Common use of Procedure Relative to Indemnification Clause in Contracts

Procedure Relative to Indemnification. (a) In the event that any party hereto shall claim that it is entitled to be indemnified pursuant to the terms of this Section 7 (the "Indemnified Claim"), it (the "Claiming Party") shall so notify the party against which the Indemnified Claim is made (the "Indemnifying Party") in writing of such Indemnified Claim within ninety (90) days after receipt of a notice of such Indemnified Claim or notice of any claim of a third party that may reasonably be expected to result in a claim by such party (the "Third Party Claim") against the party to which such notice is given; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Such notice shall specify the nature of the Indemnified Claim and the liability, loss, cost or expense incurred by or imposed upon the Claiming Party on account hereof. If such liability, loss, cost or expense is liquidated in amount, the notice shall so state and such amount shall be deemed the amount of the claim of the Claiming Party. If the amount is not liquidated, the notice shall so state and in such event an Indemnified Claim shall be deemed asserted against the Indemnifying Party on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Indemnified Claim is liquidated and finally determined.

Procedure Relative to Indemnification. (a) In the event that any party hereto shall claim to this Agreement claims that it is entitled to be indemnified pursuant to under the terms of this Section 7 (the "Indemnified Claim")Article VIII, it (the "Claiming Party") shall so will notify the party against which the Indemnified Claim claim is made (the "Indemnifying Party") in writing of such Indemnified Claim within ninety (90) days claim promptly after discovery of the facts supporting the claim or receipt of a notice of such Indemnified Claim or notice of any claim of a third party (a "Third Party Claim") that may reasonably be expected to result in a claim by such party (the "Third Party Claim") against the party to which such notice is given, as the case may be; provided, however, that failure to give such notification shall will not affect the indemnification provided hereunder under this Agreement except to the extent the Indemnifying Party shall have been is actually prejudiced as a result of such failure. Such notice shall will specify the nature breach of representation, warranty, covenant or agreement claimed by the Indemnified Claim Claiming Party and the liability, loss, cost or expense incurred by or imposed upon the Claiming Party on account hereofof such breach and will include, if applicable, a copy of any summons, complaint or other court pleading which evidences any Third Party Claim. If such liability, loss, cost or expense is liquidated in amount, the notice shall so will state such amount and such amount shall will be deemed considered the amount of the claim of the Claiming Party. If the amount is not liquidated, the notice shall will so state and in such event an Indemnified Claim shall a claim will be deemed considered asserted against the Indemnifying Party on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Indemnified Claim is liquidated and finally determined.

Procedure Relative to Indemnification. (a) In the event that any party hereto shall claim that it is entitled to be indemnified pursuant to the terms of this Section 7 Article IX, such party (the "Indemnified Claim"), it (the "“Claiming Party"”) shall so promptly notify the party or parties against which the Indemnified Claim claim is made (the "“Indemnifying Party"”) in writing of such Indemnified claim (a “Claim within ninety (90Notice”) days promptly after receipt of a the Claiming Party receives notice of such Indemnified Claim any action, Proceeding, demand, assessment, claim, loss, liability or notice of damages, whether or not involving any claim of a third party (a “Third Party Claim”), that may reasonably be expected to result in a claim for indemnification by such party (the "Third Claiming Party Claim") against the party to which such notice is given; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failureParty. Such notice The Claim Notice shall specify the nature basis of such indemnification claim including the Indemnified Claim specifics regarding any breach of representation, warranty or covenant claimed by the Claiming Party and the liabilityLosses incurred by, lossor anticipated to be incurred by, cost or expense incurred by or imposed upon the Claiming Party on account hereofthereof. If such liability, loss, cost or expense is Losses are final and liquidated in amount, the notice Claim Notice shall so state and such amount shall be deemed the amount of the claim of the Claiming Party. If the amount is such Losses are not final and liquidated, the notice Claim Notice shall so state and, if reasonably possible, the Claiming Party shall make a good faith estimate of the indemnifiable Losses it expects to sustain and in such event an Indemnified Claim a claim shall be deemed asserted against the Indemnifying Party on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Indemnified Claim claim is liquidated and the Losses are finally determined.

Procedure Relative to Indemnification. (a) In the event that any party hereto shall claim that it is entitled to be indemnified pursuant to the terms of this Section 7 (the "Indemnified Claim")Article IX, it (the "Claiming Party") shall so notify the party against which the Indemnified Claim claim is made (the "Indemnifying Party") in writing of such Indemnified Claim within ninety (90) days claim promptly after discovery of the facts supporting the claim or receipt of a notice of such Indemnified Claim or written notice of any claim of a third party (a "Third Party Claim") that may reasonably be expected to result in a claim by such party (the "Third Party Claim") against the party to which such notice is given; provided, however, that failure to give such notification shall not affect as the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failurecase may be. Such notice shall specify the nature breach of representation, warranty, covenant or agreement claimed by the Indemnified Claim Claiming Party and the liability, loss, cost or expense incurred by or imposed upon or expected to be incurred by or imposed upon the Claiming Party on account hereofthereof. If such liability, loss, cost or expense is liquidated in amount, the notice shall so state and such amount shall be deemed the amount of the claim of the Claiming Partystate. If the amount is not liquidated, the notice shall so state and in such event an Indemnified Claim a claim shall be deemed asserted against the Indemnifying Party on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Indemnified Claim claim is liquidated and the claim is finally determined.

Procedure Relative to Indemnification. (a) In the event that any party hereto Parent Indemnitee shall claim that it is entitled to be indemnified indemnified, defended or held harmless pursuant to the terms of this Section 7 8 (each, a “Claim”), such party (the "Indemnified Claim"), it “Claiming Party”) shall promptly notify the Stockholders’ Representative (the "Claiming Party") shall so notify the party against which the Indemnified Claim is made (the "“Indemnifying Party"”) in writing (a “Claim Notice”) of such Indemnified Claim within ninety (90) days promptly after receipt of a the Claiming Party receives notice of such Indemnified Claim any action, Legal Proceeding, demand or assessment or otherwise has received notice of any claim of a third party (a “Third-Party Claim”) that may reasonably be expected to result in a claim Claim by such party (the "Third Claiming Party Claim") against the party Indemnifying Party; provided that the failure to which promptly provide such notice is given; provided, however, that failure to give such notification shall not affect the rights of the Claiming Party to indemnification provided hereunder except to the extent unless the Indemnifying Party shall have been is actually and materially prejudiced as a result of by such failure. Such notice The Claim Notice shall specify the nature of basis for the Indemnified Claim and the liabilityDamages incurred by, loss, cost or expense incurred by or imposed upon upon, the Claiming Party on account hereofthereof. If such liability, loss, cost or expense is Damages are liquidated in amount, the notice Claim Notice shall so state and such amount shall be deemed the amount of the claim Claim of the Claiming Party. If the amount is not liquidated, the notice Claim Notice shall so state and in such event an Indemnified a Claim shall be deemed asserted against the Indemnifying Party on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Indemnified Claim claim is liquidated and the Claim is finally determined.

