Common use of Terms and Conditions of Indemnification Clause in Contracts

Terms and Conditions of Indemnification. The respective obligations and Liabilities of Sellers and Buyer to indemnify pursuant to this Article VIII shall be subject to the following terms and conditions: (a) The party seeking indemnification (the “Claimant”) must give the other party or parties, as the case may be (the “Indemnitor”), prompt, written, reasonably detailed notice of any such Claim (the “Claim Notice”). The Claimant’s failure to give a prompt Claim Notice, however, shall not serve to eliminate, limit or waive the Claimant’s right to indemnification hereunder except to the extent the Indemnitor is actually prejudiced as a result of such failure. (b) The respective obligations and Liabilities of Sellers and Buyer to indemnify pursuant to this Article VIII in respect of any Claim by a third party shall be subject to the following additional terms and conditions: (i) The Indemnitor shall have the right to undertake, by counsel or other Representatives of its own choosing reasonably satisfactory to Claimant, the defense, compromise, and settlement of such Claim unless (A) the Indemnitor fails to make reasonably adequate provision of the Indemnitor’s ability to satisfy and discharge the Claim, or (B) the claimed indemnification is subject to a Liability cap pursuant to Section 8.2 or 8.3 and the reasonably estimated amount of likely damages in connection with such Claim is greater than the unused portion of the applicable liability cap (the foregoing clauses (A) and (B), collectively, the “Litigation Conditions”). (ii) In the event that (A) the Indemnitor shall elect not to undertake such defense, (B) within thirty (30) days after receipt of written notice of any such Claim from Claimant, the Indemnitor shall fail to notify the Indemnitee that it will defend such Claim, or (C) any of the Litigation Conditions applies, the Claimant (upon further written notice to the Indemnitor) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other Representatives of its own choosing, on behalf of, at the expense of and for the account and risk of the Indemnitor; provided, that the Indemnitor may participate in such defense with counsel of its choosing at its sole cost and expense; provided, further, that the Claimant shall not settle or compromise any such Claim without the prior written consent of Indemnitor, which consent shall not be unreasonably withheld or delayed. (iii) Notwithstanding anything in this Section 8.4 to the contrary, (A) if there is a reasonable probability that a Claim may materially and adversely affect the Claimant other than as a result of money damages or other money payments, the Claimant shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the Claim, (B) the Indemnitor shall not, without the Claimant’s written consent (which consent shall not be unreasonably withheld or delayed) settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claiming party or the plaintiff to the Claimant of a release from all liability in respect of such Claim, and (C) in the event that the Indemnitor undertakes defense of any Claim, the Claimant by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnitor and its counsel or other Representatives concerning such Claim and the Indemnitor and the Claimant and their respective counsel or other Representatives shall reasonably cooperate with respect to such Claim, subject to the execution and delivery of a mutually satisfactory joint defense agreement. (c) The amount of any Claim subject to indemnification hereunder shall be calculated net of any insurance proceeds (net of collection expenses) actually received by the Claimant on account of such Claim. Buyer and the Sellers shall use commercially reasonable efforts to recover under insurance policies for any Claims; provided, however, that all out-of-pocket costs incurred in collecting such proceeds shall be borne by the Indemnitor. If a party receives any insurance proceeds or other compensation, with respect to a matter or claim, after having received any indemnification payment under this Agreement with respect to such matter or claim, such party will promptly refund to the other party an amount equal to such net insurance proceeds. (d) The parties agree that any indemnification payments made pursuant to this Agreement shall be treated for Tax purposes as an adjustment to the Purchase Price, unless otherwise required by Law.

