Common use of Procedure Relative to Indemnification Clause in Contracts

Procedure Relative to Indemnification. (a) In the event that any party hereto claims that it is entitled to be indemnified, defended, or held harmless pursuant to the terms of this Article V (each, a “Claim”), such party (the “Claiming Party”) will promptly notify the party or parties against which the claim is made (the “Indemnifying Party”) in writing (a “Claim Notice”) of such Claim promptly after the Claiming Party receives notice of 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 by the Claiming Party against the Indemnifying Party. The Claim Notice will specify the breach of representation, warranty, agreement, or covenant claimed by the Claiming Party and the losses incurred by, or imposed upon, the Claiming Party on account thereof. If such losses are liquidated in amount, the Claim Notice will so state, and such amount is deemed the amount of the Claim of the Claiming Party. If the amount is not liquidated, the Claim Notice will so state, and in such event a Claim is deemed asserted against the Indemnifying Party on behalf of the Claiming Party, but no payment will be made on account thereof (except for reasonable attorneys’ fees and expenses) until the amount of such claim is liquidated and the Claim is finally determined. (b) The following provisions apply to Claims of the Claiming Party based upon a Third-Party Claim (including any form of proceeding filed or instituted by any governmental body): The Indemnifying Party has the right, upon receipt of the Claim Notice and at its expense, to defend such Third-Party Claim in its own name or, if necessary, in the name of the Claiming Party. The Claiming Party will cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested of the Claiming Party, and the Claiming Party has the right, at the Claiming Party’s expense, to participate in the defense. The Indemnifying Party has the right to settle and compromise such Third-Party Claim only with the consent of the Claiming Party (which consent may not be unreasonably withheld or delayed) unless there is no finding or admission of any violation of legal requirements or any violation of the rights of any person and no affect on any other Claims that may be made against the Claiming Party, and the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. (c) Upon receipt of a Claim Notice that does not involve a Third-Party Claim, the Indemnifying Party has thirty (30) days from the receipt of such Claim Notice to notify the Claiming Party that the Indemnifying Party disputes such Claim. If the Indemnifying Party does not timely notify the Claiming Party of such dispute, then the amount of such Claim is deemed, conclusively, a liability of the Indemnifying Party hereunder. If the Indemnifying Party does timely notify the Claiming Party of such dispute, then the Claiming Party has thirty (30) days to respond in a written statement to the objection of the Indemnifying Party. If after such thirty (30)-day period there remains a dispute as to any such Claim, then the Claiming Party and the Indemnifying Party will attempt in good faith for a period not to exceed thirty (30) additional days to agree upon the rights of the respective parties with respect to such Claim. If the parties should so agree, a memorandum setting forth such agreement will be prepared and signed by the Purchaser and the Sellers. If the parties do not agree within such additional thirty (30)-day period, then the Claiming Party may pursue any and all other remedies available to it hereunder. (d) The Claiming Party is entitled to pursue each and every remedy available to it at law or in equity to enforce the indemnification provisions of this Article V 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 attempting to enforce indemnification under this Article 5, whether the same is enforced by suit or otherwise which the Indemnifying Party and the Claiming Party agree are due to the Claiming Party or which a court, arbitrator or other judicial body determines are due to the Claiming Party. In the event that it is determined, or that the Claiming Party agrees, that the Indemnifying Party is not obligated to indemnify the Claiming Party for such Claim, the Claiming Party will pay all costs, expenses and fees, including reasonable attorneys’ fees, which may have been incurred by the Indemnifying Party in defending or disputing the Claim by the Claiming Party under this Article V.