Procedure Relative to Indemnification. (a) In the event that any party hereto of the Buyer Indemnitees or the Seller Indemnitees, as the case may be, shall claim that it is entitled to be indemnified pursuant to the terms of this Section 7 (the "Indemnified Claim")Article X, it (the "“Claiming Party"”) shall so notify the party or parties against which the Indemnified Claim claim is made (the "“Indemnifying Party"”) in writing (each, a “Claims Notice”) of such Indemnified Claim claim within ninety thirty (9030) days after receipt of a notice of such Indemnified Claim or the Claiming Party receives notice of any demand, claim or circumstance which is reasonably likely to give rise to a claim or the commencement of a third party any Proceeding (an “Asserted Liability”) that may reasonably be expected to result in a claim for indemnification by such party (the "Third Claiming Party Claim") against the party to Indemnifying Party, which such notice is givenClaims Notice shall include the deadline of any responsive filing or pleading of which the Claiming Party has actual notice; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure. Such notice Each Claims Notice shall specify describe the nature Asserted Liability in reasonable detail, and shall indicate the amount (estimated, if necessary) of the Indemnified Claim and the liability, loss, cost Losses that have been or expense incurred may be suffered by or imposed upon the Claiming Party; provided, however, that failure to provide such reasonable detail shall not affect the indemnification provided hereunder except to the extent that such failure shall actually and materially prejudice the Indemnifying Party; and provided, further, that in no event shall the Claiming Party’s right to recover Losses from the Indemnifying Party on account hereofbe limited to the amount set forth or estimated in such Claims Notice. If such liabilitythe amount of Losses are liquidated, loss, cost or expense is liquidated in amount, the notice each Claims Notice shall so state and such amount shall be deemed the amount of the claim of the Claiming Party. If the amount is of Losses are not liquidated, the notice each Claims Notice shall so state and in such event an Indemnified Claim a claim shall be deemed asserted against the Indemnifying Party on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Indemnified Claim Losses is liquidated and the claim is finally determined.

Procedure Relative to Indemnification. (a) In the event that any party hereto shall claim that it is entitled to be indemnified pursuant to the terms of this Section 7 Article X, such party (the "Indemnified Claim"), it (the "“Claiming Party"”) shall so notify the party or parties against which the Indemnified Claim claim is made (the "“Indemnifying Party"”) in writing of such Indemnified claim (a “Claim within ninety (90Notice”) days promptly after receipt of a notice of such Indemnified Claim or the Claiming Party receives notice of any claim of a third party action, Proceeding, demand, assessment, claim, loss, liability or damages, whether or not involving any Third Party Claim, that may reasonably be expected to result in a claim for indemnification by such party (the "Third Claiming Party Claim") against the party to which such notice is given; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failureParty. Such notice The Claim Notice shall specify in reasonable detail the nature breach of warranty, representation or covenant, or otherwise the Indemnified Claim right to indemnification, claimed by the Claiming Party and the liabilityLosses incurred by, lossor anticipated to be incurred by, cost or expense incurred by or imposed upon the Claiming Party on account hereofthereof. If such liability, loss, cost or expense is Losses are final and liquidated in amount, the notice Claim Notice shall so state state, and such amount shall be deemed the amount of the claim of the Claiming Party. If the amount is such Losses are not final and liquidated, the notice Claim Notice shall so state state, and in such event an Indemnified Claim a claim shall be deemed asserted against the Indemnifying Party on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Indemnified Claim claim is liquidated and the Losses are finally determined.

Procedure Relative to Indemnification. (a) In the event that any party hereto shall claim that it is entitled to be indemnified pursuant to the terms of this Section 7 (the "Indemnified Claim")Article 9, it (the "Claiming Party") shall so notify the party against which the Indemnified Claim claim is made (the "Indemnifying Party") in writing of such Indemnified Claim within ninety claim promptly (90i) days after discovery of the facts supporting the claim or (ii) receipt of a notice of such Indemnified Claim or written notice of any claim of a third party (a "Third-Party Claim") that may reasonably be expected to result in a claim by such party (the "Third Party Claim") against the party to which such notice is given; provided, however, that failure to give such notification shall not affect as the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failurecase may be. Such notice shall specify the nature breach of representation, warranty, covenant or agreement claimed by the Indemnified Claim Claiming Party and the liability, loss, cost or expense incurred by or imposed upon or expected to be incurred by or imposed upon the Claiming Party on account hereofthereof. If such liability, loss, cost or expense is liquidated in amount, the notice shall so state and such amount shall be deemed the amount of the claim of the Claiming Partystate. If the amount is not liquidated, the notice shall so state and in such event an Indemnified Claim a claim shall be deemed asserted against the Indemnifying Party on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Indemnified Claim claim is liquidated and the claim is finally determined.

Procedure Relative to Indemnification. (a) In the event that any party hereto shall claim that it is entitled to be indemnified pursuant to the terms of this Section 7 Article VII, such party (the "Indemnified Claim"), it (the "“Claiming Party"”) shall so notify the party against which the Indemnified Claim claim is made (the "“Indemnifying Party"”) in writing of such Indemnified Claim claim within ninety (90) 45 days after receipt of a notice of such Indemnified Claim or notice the Claiming Party first receives knowledge of any claim of a third party that it may reasonably be expected have pursuant to result in a claim by such party (the "Third Party Claim") against the party to which such notice is giventhis Article VII; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been is actually prejudiced as a result of such failure. Such notice shall specify (i) the nature of the Indemnified Claim claim, (ii) the basis upon which the claim is made by the Claiming Party and (iii) the liability, loss, cost or expense Losses incurred by or imposed upon the Claiming Party on account hereofthereof. If such liability, loss, cost or expense is Losses are liquidated in amount, the notice shall so state and such amount shall be deemed the amount of the claim of the Claiming Party. If the amount is not liquidated, the notice shall so state and and, in such event an Indemnified Claim event, a claim shall be deemed asserted against the Indemnifying Party on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Indemnified Claim claim is liquidated and the claim is finally determined. After the Claiming Party claims that it is entitled to indemnification hereunder, it shall take commercially reasonable steps to mitigate its Losses; provided, however, that the failure to take such steps shall not affect indemnification hereunder except to the extent the Indemnifying Party is actually prejudiced as a result of such failure.

Procedure Relative to Indemnification. (a) In the event that any party hereto shall claim that it such party is entitled to be indemnified pursuant to the terms of this Section 7 (the "Indemnified Claim")Article X, he or it (the "Claiming Party") shall so notify the party or parties against which the Indemnified Claim claim is made (the "Indemnifying Party") in writing of such Indemnified Claim claim within ninety thirty (9030) days after receipt of a notice of such Indemnified Claim claim or notice of any claim of a third party that may reasonably be expected to result in a claim by such party (the "Third Party Claim") against the party to which such notice is given; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent that the Indemnifying Party shall have been actually prejudiced as a result of such failure. Such notice shall specify the nature basis of the Indemnified Claim claim and the liability, loss, cost or expense incurred by by, or imposed upon the Claiming Party on account hereofthereof. If such liability, loss, cost or expense is liquidated in amount, the notice shall so state and such amount shall be deemed the amount of the claim of the Claiming Party. If the amount is not liquidated, the notice shall so state and in such event an Indemnified Claim a claim shall be deemed asserted against the Indemnifying Party on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Indemnified Claim claim is liquidated and the claim is finally determined.