Terms and Conditions of Indemnification. The respective obligations and Liabilities liabilities of Sellers and of Buyer to indemnify pursuant to this Article VIII IX shall be subject to the following terms and conditions: (a) The party seeking indemnification (the “"Claimant”") must give the other party or parties, as the case may be (the “"Indemnitor”"), prompt, written, reasonably detailed written notice of any such Claim (the “Claim Notice”)claim promptly. The Claimant’s 's failure to give a prompt Claim Noticenotice, however, shall not serve to eliminate, eliminate or limit or waive the Claimant’s 's right to indemnification hereunder except to the extent such failure prejudices the Indemnitor is actually prejudiced as a result rights of such failurethe Indemnitor. (b) The respective obligations and Liabilities liabilities of Sellers and of Buyer to indemnify pursuant to this Article VIII IX in respect of any Claim by a third party shall be subject to the following additional terms and conditions: (i) The Indemnitor shall have the right to undertake, by counsel or other Representatives representatives of its own choosing reasonably satisfactory to Claimant, the defense, compromise, and settlement of such Claim unless (A) the Indemnitor fails to make reasonably adequate provision of the Indemnitor’s ability to satisfy and discharge the Claim, or (B) the claimed indemnification is subject to a Liability cap pursuant to Section 8.2 or 8.3 and the reasonably estimated amount of likely damages in connection with such Claim is greater than the unused portion of the applicable liability cap (the foregoing clauses (A) and (B), collectively, the “Litigation Conditions”). (ii) In the event that (A) the Indemnitor shall elect not to undertake such defense, (B) or within thirty (30) days a reasonable time after receipt of written notice of any such Claim claim from Claimant, the Indemnitor Claimant shall fail to notify the Indemnitee that it will defend such Claim, or (C) any of the Litigation Conditions appliesdefend, the Claimant (upon further written notice to the Indemnitor) shall have the right to undertake the defense, compromise or settlement of such Claimclaim, by counsel or other Representatives representatives of its own choosing, on behalf of, at the expense of and for the account and risk of the Indemnitor; provided, that the Indemnitor may participate in such defense with counsel of its choosing at its sole cost and expense; provided, further, that the Claimant shall not settle or compromise any such Claim without the prior written consent of Indemnitor, which consent shall not be unreasonably withheld or delayed. (iii) Notwithstanding anything in this Section 8.4 9.4 to the contrary, (A) if there is a reasonable probability that a Claim may materially and adversely affect the Claimant other than as a result of money damages or other money payments, the Claimant shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the Claim, (B) the Indemnitor shall not, without the Claimant’s 's written consent (which consent shall not be unreasonably withheld or delayed) consent, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claiming party or the plaintiff to the Claimant of a release from all liability in respect of such Claimclaim, and (C) in the event that the Indemnitor undertakes defense of any Claim, the Claimant by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnitor and its counsel or other Representatives representatives concerning such Claim claim and the Indemnitor and the Claimant and their respective counsel or other Representatives representatives shall reasonably cooperate with respect to such Claimclaim, subject to the execution and delivery of a mutually satisfactory joint defense agreement. (c) The amount of any Claim subject to indemnification hereunder shall be calculated net of any insurance proceeds (net of collection expenses) actually received by the Claimant on account of such Claim. Buyer and the Sellers shall use commercially reasonable efforts to recover under insurance policies for any Claims; provided, however, that all out-of-pocket costs incurred in collecting such proceeds shall be borne by the Indemnitor. If a party receives any insurance proceeds or other compensation, with respect to a matter or claim, after having received any indemnification payment under this Agreement with respect to such matter or claim, such party will promptly refund to the other party an amount equal to such net insurance proceeds. (d) The parties agree that any indemnification payments made pursuant to this Agreement shall be treated for Tax purposes as an adjustment to the Purchase Price, unless otherwise required by Law.

