGI or any Company CGI Representative, against the other, as the case may be (each an "“Indemnitee"”), under the provisions of this Article VIII Section 10(c) (an "“Indemnity Claim"”), 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 Parent ADISN Representative, who shall be Crystal Xxx XxxXxxxxx Xxxxx, or the CompanyCGI. Any notice of 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 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 Indemnity Claim. Within ten (10) days of the receipt of such written notice, the Parent ADISN Representative or the CompanyCGI, as the case may be, shall notify the Indemnitee in writing of its intent to contest the indemnification obligation (a "“Contest"”) or to accept liability hereunder. If the Parent ADISN Representative or the CompanyCGI, as the case may be, does not respond within ten (10) days of the request of such written notice to such written notice, the Parent ADISN Representative or the CompanyCGI, as the case may be, will be deemed to accept liability as it relates to the Merger Considerationliability. In such event, the Indemnitee will deliver a Notice to the Parent ADISN that there is a determination of liability to this Section 8.03 10(c) and the Parent shall be instructed to adjust the Merger Consideration10(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 New York CityLos Angeles, California. The arbitrators shall be selected by the mutual agreement of the parties. If the parties can cannot agree on the arbitrator, each may select one arbitrator and the two designated arbitrators shall select the third arbitrator. If the third arbitrator can cannot be agreed upon, the American Arbitration Association in New York 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 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 8.03 and the Parent shall adjust the Merger Consideration Deposit accordingly. ARTICLE IX: Intentionally left blank and reserved.

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 the 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 VIII VIII, (an the "Indemnity ClaimIndemnitee"), the 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 Parent Representative, who shall be Crystal Xxx Xxx, or other (the Company"Indemnitor"). Any notice of an Indemnity Claim 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 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 Indemnity Claim. Within ten (10) days of the receipt of such written notice, the Parent Representative or the Company, as the case may be, Indemnitor shall notify the Indemnitee in writing of its intent to contest the indemnification its obligation to indemnify or reimburse under this Agreement (a "Contest") or to accept liability hereunder. If the Parent Representative or the Company, as the case may be, Indemnitor does not respond within ten (10) days of the request of such written notice to such written notice, the Parent Representative or the Company, as the case may be, Indemnitor 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 Considerationliability. 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 CityCalifornia. 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 Federal District Court in New York 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 matter mater is submitted 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 8.03 and the Parent shall adjust the Merger Consideration Deposit accordingly. ARTICLE IX: Intentionally left blank and reserved.

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 Parent or any Parent Representative or by the Company or any Company Representative, against the other, as the case may be (each an "Indemnitee"), other party under the provisions of this Article VIII (an "Indemnity Claim")XIII, the Indemnitee party seeking indemnification (the "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 Parent Representativeother party (the "Indemnitor") which notice in respect of any Indemnity Claims must be received by the Indemnitor prior to February 28, who 2000; provided, however, that the time limitation in this sentence shall be Crystal Xxx Xxx, in no way apply to indemnification pursuant to Sections 13.2(a)(viii) or the Company13.2(a)(ix). Any notice of an Indemnity Claim 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 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 Indemnity Claim. Within ten fifteen (1015) days of the receipt of such written notice, the Parent Representative or the Company, as the case may be, Indemnitor shall notify the Indemnitee in writing of its intent to contest the indemnification its obligation to indemnify or reimburse under this Agreement (a "Contest") or to accept liability hereunder. If the Parent Representative or the Company, as the case may be, Indemnitor does not respond within ten fifteen (1015) days of the request of such written notice to such written notice, the Parent Representative or the Company, as the case may be, Indemnitor 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 Considerationliability. In the event of a Contest, within ten (10) business days of the receipt of the written notice thereof, the parties will select arbitrators an arbitrator and submit the dispute to binding arbitration before the American Arbitration Association at a venue to be located in New York CityCalifornia. The arbitrators arbitrator shall be selected by the mutual agreement of the parties. If the parties can not agree on the 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 American Arbitration Association in New York 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 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 8.03 and the Parent shall adjust the Merger Consideration Deposit accordingly. ARTICLE IX: Intentionally left blank and reserved.