Procedure Relative to Indemnification. (a) 10.8.1 In the event that any party hereto shall claim that it is entitled to be indemnified pursuant to the terms of this Section 7 Article 10, such party (the "Indemnified Claim"), it (the "“Claiming Party"”) shall so notify promptly provide a Claim Notice to the party or parties against which the Indemnified Claim claim is made (the "“Indemnifying Party"”) in writing of such Indemnified Claim within ninety (90) days promptly after receipt of a the Claiming Party receives notice of such Indemnified Claim any action, Legal Proceeding, demand or assessment or otherwise has received notice of any claim of a third party (a “Third Party Claim”) that may reasonably be expected to result in a claim for indemnification by such party (the "Third Claiming Party Claim") against the party to which Indemnifying Party, but in no event shall such Claim Notice be delivered later than 30 days after the Claiming Party receives notice is given; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failureclaim, or later than 15 business days after being served with any summons, complaint or similar legal process. Such notice The Claim Notice shall specify the nature breach of representation, warranty, agreement or covenant claimed by the Indemnified Claim Claiming Party and the liabilityLosses or Shareholder Losses, lossas the case may be, cost or expense incurred by by, or imposed upon upon, the Claiming Party on account hereofthereof. If such liabilityLosses or Shareholder Losses, lossas the case may be, cost or expense is are liquidated in amount, the notice Claim Notice shall so state and such amount shall be deemed the amount of the claim of the Claiming Party. If the amount is not liquidated, the notice Claim Notice shall so state and in such event an Indemnified Claim a claim shall be deemed asserted against the Indemnifying Party on behalf of the Claiming Party, but no payment shall be made on account thereof until except to the extent that the amount of such Indemnified Claim claim (or any portion thereof) is liquidated and the claim (or any portion thereof) is finally determined. Any Claim Notice received by an Indemnifying Party after the time periods set forth in this paragraph shall remain effective to the extent that the Indemnifying Party is not materially prejudiced by any delay.

Procedure Relative to Indemnification. (a) In the event that any party hereto shall claim claims that it is entitled to be indemnified indemnified, defended, or held harmless pursuant to the terms of this Section 7 Article 8 (each, a “Claim”), such party (the "Indemnified Claim"), it (the "“Claiming Party"”) shall so will promptly notify the party or parties against which the Indemnified Claim claim is made (the "“Indemnifying Party"”) in writing (a “Claim Notice”) of such Indemnified Claim within ninety (90) days promptly after receipt of a the Claiming Party receives notice of such Indemnified Claim any action, Proceeding, demand, or assessment or otherwise has received notice of any claim of a third party (a “Third-Party Claim”) that may reasonably be expected to result in a claim Claim by such party (the "Third Claiming Party Claim") against the party to which such notice is given; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failureParty. Such notice shall The Claim Notice will specify the nature breach of representation, warranty, agreement, or covenant claimed by the Indemnified Claim Claiming Party and the liabilitylosses incurred by, loss, cost or expense incurred by or imposed upon upon, the Claiming Party on account hereofthereof. If such liability, loss, cost or expense is losses are liquidated in amount, the notice shall Claim Notice will so state state, and such amount shall be is deemed the amount of the claim Claim of the Claiming Party. If the amount is not liquidated, the notice shall Claim Notice will so state state, and in such event an Indemnified a Claim shall be is deemed asserted against the Indemnifying Party on behalf of the Claiming Party, but no payment shall will be made on account thereof (except for reasonable attorneys’ fees and expenses) until the amount of such Indemnified Claim claim is liquidated and the Claim is finally determined.

Procedure Relative to Indemnification. (a) In the event that any party hereto shall claim claims that it is entitled to be indemnified indemnified, defended, or held harmless pursuant to the terms of this Section 7 Article V (each, a “Claim”), such party (the "Indemnified Claim"), it (the "“Claiming Party"”) shall so will promptly notify the party or parties against which the Indemnified Claim claim is made (the "“Indemnifying Party"”) in writing (a “Claim Notice”) of such Indemnified Claim within ninety (90) days promptly after receipt of a the Claiming Party receives notice of such Indemnified Claim any action, Proceeding, demand, or assessment or otherwise has received notice of any claim of a third party (a “Third-Party Claim”) that may reasonably be expected to result in a claim Claim by such party (the "Third Claiming Party Claim") against the party to which such notice is given; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failureParty. Such notice shall The Claim Notice will specify the nature breach of representation, warranty, agreement, or covenant claimed by the Indemnified Claim Claiming Party and the liabilitylosses incurred by, loss, cost or expense incurred by or imposed upon upon, the Claiming Party on account hereofthereof. If such liability, loss, cost or expense is losses are liquidated in amount, the notice shall Claim Notice will so state state, and such amount shall be is deemed the amount of the claim Claim of the Claiming Party. If the amount is not liquidated, the notice shall Claim Notice will so state state, and in such event an Indemnified a Claim shall be is deemed asserted against the Indemnifying Party on behalf of the Claiming Party, but no payment shall will be made on account thereof (except for reasonable attorneys’ fees and expenses) until the amount of such Indemnified Claim claim is liquidated and the Claim is finally determined.

Procedure Relative to Indemnification. (a) In the event that any party Parent Indemnified Party hereto shall claim that it is entitled to be indemnified indemnified, defended or held harmless pursuant to the terms of this Section 7 Article 9 (each, a “Claim”), such party (the "Indemnified Claim"), it (the "“Claiming Party"”) shall so notify the party or parties against which the Indemnified Claim claim is made (the "“Indemnifying Party"”) in writing (a “Claim Notice”) of such Indemnified Claim within ninety (90) days promptly after receipt of a notice of such Indemnified Claim or the Claiming Party receives notice of any action, Proceeding, demand or assessment or otherwise has received notice or become aware of any claim of a third party that may reasonably be expected to result in a claim Claim by such party (the "Third Claiming Party Claim") against the party to which Indemnifying Party (provided that in the event of a delay in giving such notice is given; providednotice, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually not be relieved of its indemnification obligations hereunder unless it is materially prejudiced as a result of such failurethereby). Such notice The Claim Notice shall specify the nature breach of representation, warranty, agreement or covenant or other basis for indemnification claimed by the Indemnified Claim Claiming Party and the liabilityLosses incurred by, lossor actually or potentially imposed upon, cost or expense incurred by or imposed upon the Claiming Party on account hereofthereof. If such liability, loss, cost or expense is Losses are liquidated in amount, the notice Claim Notice shall so state and such amount shall be deemed the amount of the claim Claim of the Claiming Party. If the amount is not liquidated, the notice Claim Notice shall so state and in such event an Indemnified a Claim shall be deemed asserted against the Indemnifying Party on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Indemnified Claim is liquidated and finally determined.

Procedure Relative to Indemnification. (a) In the event that any party hereto shall claim that it is entitled to be indemnified pursuant to the terms of this Section 7 (the "Indemnified Claim")Article XIII, it (the "Claiming Party") shall so notify the party against which the Indemnified Claim claim is made (the "Indemnifying Party") in writing of such Indemnified Claim claim within ninety sixty (9060) days after receipt of a the Claiming Party receives notice of such Indemnified Claim any action, proceeding, demand or assessment or otherwise has received notice of any claim of a third party that may reasonably be expected to result in a claim for 37 indemnification by such party (the "Third Claiming Party Claim") against the party Indemnifying Party, or within such earlier period of time as may be reasonably necessary to allow the Indemnifying Party to respond to any pleading or other document for which such notice a timely response is givenrequired; provided, howeverPROVIDED, that failure to timely give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Such notice shall specify the nature breach of representation, warranty or agreement claimed by the Indemnified Claim Claiming Party and the liabilityLosses incurred by, loss, cost or expense incurred by or imposed upon upon, the Claiming Party on account hereof. thereof If such liability, loss, cost or expense is Losses are liquidated in amount, the notice shall so state and such amount shall be deemed the amount of the claim of the Claiming Party. If the amount is not liquidated, the notice shall so state and in such event an Indemnified Claim a claim shall be deemed asserted against the Indemnifying Party on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Indemnified Claim claim is liquidated and the claim is finally determined.