Terms and Conditions of Indemnification. The respective obligations and Liabilities liabilities of Sellers the Company, Former Securityholders and Buyer Parent to indemnify pursuant to this Article VIII VII shall be subject to the following terms and conditions: (a) The party seeking indemnification (the “Claimant”) must give the other party or parties, as the case may be (the “Indemnitor”), prompt, written, reasonably detailed prompt written notice of any such Claim (the “Claim Notice”)Claim. The Claimant’s failure to give a prompt Claim Noticenotice, however, shall not serve to eliminate, eliminate or limit or waive the Claimant’s right to indemnification hereunder except to the extent such failure prejudices the Indemnitor is actually prejudiced as a result rights of such failurethe Indemnitor. (b) The respective obligations and Liabilities liabilities of Sellers the Company, the Former Securityholders and Buyer Parent to indemnify pursuant to this Article VIII VII in respect of any Claim by a third party shall be subject to the following additional terms and conditions: (i) The Indemnitor shall have the right to undertake, by counsel or other Representatives representatives of its own choosing reasonably satisfactory to Claimant, the defense, compromise, and settlement of such Claim (unless (A) the Indemnitor fails Claimant reasonably determines that a third-party claim may adversely affect it or its Affiliates in any material respect other than as a result of monetary damages for which it would be entitled to make reasonably adequate provision of the Indemnitor’s ability to satisfy and discharge the Claim, or (B) the claimed indemnification is subject to a Liability cap pursuant to Section 8.2 or 8.3 and the reasonably estimated amount of likely damages in connection with such Claim is greater than the unused portion of the applicable liability cap (the foregoing clauses (A) and (B), collectively, the “Litigation Conditions”under this Agreement). (ii) In the event that (A) If the Indemnitor shall elect elects not to undertake such defense, (B) or within thirty (30) twenty days after receipt of written notice of any such Claim from Claimant, the Indemnitor Claimant shall fail to notify the Indemnitee that it will defend such Claim, or (C) any of the Litigation Conditions appliesdefend, the Claimant (upon further written notice to the Indemnitor) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other Representatives representatives of its own choosing, on behalf of, at the expense of and for the account and risk of the Indemnitor; provided, that the Indemnitor may participate in such defense with counsel of its choosing at its sole cost and expense; provided, further, that the Claimant shall not settle or compromise any such Claim without the prior written consent of Indemnitor, which consent shall not be unreasonably withheld or delayed. (iii) Notwithstanding anything in this Section 8.4 7.4 to the contrary, (A) if there is a reasonable probability that a Claim may materially and adversely affect the Claimant other than as a result of money damages or other money payments, the Claimant shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the Claim, (B) the Indemnitor shall not, without the Claimant’s written consent (which consent shall not be unreasonably withheld or delayed) consent, settle or compromise any Claim claim or consent to entry of any judgment which does not include unless (x) such compromise or settlement includes as an unconditional term thereof the giving by the claiming party or the plaintiff to the Claimant and its Affiliates of a release from all liability in respect of such Claimclaim and such compromise or settlement does not otherwise require Claimant or its Affiliates to pay any monetary damages, and (Cy) in there is no finding or admission of any violation of any Legal Requirement or any violation of the event that rights of any Person by Claimant or its Affiliates, and (B) if the Indemnitor undertakes defense of any Claimclaim, the Claimant by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnitor and its counsel or other Representatives representatives concerning such Claim claim and the Indemnitor and the Claimant and their respective counsel or other Representatives representatives shall reasonably cooperate and keep Claimant informed with respect to such Claimclaim, subject to the execution and delivery of a mutually satisfactory joint defense agreement. (c) The With respect to an indemnity notice that is delivered by a Parent Claimant, upon final resolution or acceptance of the amount of any Claim damages subject to indemnification hereunder shall be calculated net such indemnity notice (an “Undisputed Amount”), the Escrow Agent upon receipt of any insurance proceeds (net of collection expenses) actually received by joint instructions from Parent and the Claimant on account Securityholders’ Representative will disburse the amount of such ClaimUndisputed Amount to Parent (subject, however, to a maximum payment equal to the remaining balance of the Indemnity Escrow Amount), upon the terms and conditions set forth in the Escrow Agreement. Buyer If the amount of such Undisputed Amount exceeds the remaining balance in the Indemnity Escrow Amount or the Indemnity Escrow Amount has been released in accordance with the terms of the Escrow Agreement, then, Parent shall have the right to exercise its other rights and remedies hereunder subject to the Sellers shall use commercially reasonable efforts to recover under insurance policies for any Claimslimitations contained in this Agreement; provided, however, further that all out-of-pocket costs incurred in collecting each Former Securityholders’ percentage of such proceeds Undisputed Amount shall be borne by not exceed the Indemnitor. If a party receives any insurance proceeds percentage of Merger Consideration to which such Former Securityholder is directly or other compensation, with respect indirectly entitled as computed pursuant to a matter or claim, after having received any indemnification payment under this Agreement with respect to such matter or claim, such party will promptly refund to the other party an amount equal to such net insurance proceedsSchedule 1.6. (d) The parties agree With respect to an indemnity notice that any indemnification payments made pursuant is delivered by the Securityholders’ Representative, upon final resolution or acceptance of the amount of Damages subject to this Agreement such indemnity notice, Parent shall be treated for Tax purposes as an adjustment promptly pay the amount of such Damages to the Purchase Price, unless otherwise required by LawSecurityholders’ Representative (and the Securityholders’ Representative shall promptly distribute such amount to the Former Securityholders in the same proportion as the distributions to the Former Securityholders of the Merger Consideration). (e) Parent and the Securityholders’ Representative shall provide joint written instructions to the Escrow Agent regarding the release of the Indemnity Escrow Amount within five (5) Business Days of the final resolution or acceptance of an Undisputed Amount.