Procedure Relative to Indemnification. (a) In the event that any party hereto claims that it is entitled to be indemnified, defended, defended or held harmless pursuant to the terms of this Article V 10 (each, a “Claim”), such party (the “Claiming Party”) will promptly notify the party or parties against which the claim is made (the “Indemnifying Party”) in writing (a “Claim Notice”) of such Claim promptly after the Claiming Party receives notice of any action, Proceeding, demand, 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 by the Claiming Party against the Indemnifying Party. The Claim Notice will specify the breach of representation, warranty, agreement, agreement or covenant claimed by the Claiming Party and the losses Losses incurred by, or imposed upon, the Claiming Party on account thereof. If such losses Losses are liquidated in amount, the Claim Notice will so state, and such amount is deemed the amount of the Claim of the Claiming Party. If the amount is not liquidated, the Claim Notice will so state, and in such event a Claim is deemed asserted against the Indemnifying Party on behalf of the Claiming Party, but no payment will be made on account thereof (except for reasonable attorneys’ fees and expenses) until the amount of such claim is liquidated and the Claim is finally determined. (b) The following provisions apply to Claims of the Claiming Party which are based upon a Third-Party Claim (including any form of proceeding Proceeding filed or instituted by any governmental body): The Governmental Body): (i) Subject to the other provisions of this Section 10.3(b), the Indemnifying Party has the right, upon receipt of the Claim Notice and at its expense, after acknowledging its responsibility to provide indemnity and defense, to defend such Third-Party Claim in its own name or, if necessary, in the name of the Claiming Party. If the Indemnifying Party wishes to exercise its right to defend a Third-Party Claim, it must first give written notice to that effect to the Claiming Party within 15 days after the Claiming Party gives notice of the Third-Party Claim. The Claiming Party will cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested of the Claiming Party, and the Claiming Party has the right, at the Claiming Party’s expense, to participate in the defense. The Indemnifying Party has the right to settle and compromise such Third-Party Claim only with the consent of the Claiming Party (which consent may not be unreasonably withheld or delayed) unless there is no finding or admission of any violation of legal requirements Legal Requirements or any violation of the rights of any person Person and no affect effect on any other Claims that may be made against the Claiming Party, and the sole relief provided is monetary damages that are paid in full by the Indemnifying PartyParty (subject to the Basket Amount). (ii) Regardless of whether the Indemnifying Party elects to defend the Third-Party Claim, the Indemnifying Party has the right within thirty (30) days from receipt of the Claim Notice to notify the Claiming Party that the Indemnifying Party disputes the merits of the Third-Party Claim or that the Third-Party Claim is the subject of indemnification hereunder. Following any such notice of dispute, the Indemnifying Party no longer shall have the right to defend the Third-Party Claim under Section 10.3(b)(i). (iii) In the event that the Indemnifying Party notifies the Claiming Party that the Indemnifying Party does not wish to defend the Third-Party Claim, or fails to notify the Claiming Party of its election to defend the Third-Party Claim within the 15-day period referred to in Section 10.3(b)(i), then the Claiming Party has the right to conduct a defense against such Third-Party Claim and will have the right to settle and compromise such Third-Party Claim, and the Indemnifying Party will have none of the rights designated in Section 10.3(b)(i). (c) Upon receipt of a Claim Notice that does not involve a Third-Party Claim, the Indemnifying Party has thirty (30) days from the receipt of such Claim Notice to notify the Claiming Party that the Indemnifying Party disputes such Claim. If the Indemnifying Party does not timely notify the Claiming Party of such dispute, then the amount of such Claim is deemed, conclusively, a liability of the Indemnifying Party hereunder. If the Indemnifying Party does timely notify the Claiming Party of such dispute, then the Claiming Party has thirty (30) days to respond in a written statement to the objection of the Indemnifying Party. If after such thirty (30)-day period there remains a dispute as to any such Claim, then the Claiming Party and the Indemnifying Party will attempt in good faith for a period not to exceed thirty (30) additional days to agree upon the rights of the respective parties with respect to such Claim. If the parties should so agree, a memorandum setting forth such agreement will be prepared and signed by the Purchaser Parent and the SellersSeller Representative. If the parties do not agree within such additional thirty (30)-day period, then the Claiming Party may pursue any and all other remedies available to it hereunder. (d) The Once the amount of any Claim under this Article 10 is liquidated and the Claim is finally determined, the Claiming Party is entitled to pursue each and every remedy available to it at law or in equity to enforce the indemnification provisions of this Article V 10 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 attempting to enforce indemnification under this Article 510, whether the same is enforced by suit or otherwise which the Indemnifying Party and the Claiming Party agree are due to the Claiming Party or which a court, arbitrator or other judicial body determines are due to the Claiming Party. In the event that it is determined, or that the Claiming Party agrees, that the Indemnifying Party is not obligated to indemnify the Claiming Party for such Claim, the Claiming Party will pay all costs, expenses and fees, including reasonable attorneys’ fees, which may have been incurred by the Indemnifying Party in defending or disputing the Claim by the Claiming Party under this Article V.10. (e) In the event that any Buyer Indemnified Party receives any oral or written communication regarding any pending or threatened examination, claim, adjustment or other Proceeding with respect to the liability of the Surviving Company and the Operating Companies for Taxes for which the Sellers are or may be liable under this Agreement by reason of the indemnity provided in Section 10.1(b)(iii) or a breach of any representation or warranty set forth in Section 4.15 (a “Tax Claim”), such Buyer Indemnified Party will, within 30 days, notify the Seller Representative in writing thereof, and the Sellers, through the Seller Representative, are entitled, at their sole expense, to control or settle the contest of, any examination, claim, adjustment or Proceeding to the extent that such examination, claim, adjustment or Proceeding could give rise to such liability; provided, however, that the Sellers may not take or advocate any position that could reasonably be expected to have an adverse effect on the Surviving Company or any of its Affiliates without the prior written consent of the Surviving Company. The Sellers through the Seller Representative will keep the Surviving Company fully and timely informed with respect to the commencement, status and nature of any such Tax Proceeding. The Surviving Company will cooperate fully with the Seller Representative in handling any such Tax Claim. The Surviving Company will provide, or cause to be provided to the Seller Representative or its designee, all necessary authorizations, including powers of attorney, to control any such Tax Proceeding which the Sellers are entitled to control pursuant to this Section 10.3(e). If any such Tax Proceeding relating to a Tax Claim results in the payment of any Taxes for which the Sellers are liable hereunder, and the Surviving Company or any of its respective Affiliates receives a corresponding Tax benefit relating to the circumstances which give rise to the Tax Claim in the Tax Period of payment or in the subsequent two Tax Periods, then the Surviving Company or its respective Affiliate shall pay to the Sellers (i) the actual reduction in Taxes due and payable in such Tax Period below the amount of Taxes that would have been due and payable but for the circumstances which give rise to such Tax payment by Sellers, or (ii) any refund of Taxes already paid attributable to such Tax payment by Sellers, provided however, that any Tax benefit taken into account for purposes of this sentence shall not also be taken into account or refunded pursuant to Section 10.2(c). (f) For purposes of this Section 10.3 and subject to Article 12, the Seller Representative will act on behalf of the Sellers. (g) No failure or delay on the part of any Buyer Indemnified Party in providing any notice required hereunder shall limit or affect such Buyer Indemnified Party’s right to be indemnified hereunder except only to the extent that the Sellers are actually prejudiced thereby.