Procedure Relative to Indemnification. (a) In the event that any party hereto shall claim that it is entitled to be indemnified pursuant to the terms of this Section 7 (the "Indemnified Claim")6, it (the "Claiming Party") shall so notify the party or parties against which the Indemnified Claim claim is made (the "Indemnifying Party") in writing of such Indemnified Claim claim within ninety thirty (9030) days after receipt of a notice of such Indemnified Claim claim or notice of any claim of a third party that may reasonably be expected to result in a claim by such party (the "Third Party Claim") against the party to which such notice is given; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Such notice shall specify the nature breach of representation, warranty or agreement claim by the Indemnified Claim Claiming Party and the liability, loss, cost or expense incurred by by, or imposed upon the Claiming Party on account hereofthereof. If such liability, loss, cost or expense is liquidated in amount, the notice shall so state and such amount shall be deemed the amount of the claim of the Claiming Party. If the amount is not liquidated, the notice shall so state and in such event an Indemnified Claim a claim shall be deemed asserted against the Indemnifying Party on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Indemnified Claim claim is liquidated and the claim is finally determined; provided, however that the Indemnifying Party shall nonetheless bear the expenses of investigating, defending and negotiating such claim in accordance with the terms hereof.

Procedure Relative to Indemnification. The following procedure shall govern indemnification: (a) In the event that any If either party hereto shall claim that it is entitled to be indemnified pursuant to the terms of this Section 7 (the "Indemnified Claim")Article Six, it (the "Claiming Party") shall so notify Seller in the party against case of a claim for indemnification hereunder (a "Claim") by any Claiming Party who or which is a Buyer Indemnified Party or Buyer in the case of a Claim by a Claiming Party who or which is a Seller Indemnified Claim is made Party (the "Indemnifying Party") in writing of such Indemnified Claim claim promptly within ninety (90) days after receipt of a notice of such Indemnified Claim claim or notice of any claim of a third party that may reasonably be expected to result in a claim by such party (the "Third Claiming Party Claim") against the party Indemnifying Party except that notice shall be given to the Indemnifying Party within such earlier period of time as may be reasonably necessary to allow the Indemnifying Party to respond to any pleading or other document for which such notice a timely response is givenrequired; provided, however, that failure to timely give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Such notice shall specify the nature breach of representation, warranty, or agreement claimed by the Indemnified Claim Claiming Party and the liabilityLosses incurred by, loss, cost or expense incurred by or imposed upon upon, the Claiming Party on account hereofthereof. If such liability, loss, cost or expense is Losses are liquidated in amount, the notice shall so state and such amount shall be deemed the amount of the claim Claim of the Claiming Party. If the amount is such Losses are not liquidatedliquidated in amount, the notice shall so state and and, in such event an Indemnified event, a Claim shall be deemed asserted against the Indemnifying Party on behalf of by the Claiming Party, but no payment shall be made on account thereof until the amount of such Indemnified Claim is liquidated and the Claim is finally determined. In the case of a Claim other than one which is based upon a Proceeding by any third party, including any Proceeding by any Governmental Authority (a "Third Party Claim"), if the Indemnifying Party agrees with such Claim for indemnification, it shall remit payment for the amount of such Claim promptly after receipt from the Claiming Party of the notice and invoice therefore. In the event of a dispute, the Claiming Party and the Indemnifying Party shall proceed in good faith and attempt to negotiate a resolution of such dispute, and if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction.

Procedure Relative to Indemnification. (a) In in the event that any party hereto shall claim that it such party is entitled to be indemnified pursuant to the terms of this Section 7 (the "Indemnified Claim")Article VI, he or it (the "Claiming Party") shall so notify the party or parties against which the Indemnified Claim claim is made (the "Indemnifying Party") in writing of such Indemnified Claim claim within ninety thirty (9030) days after receipt of a notice of such Indemnified Claim claim or notice of any claim of a third party that may reasonably be expected to result in a claim by such 44 party (the "Third Party Claim") against the party to which such notice is given; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Such notice shall specify the nature basis of the Indemnified Claim claim and the liability, loss, cost or expense incurred by by, or imposed upon the Claiming Party on account hereofthereof. If such liability, loss, cost or expense is liquidated in amount, the notice shall so state and such amount shall be deemed the amount of the claim of the Claiming Party. If the amount is not liquidated, the notice shall so state and in such event an Indemnified Claim a claim shall be deemed asserted against the Indemnifying Party on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Indemnified Claim claim is liquidated and the claim is finally determined.. (b) the Indemnifying Party shall, upon receipt of such written notice and at its expense, defend such claim in its own name or, if necessary, in the name of the Claiming Party; provided, however, that if the proceeding involves a matter solely of concern to the Claiming Party in addition to the claim for which indemnification under this Article VI is being sought, such matter shall be within the sole responsibility of the Claiming Party and its legal counsel. 45

Procedure Relative to Indemnification. (a) In the event that any If an indemnified party hereto shall claim that it is entitled to be indemnified indemnified, defended or held harmless pursuant to the terms of this Section 7 Article 10 (each, a “Claim”), such party (the "Indemnified Claim"), it (the "“Claiming Party"”) shall so notify the party or parties against which the Indemnified Claim claim is made (the "“Indemnifying Party"”) in writing (a “Claim Notice”) of such Indemnified Claim within ninety (90) days promptly after receipt of a notice of such Indemnified Claim or the Claiming Party receives notice of any action, Proceeding, demand or assessment or otherwise has received notice or become aware of any claim of a third party that may reasonably be expected to result in a claim Claim by such party (the "Third Claiming Party Claim") against the party to which Indemnifying Party (provided that in the event of a delay in giving such notice is given; providednotice, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually not be relieved of its indemnification obligations hereunder unless it is materially prejudiced as a result thereby and then only to the extent of such failurethe prejudice). Such notice The Claim Notice shall specify the nature breach of representation, warranty, agreement or covenant or other basis for indemnification claimed by the Indemnified Claim Claiming Party and the liabilityLosses incurred by, lossor actually or potentially imposed upon, cost or expense incurred by or imposed upon the Claiming Party on account hereofthereof. If such liability, loss, cost or expense is Losses are liquidated in amount, the notice Claim Notice shall so state and such amount shall be deemed the amount of the claim Claim of the Claiming Party. If the amount is not liquidated, the notice Claim Notice shall so state and in such event an Indemnified a Claim shall be deemed asserted against the Indemnifying Party on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Indemnified Claim is liquidated and finally determined.