Terms and Conditions of Indemnification. The respective obligations and Liabilities liabilities of Sellers the Seller and Buyer Parent, on the one hand, and Purchaser, on the other, to indemnify pursuant to this Article VIII shall be subject to the following terms and conditions: (a) The party seeking indemnification (the a “ClaimantClaim”) must give the other party or parties, as the case may be (the “Indemnitor”), prompt, written, reasonably detailed notice of any such Claim (the “Claim Notice”). The Claimant’s failure to give a prompt Claim Notice, however, shall not serve to eliminate, limit or waive the Claimant’s right to indemnification hereunder except to the extent the Indemnitor is actually prejudiced as a result of such failure. (b) The respective obligations and Liabilities of Sellers and Buyer to indemnify pursuant to this Article VIII in respect of any Claim by a third party shall be subject to the following additional terms and conditions: (ia) A Party seeking indemnification (the “Claimant”), shall promptly notify the Party or Parties (the “Indemnitor”) required to provide indemnification hereunder of any Claim but in no event later than twenty (20) days after becoming aware of the basis for such Claim; provided, however, that the failure of the Claimant to give the Indemnitor notice within the specified number of days shall not relieve the Indemnitor of any of its obligations hereunder except to the extent such failure actually prejudices such Indemnitor's ability successfully to defend the claim, action, suit or proceeding giving rise to the Claim. (b) The Indemnitor shall have the right to undertake, by counsel or other Representatives representatives of its own choosing reasonably satisfactory to the Claimant, the defense, compromise, compromise and settlement of such any third party claim (“Third Party Claim”). If the defense of a Third Party Claim unless (A) is so tendered to the Indemnitor fails and within twenty (20) days thereafter the Indemnitor accepts such tender by written notice to make reasonably adequate provision the Claimant, then upon acceptance of the Indemnitor’s ability to satisfy and discharge the Claim, or (B) the claimed indemnification is subject to a Liability cap pursuant to Section 8.2 or 8.3 and the reasonably estimated amount of likely damages in connection with such Claim is greater than the unused portion of the applicable liability cap (the foregoing clauses (A) and (B), collectivelytender, the “Litigation Conditions”)Indemnitor shall, unless otherwise expressly agreed in writing by the Claimant, be deemed to have agreed to indemnify the Claimant with respect to such Third Party Claim. (iic) In the event that (A) If the Indemnitor shall elect elects not to undertake such defense, or within twenty (B) within thirty (3020) days after receipt of written notice of any such Claim from Claimant, the Indemnitor Claimant shall fail to notify defend or to reasonably and diligently contest, defend or litigate the Indemnitee that it will defend such Third Party Claim, or (C) any of the Litigation Conditions applies, the Claimant (upon further written notice to the Indemnitor) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other Representatives representatives of its own choosing, on behalf of, at the expense of and for the account and risk of the Indemnitor; provided, that the Indemnitor may participate in such defense with counsel of its choosing at its sole cost and expense; provided, further, that the Claimant shall not settle or compromise any such Claim without the prior written consent of Indemnitor, which consent shall not be unreasonably withheld or delayed. (iiid) Notwithstanding anything in this Section 8.4 to the contrary, (A) if there is a reasonable probability that a Claim may materially and adversely affect the Claimant other than as a result of money damages or other money payments, the Claimant shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the Claim, (Bi) the Indemnitor shall not, without the Claimant’s 's written consent (which consent shall not be unreasonably withheld or delayed) consent, settle or compromise any Claim claim or consent to entry of any judgment which does not include unless such compromise or settlement includes as an unconditional term thereof the giving by the claiming party Party or the plaintiff to the Claimant