Procedure Relative to Indemnification. (a) In the event that any party hereto claims shall claim that it is entitled to be indemnified, defended, defended or held harmless pursuant to the terms of this Article V Section 9 (each, a “Claim”), such party (the “Claiming Party”) will shall promptly notify the party or parties against which the claim is made (the “Indemnifying Party”) in writing (a “Claim Notice”) of such Claim promptly after the Claiming Party receives notice of any action, Legal Proceeding, demand, 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 by the Claiming Party against the Indemnifying Party. The Claim Notice will shall specify the breach of representation, warranty, agreement, agreement or covenant claimed by the Claiming Party and the losses Damages incurred by, or imposed upon, the Claiming Party on account thereof. If such losses Damages are liquidated in amount, the Claim Notice will shall so state, state and such amount is shall be deemed the amount of the Claim of the Claiming Party. If the amount is not liquidated, the Claim Notice will shall so state, state and in such event a Claim is shall be deemed asserted against the Indemnifying Party on behalf of the Claiming Party, but no payment will shall be made on account thereof (except for reasonable attorneys’ fees and expenses) until the amount of such 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. (b) The following provisions shall apply to Claims of the Claiming Party which are based upon a Third-Party Claim (including any form of proceeding Legal Proceeding filed or instituted by any governmental body): Governmental Body): (i) The Indemnifying Party has shall have the right, upon receipt of the Claim Notice and at its expense, to defend such Third-Party Claim in its own name or, if necessary, in the name of the Claiming Party; provided that the Indemnifying Party shall not be entitled to assume or continue control of the defense of any Third-Party Claim if (A) the Third-Party Claim relates to or arises in connection with any criminal Legal Proceeding, (B) the Third-Party Claim principally seeks an injunction or equitable relief against any Indemnified Party, (C) the Third-Party Claim (together with all outstanding and unresolved Claims) has or would reasonably be expected to result in Damages in excess of the amounts remaining in the Escrow Account by $250,000 or (D) the Indemnifying Party has failed or is failing to defend in good faith the Third-Party Claim. The cost of such defense by the Indemnifying Party shall be paid (1) in the case of a Claim made by a Parent Indemnitee or a Tax Indemnified Parent Party (other than pursuant to Section 9.10), from the Company Agent Retention Account (to the extent of any funds remaining in such account) and thereafter from the Escrow Account (to the extent of any funds remaining in the Escrow Account), (2) in the case of a Claim made by a Parent Indemnitee pursuant to Section 9.10, from the Company Agent Retention Account (to the extent of any funds remaining in such account) and thereafter from Tax Escrow Account or (3) otherwise, by, and at the direct expense of, the Indemnifying Party. If the Indemnifying Party so assumes the defense of the Third-Party Claim in accordance with this Section 9.5(b)(i), then any amounts held in the Escrow Account or the Tax Escrow Account, as applicable required for the reasonable cost and expense of defending such Third-Party Claim shall be promptly released to the Indemnifying Party as such costs and expenses become due and payable. The Indemnifying Party and the Claiming Party shall instruct the Escrow Agent to release such amounts to the Indemnifying Party within five (5) days following a request by the Indemnifying Party to the Claiming Party to so instruct the Escrow Agent accompanied by reasonable and customary supporting documentation. The Claiming Party will shall cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested of the Claiming Party, and the Claiming Party has shall have the right, at the Claiming Party’s expense, to participate in the defense. The If the Indemnifying Party has assumes the defense of any Third-Party Claim, it shall not settle the Third-Party Claim without the Claiming Party’s consent (which consent shall not be unreasonably withheld, conditioned or delayed) unless (A) the settlement does not entail any admission of liability on the part of any Indemnified Party, and (B) the settlement includes an unconditional release of each Claiming Party, as applicable, reasonably satisfactory to the Claiming Party, from all Damages with respect to such Third-Party Claim. If the Claiming Party fails to consent to any settlement or compromise offer, the Indemnifying Party may continue to contest such Third-Party Claim and, in such event, the maximum liability of the Indemnifying Party to the Claiming Party in respect of such Claim shall not exceed such settlement or compromise offer. The Claiming Party shall have the right (but not the obligation) to participate in the defense of such Third-Party Claim and to employ, at its own expense, counsel separate from counsel employed by the Indemnifying Party; provided that the fees, costs and expenses of such counsel shall be at the expense of the Indemnifying Party if the Indemnifying Party and the Claiming Party are both named parties to the proceedings and the Claiming Party shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to an actual conflict of interests between them. (ii) Regardless of whether the Indemnifying Party elects to defend the Third-Party Claim, the Indemnifying Party shall also have the right, within thirty (30) days from receipt of the Claim Notice, to notify the Claiming Party that the Indemnifying Party disputes the merits of the Third-Party Claim or that the Third-Party Claim is the subject of indemnification hereunder. Such dispute shall not affect the Indemnifying Party’s right to defend the Third-Party Claim under Section 9.5(b)(i). Failure or delay in notifying the Indemnifying Party will not relieve the Indemnifying Party of any Liability it may have to the Claiming Party, except and only to the extent that such failure or delay materially prejudices the Indemnifying Party with respect to such Third-Party Claim. (iii) In the event the Indemnifying Party shall notify the Claiming Party that the Indemnifying Party does not wish to defend the Third-Party Claim, then the Claiming Party shall have the right to conduct a defense (the reasonable fees, costs and expenses of such defense to be reimbursed by the Indemnifying Party) against such Third-Party Claim and shall have the right to settle and compromise such Third-Party Claim only with if it acts reasonably and in good faith upon ten (10) days’ notice to, but without having to first obtain the consent of, the Indemnifying Party. (iv) No settlement of any Third-Party Claim without the consent of the Claiming Indemnifying Party (which consent may shall not be unreasonably withheld withheld, conditioned or delayed) unless there is no finding or admission of any violation of legal requirements or any violation shall be determinative of the rights amount of any person and no affect on any other Claims that may be made against the Claiming Party, and the sole relief provided is monetary damages that are paid in full by the Indemnifying PartyDamages related to such Claim. (c) Upon receipt of a Claim Notice that does not involve a Third-Party Claim, the Indemnifying Party has shall have thirty (30) days from the receipt of such Claim Notice to notify the Claiming Party that the Indemnifying Party disputes such Claim. If the Indemnifying Party does not timely notify the Claiming Party of such dispute, then the amount of such Claim is shall be deemed, conclusively, a liability Liability of the Indemnifying Party hereunder. If the Indemnifying Party does timely notify the Claiming Party of such dispute, then the Claiming Party has shall have thirty (30) days to respond in a written statement to the objection of the Indemnifying Party. If after such thirty (30)-day period there remains a dispute as to any such Claim, then the Claiming Party and the Indemnifying Party will shall attempt in good faith for a period not to exceed thirty (30) additional days to agree upon the rights of the respective parties with respect to such Claim. If the parties should so agree, a memorandum setting forth such agreement will shall be prepared and signed by the Purchaser Parent and the Sellers. Company Agent. (d) If the parties do not agree reach agreement with respect to a Claim that does not include a Third-Party Claim within such the additional thirty (30)-day period, then the Claiming Party may pursue any and all other remedies available period referred to it hereunder. (d) The Claiming Party is entitled to pursue each and every remedy available to it at law or in equity to enforce the indemnification provisions of this Article V and, in the event it is determinedpenultimate sentence of Section 9.5(c) or, or with respect to a Third-Party Claim that was settled without the consent of the Indemnifying Party agreesas set forth in Section 9.5(b)(iv), that it is obligated to indemnify the Claiming Party for such Claim, if the Indemnifying Party agrees disputes such Claim within the thirty (30)-day notice period referred to pay all costsin Section 9.5(b)(ii), expenses and feesthen within five (5) business days after the conclusion of such thirty (30)-day negotiation period or delivery of the dispute notice, including all reasonable attorneys’ fees which may be incurred by the Claiming Party in attempting to enforce indemnification under this Article 5, whether the same is enforced by suit or otherwise which the Indemnifying Party and the Claiming Party agree are due to the Claiming Party or which a court, arbitrator or other judicial body determines are due to the Claiming Party. In the event that it is determined, or that the Claiming Party agrees, that the Indemnifying Party is not obligated to indemnify the Claiming Party for such Claimas applicable, the Claiming Party will pay all costs, expenses and fees, including reasonable attorneys’ fees, which may have been incurred by the Indemnifying Party shall enter into a written agreement setting forth a reasonably detailed description of any matters that remain the subject of the dispute (the “Disputed Matters”), including a statement as to the amount which remains in defending or disputing dispute (the Claim by “Contested Amount”) at the Claiming Party under this Article V.conclusion of such negotiations. Any Contested Amount shall be finally determined in accordance with Section 11.8(d). For the avoidance of doubt, any applicable statute of limitations shall be tolled during the period that the parties are engaged in such discussions.