Procedure Relative to Indemnification. (a) In the event that any party hereto shall claim that it is entitled to be indemnified pursuant to the terms of this Section 7 (the "Indemnified Claim")Article VIII, it (the "Claiming Party") shall so notify the party against which the Indemnified Claim claim is made (the "Indemnifying Party") in writing of such Indemnified Claim claim within ninety (90) ten days after discovery of the facts supporting the claim or receipt of a notice of such Indemnified Claim or written notice of any claim of a third party (a "Third Party Claim") that may reasonably be expected to result in a claim by such party (the "Third Party Claim") against the party to which such notice is given, as the case may be; provided, however, that the -------- ------- failure to give such notification notice within such ten day period shall not affect the Claiming Party's right to indemnification provided hereunder except to the extent that (i) the Indemnifying Party shall have been actually prejudiced is unable to defend any such claim or is required to pay a greater amount or accrue additional expenses with respect to any such claim as a result of such failurefailure to provide prompt notice or (ii) such notice is not given within the applicable period specified in Paragraph 8.5.3, below. Such notice shall specify with reasonable specificity identify the nature breach of representation, warranty, covenant or agreement claimed by the Indemnified Claim Claiming Party and the liability, loss, cost or expense incurred by or imposed upon or expected to be incurred by or imposed upon the Claiming Party on account hereofthereof. If such liability, loss, cost or expense is liquidated in amount, the notice shall so state and such amount shall be deemed the amount of the claim of the Claiming Partystate. If the amount is not liquidated, the notice shall so state and in such event an Indemnified Claim a claim shall be deemed asserted against the Indemnifying Party on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Indemnified Claim is liquidated and finally determined.Claiming

Procedure Relative to Indemnification. (a) In the event that any party hereto shall claim that it is entitled to be indemnified indemnified, defended or held harmless pursuant to the terms of this Section 7 9 (each, a “Claim”), such party (the "Indemnified Claim"), it (the "“Claiming Party"”) shall so promptly notify the party or parties against which the Indemnified Claim claim is made (the "“Indemnifying Party"”) in writing (a “Claim Notice”) of such Indemnified Claim within ninety (90) days promptly after receipt of a the Claiming Party receives notice of such Indemnified Claim any action, Legal Proceeding, demand or assessment or otherwise has received notice of any claim of a third party (including a claim of an Effective Time Holder that is indemnifiable under Section 9.3(c)) (a “Third-Party Claim”) that may reasonably be expected to result in a claim Claim by such party (the "Third Claiming Party Claim") against the party to which such notice is given; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failureParty. Such notice The Claim Notice shall specify the nature breach of representation, warranty, agreement or covenant claimed by the Indemnified Claim Claiming Party and the liabilityDamages incurred by, loss, cost or expense incurred by or imposed upon upon, the Claiming Party on account hereofthereof. If such liability, loss, cost or expense is Damages are liquidated in amount, the notice Claim Notice shall so state and such amount shall be deemed the amount of the claim Claim of the Claiming Party. If the amount is not liquidated, the notice Claim Notice shall so state and in such event an Indemnified a Claim shall be deemed asserted against the Indemnifying Party on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Indemnified Claim claim is liquidated and the Claim is finally determined. If the Claim is a Third-Party Claim, the Claim Notice shall also include (i) the amount and remedy sought by such third party in such Third-Party Claim (to the extent so specified by such third party) and (ii) a request that the Indemnifying Party defend the Third Party Claim.

Procedure Relative to Indemnification. (a) In the event that any party hereto Buyer Indemnified Party or Company Indemnified Party shall claim that it is entitled to be indemnified indemnified, defended or held harmless pursuant to the terms of this Section 7 Article 10 (each, a “Claim”), such party (the "Indemnified Claim"), it (the "“Claiming Party"”) shall so notify the party against which Seller, if the Claiming Party is a Buyer Indemnified Claim Party, or the Buyer, if a Company Indemnified Party is made the Claiming Party (in either case, the "parties or parties to be notified are referred to as “Indemnifying Party"”) in writing (a “Claim Notice”) of such Indemnified Claim within ninety (90) days promptly after receipt of a notice of such Indemnified Claim or the Claiming Party receives notice of any action, Proceeding, demand or assessment or otherwise has received notice or become aware of any claim of a third party that may reasonably be expected to result in a claim Claim by such party (the "Third Claiming Party Claim") against the party to which Indemnifying Party (provided that in the event of a delay in giving such notice is given; providednotice, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually not be relieved of its indemnification obligations hereunder unless it is materially prejudiced as a result of such failurethereby). Such notice The Claim Notice shall specify the nature breach of representation, warranty, agreement or covenant or other basis for indemnification claimed by the Indemnified Claim Claiming Party and the liabilityLosses incurred by, lossor actually or potentially imposed upon, cost or expense incurred by or imposed upon the Claiming Party on account hereofthereof. If such liability, loss, cost or expense is Losses are liquidated in amount, the notice Claim Notice shall so state and such amount shall be deemed the amount of the claim Claim of the Claiming Party. If the amount is not liquidated, the notice Claim Notice shall so state and in such event an Indemnified a Claim shall be deemed asserted against the Indemnifying Party on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Indemnified Claim is liquidated and finally determined.

Procedure Relative to Indemnification. (a) In the event that any party hereto shall claim that it it, he or she is entitled to be indemnified pursuant to the terms of this Section 7 Article X, such party (the "Indemnified Claim"), it (the "“Claiming Party"”) shall so notify the party or parties against which the Indemnified Claim claim is made (the "“Indemnifying Party"”) in writing (each, a “Claims Notice”) of such Indemnified Claim claim within ninety thirty (9030) days after receipt of a notice of such Indemnified Claim or the Claiming Party receives notice of any demand, claim or circumstance which is reasonably likely to give rise to a claim or the commencement of a third party any Proceeding (an “Asserted Liability”) that may reasonably be expected to result in a claim for indemnification by such party (the "Third Claiming Party Claim") against the party to which such notice is givenIndemnifying Party; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Such notice Each Claims Notice shall specify describe the nature Asserted Liability in reasonable detail, and shall indicate the amount (estimated, if necessary) of the Indemnified Claim and the liability, loss, cost Losses that have been or expense incurred may be suffered by or imposed upon the Claiming Party; provided, however, that failure to provide such reasonable detail shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party on account hereofshall have been actually prejudiced as a result of such failure; and provided, further, that in no event shall the Claiming Party’s right to recoup Losses from the Indemnifying Party be limited to the amount set forth or estimated in the Claims Notice. If such liability, loss, cost or expense is Losses are liquidated in amount, the notice Claims Notice shall so state and such amount shall be deemed the amount of the claim of the Claiming Party. If the amount is not liquidated, the notice Claims Notice shall so state and in such event an Indemnified Claim a claim shall be deemed asserted against the Indemnifying Party on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Indemnified Claim claim is liquidated and the claim is finally determined.

Procedure Relative to Indemnification. (a) In the event that any party hereto shall claim that it is entitled to be indemnified pursuant to the terms of this Section 7 (the "Indemnified Claim")IX, it (the "Claiming Party") shall so notify the party against which the Indemnified Claim claim is made (the "Indemnifying Party") in writing of such Indemnified Claim within ninety claim promptly (90i) days after discovery of the facts supporting the claim or (ii) receipt of a notice of such Indemnified Claim or written notice of any claim of a third party (a "Third-Party Claim") that may reasonably be expected to result in a claim by such party (the "Third Party Claim") against the party to which such notice is given; provided, however, that failure to give such notification shall not affect as the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failurecase may be. Such notice shall specify the nature breach of representation, warranty, covenant or agreement claimed by the Indemnified Claim Claiming Party and the liability, loss, cost or expense incurred by or imposed upon or expected to be incurred by or imposed upon the Claiming Party on account hereofthereof. If such liability, loss, cost or expense is liquidated in amount, the notice shall so state and such amount shall be deemed the amount of the claim of the Claiming Partystate. If the amount is not liquidated, the notice shall so state and in such event an Indemnified Claim a claim shall be deemed asserted against the Indemnifying Party on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Indemnified Claim claim is liquidated and the claim is finally determined.