and its Affiliates of a full and unconditional release from all liability Liability in respect of such ClaimClaim and such compromise or settlement does not otherwise require Claimant or its Affiliates to pay any monetary damages or otherwise restrict Claimant in any material way, and (Cii) in the event that if the Indemnitor undertakes defense of any Claim, the Claimant by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnitor and its counsel or other Representatives representatives concerning such Claim and the Indemnitor and the Claimant and their respective counsel or other Representatives representatives shall reasonably cooperate and keep Claimant informed with respect to such Claim, subject to the execution and delivery of a mutually satisfactory joint defense agreementagreement provided, that if in the reasonable opinion of counsel for the Claimant, there is a conflict of interest between the Indemnitor and the Claimant (other than the conflict arising from the Indemnitor's obligations to the Claimant under this Article VIII) in connection with a Third Party Claim, such Claimant may engage its own counsel to represent it and all other affected Claimants in the defense of such Third Party Claim, and the Indemnitor shall be responsible for the reasonable fees and expenses of such one (1) counsel for all such affected Claimants in connection with such defense. (ce) The amount Notwithstanding anything contained in this Article VIII to the contrary, an Indemnitor shall not be entitled to assume any defense of any a Third Party Claim subject to hereunder if (i) the claim for indemnification hereunder shall be calculated net of any insurance proceeds (net of collection expenses) actually received by the Claimant on account of such Claim. Buyer and the Sellers shall use commercially reasonable efforts to recover under insurance policies for any Claims; provided, however, that all out-of-pocket costs incurred in collecting such proceeds shall be borne by the Indemnitor. If a party receives any insurance proceeds or other compensation, is with respect to a matter criminal proceeding, action, indictment, allegation or claiminvestigation, after having received any indemnification payment under this Agreement (ii) the Claimant has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnitor and the Claimant with respect to such matter Third Party Claim or claim(iii) if there is a reasonable probability that any Third Party Claim may materially and adversely affect the Claimant other than as a result of money damages or other money payments, such party will promptly refund to including where equitable relief is sought or where the other party an amount equal to such net insurance proceedsThird Party Claim involves a material customer or material supplier of the Claimant. (df) The parties agree that For purposes of this Article VIII, the terms “material,” “Material Adverse Effect,” or similar words, to the extent they appear in any representation, warranty, covenant or other provision of this Agreement, shall be disregarded for purposes of determining (i) whether there has been a breach and (ii) the amount of any Damages. For purposes of indemnification payments made claims pursuant to this Article VIII, in determining (i) whether there has been a breach and (ii) the amount of any Damages, the representations and warranties contained in Section 3.13(d) of this Agreement shall be treated for Tax purposes deemed to have been made without any qualifications as to “knowledge.” (g) With respect to an adjustment indemnity notice that is delivered by a Claimant, upon final resolution or acceptance of the amount of Damages subject to such indemnity notice, Parent, Seller and/or Purchaser, as appropriate, shall promptly pay the amount of such Damages to the Purchase PriceClaimant. (h) Any Remedial Work performed in connection with this Agreement which a Purchaser Claimant makes a Claim shall be performed by one or more professionally licensed environmental contractors or consulting engineers mutually acceptable to the Parties, unless otherwise required such acceptance not to be unreasonably withheld, and Purchaser and Parent will consult with each other regarding the scope and implementation of any Remedial Work; provided, that this Section 8.4(h) shall not require Purchaser to adopt any proposals presented by LawParent.