Procedure Relative to Indemnification. (a) In the event that any party hereto claims that it is entitled to be indemnified, defended, or held harmless pursuant to the terms of this Article V 8 (each, a “Claim”), such party (the “Claiming Party”) will promptly notify the party or parties against which the claim is made (the “Indemnifying Party”) in writing (a “Claim Notice”) of such Claim promptly after the Claiming Party receives notice of 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 by the Claiming Party against the Indemnifying Party. The Claim Notice will specify the breach of representation, warranty, agreement, or covenant claimed by the Claiming Party and the losses incurred by, or imposed upon, the Claiming Party on account thereof. If such losses are liquidated in amount, the Claim Notice will so state, and such amount is deemed the amount of the Claim of the Claiming Party. If the amount is not liquidated, the Claim Notice will so state, and in such event a Claim is deemed asserted against the Indemnifying Party on behalf of the Claiming Party, but no payment will be made on account thereof (except for reasonable attorneys’ fees and expenses) until the amount of such claim is liquidated and the Claim is finally determined. (b) The following provisions apply With respect to Claims of the Claiming Party based upon a Third-Party Claim (including any form of proceeding filed or instituted by any governmental body): The ), the Indemnifying Party has the right, upon receipt of the Claim Notice and at its expense, to defend such Third-Party Claim in its own name or, if necessary, in the name of the Claiming Party. The Claiming Party will cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested of the Claiming Party, and the Claiming Party has the right, at the Claiming Party’s expense, to participate in the defense. The Indemnifying Party has the right to settle and compromise such Third-Party Claim only with the consent of the Claiming Party (which consent may not be unreasonably withheld or delayed) unless there is no finding or admission of any violation of legal requirements or any violation of the rights of any person and no affect on any other Claims that may be made against the Claiming Party, and the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. (c) Upon receipt of a Claim Notice that does not involve a Third-Party Claim, the Indemnifying Party has thirty (30) days from the receipt of such Claim Notice to notify the Claiming Party that the Indemnifying Party disputes such Claim. If the Indemnifying Party does not timely notify the Claiming Party of such dispute, then the amount of such Claim is deemed, conclusively, a liability of the Indemnifying Party hereunder. If the Indemnifying Party does timely notify the Claiming Party of such dispute, then the Claiming Party has thirty (30) days to respond in a written statement to the objection of the Indemnifying Party. If after such thirty (30)-day period there remains a dispute as to any such Claim, then the Claiming Party and the Indemnifying Party will attempt in good faith for a period not to exceed thirty (30) additional days to agree upon the rights of the respective parties with respect to such Claim. If the parties should so agree, a memorandum setting forth such agreement will be prepared and signed by the Purchaser Parent and the SellersRepresentative. If the parties do not agree within such additional thirty (30)-day period, then the Claiming Party may pursue any and all other remedies available to it hereunder. (d) The Once the amount of any Claim under this Article 8 is finally determined, the Claiming Party is entitled to pursue each and every remedy available to it at law or in equity to enforce the indemnification provisions of this Article V 8 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 attempting to enforce indemnification under this Article 58, whether the same is enforced by suit or otherwise which the Indemnifying Party and the Claiming Party agree are due to the Claiming Party or which a court, arbitrator or other judicial body determines are due to the Claiming Party. In the event that it is determined, or that the Claiming Party agrees, that the Indemnifying Party is not obligated to indemnify the Claiming Party for such Claim, the Claiming Party will pay all costs, expenses and fees, including reasonable attorneys’ fees, which may have been incurred by the Indemnifying Party in defending or disputing the Claim by the Claiming Party under this Article V.8. (e) For purposes of this section 8.4 and subject to Article 10, the Representative will act on behalf of the Principal Shareholders.