Procedure Relative to Indemnification. (a) In the event that any party hereto shall claim that it is entitled to be indemnified pursuant to the terms of this Section 7 Article X, such party (the "Indemnified Claim"), it (the "“Claiming Party"”) shall so promptly notify the party or parties against which the Indemnified Claim claim is made (the "“Indemnifying Party"”) (it being understood that failure to so notify shall only affect liability to the extent the Indemnifying Party is actually prejudiced) in writing of such Indemnified claim (a “Claim within ninety (90Notice”) days promptly after receipt of a the Claiming Party receives notice of such Indemnified Claim any action, Proceeding, demand, assessment, claim, loss, liability or notice of damages, whether or not involving any claim of a third party (a “Third Party Claim”), that may reasonably be expected to result in a claim for indemnification by such party (the "Third Claiming Party Claim") against the party to which such notice is given; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failureParty. Such notice The Claim Notice shall specify the nature breach of representation, warranty or covenant claimed by the Indemnified Claim Claiming Party and the liabilityLosses incurred by, lossor anticipated to be incurred by, cost or expense incurred by or imposed upon the Claiming Party on account hereofthereof. If such liability, loss, cost or expense is Losses are final and liquidated in amount, the notice Claim Notice shall so state and such amount shall be deemed the amount of the claim of the Claiming Party. If the amount is such Losses are not final and liquidated, the notice Claim Notice shall so state and in such event an Indemnified Claim a claim shall be deemed asserted against the Indemnifying Party on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Indemnified Claim claim is liquidated and the Losses are finally determined.

Procedure Relative to Indemnification. (a) In the event that any party hereto shall claim that it is entitled to be indemnified indemnified, defended or held harmless pursuant to the terms of this Section 7 9 (each, a “Claim”), such party (the "Indemnified Claim"), it (the "“Claiming Party"”) shall so promptly notify the party or parties against which the Indemnified Claim claim is made (the "“Indemnifying Party"”) in writing (a “Claim Notice”) of such Indemnified Claim within ninety (90) days promptly after receipt the Claiming Party becomes aware of a the Claim or receives notice of such Indemnified Claim any action, Legal Proceeding, demand or assessment or otherwise has received notice of any claim of a third party (a “Third-Party Claim”) that may reasonably be expected to result in a claim Claim by such party (the "Third Claiming Party Claim") against the party to which such notice is given; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failureParty. Such notice The Claim Notice shall specify the nature breach of representation, warranty, agreement or covenant claimed by the Indemnified Claim Claiming Party and the liabilityDamages incurred by, loss, cost or expense incurred by or imposed upon upon, the Claiming Party on account hereofthereof. If such liability, loss, cost or expense is Damages are liquidated in amount, the notice Claim Notice shall so state and such amount shall be deemed the amount of the claim Claim of the Claiming Party. If the amount is not liquidated, the notice Claim Notice shall so state and in such event an Indemnified a Claim shall be deemed asserted against the Indemnifying Party on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Indemnified Claim is liquidated and the Claim is finally determined.

Procedure Relative to Indemnification. (a) In the event that any party hereto shall claim that it is entitled to be indemnified pursuant to the terms of this Section 7 (the "Indemnified Claim")Paragraph 6, it or he (the "Claiming Party") shall so notify the party or parties against which the Indemnified Claim claim is made (the "Indemnifying Party") in writing of such Indemnified Claim claim within ninety forty-five (9045) days after receipt of a notice of such Indemnified Claim claim or notice of any claim of a third party that may reasonably be expected to result in a claim by such party (the "Third Party Claim") against the party to which whom such notice is given; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Such notice shall specify the nature breach of representation, warranty or agreement claimed by the Indemnified Claim Claiming Party and the liability, loss, cost or expense incurred by by, or imposed upon upon, the Claiming Party on account hereofof any such liability, loss, cost or expense. Failure to give such notice will not relieve Indemnifying Party of its indemnification obligation, except to the extent the defense of the Indemnifying Party against such claim was prejudiced. If such liability, loss, cost or expense is liquidated in amount, the notice shall so state and such amount shall be deemed the amount of the claim of the Claiming Party. If the amount is not liquidated, the notice shall so state and in such event an Indemnified Claim a claim shall be deemed asserted against the Indemnifying Party on behalf of the Claiming Party, but no payment the amount of the claim of the Claiming Party shall be deemed undetermined. (b) If such claim shall involve a suit, claim or demand of a third party, the Indemnifying Party shall, upon receipt of such written notice and at its expense, defend such claim in its own name or, if necessary, in the name of the Claiming Party; provided, however, that if the proceeding involves a matter solely of concern to the Claiming Party in addition to the claim for which indemnification under this Paragraph 6 is being sought, such matter of sole concern shall be within the sole responsibility of the Claiming Party and its counsel. The Claiming Party will cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested of it, and the Claiming Party shall have the right, at its expense, to participate in the defense. The Indemnifying Party shall have the right to settle and compromise such claim only with the consent of the Claiming Party (which consent shall not be unreasonably withheld; provided, that such consent can be reasonably withheld if the party from which such consent is requested is not fully released by the settlement). (c) In the event the Indemnifying Party shall notify the Claiming Party that it disputes any claim made on account thereof until by the Claiming Party and/or it shall fail to undertake a defense against such claim, then the Claiming Party shall have the right to conduct a defense against such claim and shall have the right to settle and compromise such claim upon five (5) days notice to, but without the consent of, the Indemnifying Party. Once the amount of such Indemnified Claim claim is liquidated and the claim is finally determined, the Claiming Party shall be entitled to pursue each and every remedy available to it at law or in equity to enforce the indemnification provisions of this Paragraph 6 and, in the event it is determined, or the Indemnifying Party agrees, that it is obligated to indemnify the Claiming Party for such claim, the Indemnifying Party agrees to pay all costs, expenses and fees, including all reasonable attorneys' fees which may be incurred by the Claiming Party in its efforts to enforce indemnification under this Paragraph 6, whether the same shall be enforced by suit or otherwise. 7.

Procedure Relative to Indemnification. (a) In the event that any party hereto shall claim that it is entitled to be indemnified pursuant to the terms of this Section 7 Article IX, such party (the "Indemnified Claim"), it (the "“Claiming Party"”) shall so promptly notify the party or parties against which the Indemnified Claim claim is made (the "“Indemnifying Party"”) in writing of such Indemnified claim (a “Claim within ninety (90Notice”) days promptly after receipt of a the Claiming Party receives notice of such Indemnified Claim any action, Proceeding, demand, assessment, claim, loss, liability or notice of damages, whether or not involving any claim of a third party (a “Third Party Claim”), that may reasonably be expected to result in a claim for indemnification by such party (the "Third Claiming Party Claim") against the party to which such notice is given; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failureParty. Such notice The Claim Notice shall specify the nature breach of representation, warranty or covenant claimed by the Indemnified Claim Claiming Party and the liabilityLosses incurred by, lossor anticipated to be incurred by, cost or expense incurred by or imposed upon the Claiming Party on account hereofthereof. If such liability, loss, cost or expense is Losses are final and liquidated in amount, the notice Claim Notice shall so state and such amount shall be deemed the amount of the claim of the Claiming Party. If the amount is such Losses are not final and liquidated, the notice Claim Notice shall so state and in such event an Indemnified Claim a claim shall be deemed asserted against the Indemnifying Party on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Indemnified Claim claim is liquidated and the Losses are finally determined.