Terms and Conditions of Indemnification. The respective obligations and Liabilities liabilities of Sellers and Buyer to indemnify pursuant to this Article VIII ARTICLE X shall be subject to the following terms and conditions: (a) The party seeking indemnification (the “Claimant”"CLAIMANT") must give the other party or parties, as the case may be (the “"Indemnitor”"), prompt, written, reasonably detailed prompt written notice of any such Claim (the “Claim Notice”)Claim. The Claimant’s 's failure to give a prompt Claim Noticenotice, however, shall not serve to eliminate, eliminate or limit or waive the Claimant’s 's right to indemnification hereunder except to the extent such failure materially prejudices the Indemnitor is actually prejudiced as a result rights of such failurethe Indemnitor. (b) The respective obligations and Liabilities liabilities of Sellers and Buyer to indemnify pursuant to this Article VIII ARTICLE IX in respect of any Claim by a third party shall be subject to the following additional terms and conditions: (i) The Indemnitor shall have the right to undertake, by counsel or other Representatives representatives of its own choosing reasonably satisfactory to Claimant, the defense, compromise, and settlement of such Claim unless (A) the Indemnitor fails to make reasonably adequate provision of the Indemnitor’s ability to satisfy and discharge the Claim, or (B) the claimed indemnification is subject to a Liability cap pursuant to Section 8.2 or 8.3 and the reasonably estimated amount of likely damages in connection with such Claim is greater than the unused portion of the applicable liability cap (the foregoing clauses (A) and (B), collectively, the “Litigation Conditions”). (ii) In the event that (A) the Indemnitor shall elect not to undertake such defense, (B) or within thirty (30) ten days after receipt of written notice of any such Claim from Claimant, the Indemnitor Claimant shall fail to notify the Indemnitee that it will defend such Claim, or (C) any of the Litigation Conditions appliesdefend, the Claimant (upon further written notice to the Indemnitor) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other Representatives representatives of its own choosing, on behalf of, at the expense of and for the account and risk of the Indemnitor; provided, that the Indemnitor may participate in such defense with counsel of its choosing at its sole cost and expense; provided, further, that the Claimant shall not settle or compromise any such Claim without the prior written consent of Indemnitor, which consent shall not be unreasonably withheld or delayed. (iii) Notwithstanding anything in this Section 8.4 SECTION 9.4 to the contrary, (A) if there is a reasonable probability that a Claim may materially and adversely affect the Claimant other than as a result of money damages or other money payments, the Claimant shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the Claim, (B) the Indemnitor shall not, without the Claimant’s 's written consent (which consent shall not be unreasonably withheld or delayed) consent, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claiming party or the plaintiff to the Claimant of a release from all liability in respect of such Claim, and (C) in the event that the Indemnitor undertakes defense of any Claim, the Claimant by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnitor and its counsel or other Representatives representatives concerning such Claim and the Indemnitor and the Claimant and their respective counsel or other Representatives representatives shall reasonably cooperate with respect to such Claim, subject to the execution and delivery of a mutually satisfactory joint defense agreement. (c) The amount of any Claim subject to indemnification hereunder shall be calculated net of any insurance proceeds (net of collection expenses) actually received by the Claimant on account of such Claim. Buyer and the Sellers shall use commercially reasonable efforts to recover under insurance policies for any Claims; provided, however, that all out-of-pocket costs incurred in collecting such proceeds shall be borne by the Indemnitor. If a party receives any insurance proceeds or other compensation, with respect to a matter or claim, after having received any indemnification payment under this Agreement with respect to such matter or claim, such party will promptly refund to the other party an amount equal to such net insurance proceeds. (d) The parties agree that any indemnification payments made pursuant to this Agreement shall be treated for Tax purposes as an adjustment to the Purchase Price, unless otherwise required by Law.

Terms and Conditions of Indemnification. The respective obligations and Liabilities liabilities of Sellers the Seller Parties and Buyer to indemnify pursuant to this Article VIII XI shall be subject to the following terms and conditions: (a) The party seeking indemnification (the “Claimant”) must give the other party or parties, as the case may be (the “Indemnitor”), prompt, written, reasonably detailed prompt written notice of any such Claim (the “Claim Notice”)Claim. The Claimant’s failure to give a prompt Claim Noticenotice, however, shall not serve to eliminate, eliminate or limit or waive the Claimant’s right to indemnification hereunder except to the extent such failure materially prejudices the Indemnitor is actually prejudiced as a result rights of such failurethe Indemnitor. (b) The respective obligations and Liabilities liabilities of Sellers the Seller Parties and Buyer to indemnify pursuant to this Article VIII XI in respect of any Claim by a third party shall be subject to the following additional terms and conditions: (i) The Indemnitor shall have