Procedure Relative to Indemnification. (a) In the event that any party hereto shall claim that it is entitled to be indemnified pursuant to the terms of this Section 7 Article X, such party (the "Indemnified Claim"), it (the "“Claiming Party"”) shall so notify the party against which the Indemnified Claim claim is made (the "“Indemnifying Party"”) in writing (a “Claim Notice”) of such Indemnified Claim within ninety (90) days claim promptly after receipt of a the Claiming Party receives notice of such Indemnified Claim any Legal Proceeding or otherwise has received notice of any claim of a third party (a “Third Party Claim”) that may reasonably be expected to result in a claim for indemnification by such party (the "Third Claiming Party Claim") against the party to which such notice is given; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failureParty. Such notice The Claim Notice shall specify the nature breach of warranty, representation, agreement or covenant claimed by the Indemnified Claim Claiming Party and the liabilityLosses incurred by, loss, cost or expense incurred by or imposed upon upon, the Claiming Party on account hereofthereof. If such liability, loss, cost or expense is Losses are liquidated in amount, the notice Claim Notice shall so state and such amount shall be deemed the amount of the claim of the Claiming Party. If the amount is such Losses are not liquidated, the notice Claim Notice shall so state and and, in such event an Indemnified Claim event, a claim shall be deemed asserted against the Indemnifying Party on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Indemnified Claim claim is liquidated and finally determinedDefinitively Resolved.

Procedure Relative to Indemnification. (a) In the event that any party hereto shall claim that it is entitled to be indemnified pursuant to the terms of this Section 7 Article X, such party (the "Indemnified Claim"), it (the "“Claiming Party"”) shall so notify the party or parties against which the Indemnified Claim claim is made (the "“Indemnifying Party"”) in writing (each, a “Claims Notice”) of such Indemnified Claim claim within ninety thirty (9030) days after receipt of a notice of such Indemnified Claim or the Claiming Party receives notice of any demand, claim or circumstance which is reasonably likely to give rise to a claim or the commencement of a third party any Proceeding (an “Asserted Liability”) that may reasonably be expected to result in a claim for indemnification by such party (the "Third Claiming Party Claim") against the party to which such notice is givenIndemnifying Party; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Such notice Each Claims Notice shall specify describe the nature Asserted Liability in reasonable detail, and shall indicate the amount (estimated, if necessary) of the Indemnified Claim and the liability, loss, cost Losses that have been or expense incurred may be suffered by or imposed upon the Claiming Party; provided, however, that failure to provide such reasonable detail shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party on account hereofshall have been actually prejudiced as a result of such failure; and provided, further, that in no event shall the Claiming Party’s right to recoup Losses from the Indemnifying Party be limited to the amount set forth or estimated in the Claims Notice. If such liability, loss, cost or expense is Losses are liquidated in amount, the notice Claims Notice shall so state and such amount shall be deemed the amount of the claim of the Claiming Party. If the amount is not liquidated, the notice Claims Notice shall so state and in such event an Indemnified Claim a claim shall be deemed asserted against the Indemnifying Party on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Indemnified Claim claim is liquidated and the claim is finally determined.

Procedure Relative to Indemnification. (a) In the event that any party hereto shall claim that it is entitled to be indemnified indem nified pursuant to the terms of this Section 7 (the "Indemnified Claim")Article X, it (the "Claiming Party") shall so notify the party against which the Indemnified Claim claim is made (the "Indemnifying Party") in writing of such Indemnified Claim claim within ninety fifteen (9015) days after discovery of the facts supporting the claim or receipt of a notice of such Indemnified Claim or written notice of any claim of a third party (a "Third Party Claim") that may reasonably be expected to result in a claim by such party (the "Third Party Claim") against the party to which such notice is given; provided, however, that failure to give such notification shall not affect as the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failurecase may be. Such notice shall specify the nature breach of representation, warranty, covenant or agreement claimed by the Indemnified Claim Claiming Party and the liability, loss, cost or expense incurred by or imposed upon or expected to be incurred by or imposed upon the Claiming Party on account hereofthereof, to the extent ascertainable at such time. If such liability, loss, cost or expense is liquidated in amount, the notice shall so state and such amount shall be deemed the amount of the claim of the Claiming Partystate. If the amount is not liquidated, the notice shall so state and in such event an Indemnified Claim a claim shall be deemed asserted against the Indemnifying Party on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Indemnified Claim claim is liquidated and the claim is finally determined.

Procedure Relative to Indemnification. (a) In the event that any party hereto shall claim that it is entitled to be indemnified pursuant to the terms of this Section 7 Article XI, such party (the "Indemnified Claim"), it (the "“Claiming Party"”) shall so notify the party or parties against which the Indemnified Claim claim is made (the "“Indemnifying Party"”) in writing (each, a “Claims Notice”) of such Indemnified Claim claim within ninety thirty (9030) days after receipt of a notice of such Indemnified Claim or the Claiming Party receives notice of any demand, claim or circumstance which is reasonably likely to give rise to a claim or the commencement of a third party any Proceeding (an “Asserted Liability”) that may reasonably be expected to result in a claim for indemnification by such party (the "Third Claiming Party Claim") against the party to which such notice is givenIndemnifying Party; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Such notice Each Claims Notice shall specify describe the nature Asserted Liability in reasonable detail, and shall indicate the amount (estimated, if necessary) of the Indemnified Claim and the liability, loss, cost Losses that have been or expense incurred may be suffered by or imposed upon the Claiming Party; provided, however, that failure to provide such reasonable detail shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party on account hereofshall have been actually prejudiced as a result of such failure; and provided, further, that in no event shall the Claiming Party’s right to recoup Losses from the Indemnifying Party be limited to the amount set forth or estimated in the Claims Notice. If such liability, loss, cost or expense is Losses are liquidated in amount, the notice Claims Notice shall so state and such amount shall be deemed the amount of the claim of the Claiming Party. If the amount is not liquidated, the notice Claims Notice shall so state and in such event an Indemnified Claim a claim shall be deemed asserted against the Indemnifying Party on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Indemnified Claim claim is liquidated and the claim is finally determined.

Procedure Relative to Indemnification. (a) In the event that any party hereto shall claim that it is entitled to be indemnified pursuant to the terms of this Section 7 (the "Indemnified Claim")Paragraph 6, it or he (the "Claiming Party") shall so notify the party or parties against which the Indemnified Claim claim is made (the "Indemnifying Party") in writing of such Indemnified Claim claim within ninety forty-five (9045) days after receipt of a notice of such Indemnified Claim claim or notice of any claim of a third party that may reasonably be expected to result in a claim by such party (the "Third Party Claim") against the party to which whom such notice is given; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Such notice shall specify the nature breach of representation, warranty or agreement claimed by the Indemnified Claim Claiming Party and the liability, loss, cost or expense incurred by by, or imposed upon upon, the Claiming Party on account hereofof any such liability, loss, cost or expense. Failure to give such notice will not relieve Indemnifying Party of its indemnification obligation, except to the extent the defense of the Indemnifying Party against such claim was prejudiced. If such liability, loss, cost or expense is liquidated in amount, the notice shall so state and such amount shall be deemed the amount of the claim of the Claiming Party. If the amount is not liquidated, the notice shall so state and in such event an Indemnified Claim a claim shall be deemed asserted against the Indemnifying Party on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Indemnified Claim is liquidated and finally determinedthe claim of the Claiming Party shall be deemed undetermined.

Procedure Relative to Indemnification. (a) In the event that any party hereto shall claim that it is entitled to be indemnified pursuant to the terms of this Section 7 (the "Indemnified Claim")7.2, it (the "“Claiming Party"”) shall so notify the party against which the Indemnified Claim claim is made (the "“Indemnifying Party"”) in writing (the “Claims Notice”) of such Indemnified Claim claim within ninety (90) days a reasonable period of time after receipt of a notice of such Indemnified Claim or the Claiming Party receives notice of any demand, claim or circumstance which, is reasonably likely to give rise to a claim or the commencement of a third party any Proceeding (an “Asserted Liability”) that may reasonably be expected to result in a claim for indemnification by such party (the "Third Claiming Party Claim") against the party Indemnifying Party, or such earlier time as is reasonable and appropriate to which such notice is givenavoid prejudice to the Indemnifying Party; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Such notice The Claims Notice shall specify describe the nature Asserted Liability in reasonable detail, and shall indicate the amount (estimated, if necessary) of the Indemnified Claim and the liability, loss, cost losses that have been or expense incurred are expected to suffered by or imposed upon the Claiming Party; provided, however, that in no event shall the Claiming Party’s right to recoup losses from the Indemnifying Party on account hereofbe limited to the amount set forth or estimated in the Claims Notice if such notice is reasonable under the circumstances. If such liability, loss, cost or expense is losses are liquidated in amount, the notice Claims Notice shall so state and such amount shall be deemed the amount of the claim of the Claiming Party. If the amount is not liquidated, the notice Claims Notice shall so state and in such event an Indemnified Claim a claim shall be deemed asserted against the Indemnifying Party on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Indemnified Claim claim is liquidated and the claim is finally determined. Seller shall be entitled to apply amounts held under the Escrow Agreement to pay and/or satisfy Losses and/or settlements in respect of claims for which Seller is obligated to indemnify Buyer or any of the Buyer Indemnitees, and Buyer shall cooperate in all reasonable respects and in a timely manner to permit said uses, as requested by Seller from time to time.

Procedure Relative to Indemnification. (a1) In the event that any If a party hereto shall claim that it is entitled to be indemnified pursuant to the terms of this Section 7 (the "Indemnified Claim")Article, it (the "Claiming Party") shall so notify the party or parties against which the Indemnified Claim claim is made (the "Indemnifying Party") in writing of such Indemnified Claim claim within ninety sixty (9060) days after receipt of a the Claiming Party receives notice of such Indemnified Claim any action, proceeding, demand or assessment or otherwise has received notice of any claim of a third party that may reasonably be expected to result in a claim for indemnification by such party (the "Third Claiming Party Claim") against the party to which such notice is givenIndemnifying Party; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been is actually prejudiced as a result of such failure. Such notice shall specify the nature breach of representation, warranty or agreement claimed by the Indemnified Claim Claiming Party and the liability, loss, cost or expense Losses incurred by or imposed upon the Claiming Party on account hereofthereof. If such liability, loss, cost or expense is Losses are liquidated in amount, the notice shall so state and such amount shall be deemed the amount of the claim of the Claiming Party. If the amount is not liquidated, the notice shall so state and in such event an Indemnified Claim a claim shall be deemed asserted against the Indemnifying Party on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Indemnified Claim claim is liquidated and the claim is finally determined.

Procedure Relative to Indemnification. (ai) In the event that any party hereto Party shall claim that it is entitled to be indemnified pursuant to the terms of this Section 7 9 (the "Indemnified Claim"“Claiming Party”), it (the "Claiming Party") Party shall so notify the party Party against which the Indemnified Claim claim is made (the "“Indemnifying Party"”) in writing of such Indemnified Claim claim within ninety (90) thirty days after receipt of a the Claiming Party receives notice of such Indemnified Claim any action, proceeding, demand or assessment or otherwise has received notice of any claim of a third party that may reasonably be expected to result in a claim for indemnification by such party (the "Third Claiming Party Claim") against the party to which such notice is givenIndemnifying Party; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Such notice shall specify the nature breach of representation, warranty, agreement or covenant claimed by the Indemnified Claim Claiming Party and the liabilityLosses incurred by, loss, cost or expense incurred by or imposed upon the Claiming Party on account hereofthereof. If such liability, loss, cost or expense is Losses are liquidated in amount, the notice shall so state and such amount shall be deemed the amount of the claim of the Claiming Party. If the amount is not liquidated, the notice shall so state and in such event an Indemnified Claim a claim shall be deemed asserted against the Indemnifying Party on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Indemnified Claim claim is liquidated and the claim is finally determined.

Procedure Relative to Indemnification. (a) In the event that any party hereto Buyer Indemnified Party or Company Indemnified Party shall claim that it is entitled to be indemnified indemnified, defended or held harmless pursuant to the terms of this Section Article 7 (the "Indemnified each, a “Claim"”), it such party (the "“Claiming Party"”) shall so notify the party or parties against which the Indemnified Claim claim is made (the "“Indemnifying Party"”) in writing (a “Claim Notice”) of such Indemnified Claim within ninety (90) days promptly after receipt of a notice of such Indemnified Claim or the Claiming Party receives notice of any action, Proceeding, demand or assessment or otherwise has received notice or become aware of any claim of a third party that may reasonably be expected to result in a claim Claim by such party (the "Third Claiming Party Claim") against the party to which Indemnifying Party (provided that in the event of a delay in giving such notice is given; providednotice, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually not be relieved of its indemnification obligations hereunder unless it is materially prejudiced as a result of such failurethereby). Such notice The Claim Notice shall specify the nature breach of representation, warranty, agreement or covenant claimed by the Indemnified Claim Claiming Party and the liabilityLosses incurred by, lossor actually or potentially imposed upon, cost or expense incurred by or imposed upon the Claiming Party on account hereofthereof. If such liability, loss, cost or expense is Losses are liquidated in amount, the notice Claim Notice shall so state and such amount shall be deemed the amount of the claim Claim of the Claiming Party. If the amount is not liquidated, the notice Claim Notice shall so state and in such event an Indemnified a Claim shall be deemed asserted against the Indemnifying Party on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Indemnified Claim is liquidated and finally determined.

Procedure Relative to Indemnification. (a) In the event that any party hereto (the "Claiming Party") shall claim -------------- that it is entitled to be indemnified pursuant to the terms of this Section 7 Article VII as a result of any third party claim made against the Claiming Party (the a "Indemnified Third Party Claim"), it (the "Claiming Party") Party shall so notify the party against ----------------- from which the Indemnified Claim is made it intends to seek indemnification (the "Indemnifying Party") in ------------------ writing of such Indemnified Third Party Claim within ninety (90) days promptly after receipt of a notice of such Indemnified Third Party Claim or notice of any claim of a third party that event or circumstance which may reasonably be expected to result in a claim by such party (the "Third Party Claim") against the party to which such notice is given; provided, however, that failure to give such -------- ------- notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Such notice shall specify the nature misrepresentation, breach of warranty, or breach or nonfulfillment of agreement or covenant claimed by the Indemnified Claim Claiming Party and the liabilityLoss incurred by, loss, cost or expense incurred by or imposed upon upon, the Claiming Party on account hereofthereof. If such liability, loss, cost or expense Loss is liquidated in amount, the notice shall so state and such amount shall be deemed the amount of the claim of the Claiming Party. If the amount such Loss is not liquidatedliquidated in amount, the notice shall so state and and, in such event an Indemnified Claim event, a claim shall be deemed asserted against the Indemnifying Party on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Indemnified Claim claim is liquidated and the claim is finally determined.