the right to undertake, by counsel or other Representatives representatives of its own choosing reasonably satisfactory to Claimant, the defense, compromise, and settlement of such Claim unless (A) the Indemnitor fails to make reasonably adequate provision of the Indemnitor’s ability to satisfy and discharge the Claim, or (B) the claimed indemnification is subject to a Liability cap pursuant to Section 8.2 or 8.3 and the reasonably estimated amount of likely damages in connection with such Claim is greater than the unused portion of the applicable liability cap (the foregoing clauses (A) and (B), collectively, the “Litigation Conditions”). (ii) In the event that (A) the Indemnitor shall elect not to undertake such defense, (B) or within thirty (30) days after receipt of written notice of any such Claim from Claimant, the Indemnitor Claimant shall fail to notify the Indemnitee that it will defend such Claim, or (C) any of the Litigation Conditions appliesdefend, the Claimant (upon further written notice to the Indemnitor) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other Representatives representatives of its own choosing, on behalf of, at the expense of and for the account and risk of the Indemnitor; provided, that the Indemnitor may participate in such defense with counsel of its choosing at its sole cost and expense; provided, further, that the Claimant shall not settle or compromise any such Claim without the prior written consent of Indemnitor, which consent shall not be unreasonably withheld or delayed. (iii) Notwithstanding anything in this Section 8.4 11.4 to the contrary, (A) if there is a reasonable probability that a Claim may materially and adversely affect the Claimant other than as a result of money damages or other money payments, the Claimant shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the Claim, (B) the Indemnitor shall not, without the Claimant’s written consent (which consent shall not be unreasonably withheld or delayed) consent, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claiming party or the plaintiff to the Claimant of a release from all liability in respect of such Claim, and (C) in the event that the Indemnitor undertakes defense of any Claim, the Claimant by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnitor and its counsel or other Representatives representatives concerning such Claim and the Indemnitor and the Claimant and their respective counsel or other Representatives representatives shall reasonably cooperate with respect to such Claim, subject to the execution and delivery of a mutually satisfactory joint defense agreement. (c) The amount If a Claimant incurs a tax liability as a result of the receipt of an indemnification payment under this Article XI, the Indemnitor shall indemnify the Claimant for that tax liability and for any Claim subject to indemnification hereunder shall be calculated net of any insurance proceeds (net of collection expenses) actually received tax liability incurred by the Claimant on account of such Claim. Buyer and the Sellers shall use commercially reasonable efforts to recover under insurance policies for any Claims; provided, however, that all out-of-pocket costs incurred in collecting such proceeds shall be borne by the Indemnitor. If a party receives any insurance proceeds or other compensation, with respect to a matter or claim, after having received any indemnification payment under pursuant to this Agreement with respect to such matter or claim, such party will promptly refund to the other party an amount equal to such net insurance proceedssentence. (d) The parties agree that any Any payment made in respect of indemnification payments made pursuant to under this Agreement Article XI shall be treated for Tax purposes as all purposes, and shall constitute, an adjustment to the Purchase Price, unless otherwise required by Law.

Terms and Conditions of Indemnification. The respective obligations and Liabilities liabilities of Sellers the Seller Parties and of the Buyer Parties to indemnify each other pursuant to this Article VIII XIV shall be subject to the following terms and conditions: (a) The party seeking indemnification (the “"Claimant”") must promptly give the other party or partiesparties from which it is seeking indemnification (collectively, as the case may be (the “"Indemnitor”"), prompt, written, reasonably detailed written notice of any such Claim (the “Claim Notice”)Claim. The Claimant’s 's failure to give a prompt Claim Noticenotice, however, shall not serve to eliminate, eliminate or limit or waive the Claimant’s 's right to indemnification hereunder except to the extent such failure materially prejudices the Indemnitor rights of the Indemnitor. Any indemnity notice (an "Indemnity Notice") shall state (with reasonable specificity) the basis on which any indemnification is actually prejudiced as a result being sought, set forth the amount of such failureDamages for which indemnification is being sought, and in the case of third party claims, be accompanied by copies of all relevant pleadings, demands and other papers served on the Claimant. (b) The respective obligations and Liabilities liabilities of Sellers the Seller Parties and the Buyer Parties to indemnify pursuant to this Article VIII XIV in respect of any Claim or assertion of liability by a third party shall be subject to the following additional terms and conditions: (i) The Indemnitor shall have the right to undertake, by counsel or other Representatives of its own choosing reasonably satisfactory to Claimant, the defense, compromise, compromise and settlement of such Claim unless (A) the Indemnitor fails to make reasonably adequate provision of the Indemnitor’s ability to satisfy and discharge the Claim, or (B) the claimed indemnification is subject to a Liability cap pursuant to Section 8.2 or 8.3 and the reasonably estimated amount of likely damages in connection with such Claim is greater than the unused portion of the applicable liability cap (the foregoing clauses (A) and (B), collectively, the “Litigation Conditions”). (ii) In the event that (A) the Indemnitor shall elect not to undertake such defense, (B) or within thirty (30) days a reasonable time after receipt of written notice of any such Claim from Claimant, the Indemnitor Claimant shall fail to notify the Indemnitee that it will defend such Claim, or (C) any of the Litigation Conditions appliesdefend, the Claimant (upon further written notice to the Indemnitor) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other Representatives of its own choosing, on behalf of, at the expense of and for the account and risk of the Indemnitor; provided, that Indemnitor (subject to the right of the Indemnitor may participate in such to assume defense with counsel of its choosing at its sole cost and expense; provided, further, that the Claimant shall not settle or compromise any such Claim without the at any reasonable time prior written consent of Indemnitorto settlement, which consent shall not be unreasonably withheld compromise or delayedfinal determination thereof). (iii) Notwithstanding anything Anything in this Section 8.4 14.04 to the contrarycontrary notwithstanding, (Aa) if there is a reasonable probability that a Claim may materially and adversely affect the Claimant other than as a result of money damages or other money payments, the Claimant shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the Claim, (Bb) the Indemnitor shall not, without the Claimant’s 's written consent (which consent shall not be unreasonably withheld or delayed) consent, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claiming party or the plaintiff to the Claimant of a release from all liability in respect of such Claim, (c) the Indemnitor shall not, without the Claimant's written consent, consent to the entry of any order with respect to a Claim, or compromise or settle any Claim, on terms imposing any obligation on the Claimant other than the payment of money in a single installment (which amount shall be paid by Indemnitor), (d) except as set forth in subsection (iv) below, the Claimant shall not, without the Indemnitor's written consent, which shall not be unreasonably withheld, consent to the entry of an order with respect to a Claim, or compromise or settle any Claim and (Ce) in the event that the Indemnitor undertakes the defense of any Claim, the Claimant by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnitor and its counsel or other Representatives representatives concerning such Claim and the Indemnitor and the Claimant and their respective counsel or other Representatives representatives shall reasonably cooperate with respect to such Claim, subject to the execution and delivery of a mutually satisfactory joint defense agreement. (civ) The If the Indemnitor fails to pay, compromise or settle the Claim within sixty (60) days of the date of receipt of the notice thereof pursuant to Section 14.04(a) or to commence to contest the Claim within such 60-day period and thereafter to prosecute such contest diligently, the Claimant may pay the Claim and the Indemnitor shall promptly, upon written demand of Claimant, reimburse Claimant for the full amount of any Claim subject to indemnification hereunder shall be calculated net of any insurance proceeds (net of collection expenses) actually received by such payment, plus interest from the Claimant on account date of such Claim. Buyer and the Sellers shall use commercially reasonable efforts to recover under insurance policies for any Claims; provided, however, that all out-of-pocket costs incurred in collecting such proceeds shall be borne payment by the Indemnitor. If a party receives any insurance proceeds or other compensation, with respect to a matter or claim, after having received any indemnification payment under this Agreement with respect to such matter or claim, such party will promptly refund Claimant to the other party an amount equal date of reimbursement by Indemnitor at the publicly announced base interest rate of Citibank, N.A. (or any successor bank) in effect from time to time during such net insurance proceedsperiod. (d) The parties agree that any indemnification payments made pursuant to this Agreement shall be treated for Tax purposes as an adjustment to the Purchase Price, unless otherwise required by Law.

Terms and Conditions of Indemnification. 18.2.1 The respective obligations and Liabilities liabilities of Sellers the Company and Buyer Charterhouse (each, an "indemnifying party") to indemnify pursuant to this Article VIII Section 18 shall be subject to the following terms and conditions: (a) The party seeking indemnification to be indemnified (the “Claimant”"Indemnified Party") must shall give the other indemnifying party or parties, as the case may be (the “Indemnitor”), prompt, written, reasonably detailed prompt written notice of any such Claim (the “Claim Notice”)claim. The Claimant’s Indemnified Party's failure to give a prompt Claim Noticenotice, however, shall not serve to eliminate, eliminate or limit or waive the Claimant’s Indemnified Party's right to indemnification hereunder except to the extent such failure materially prejudices the Indemnitor is actually prejudiced as a result rights of such failurethe indemnifying party. (b) The respective obligations and Liabilities liabilities of Sellers and Buyer the indemnifying party to indemnify pursuant to this Article VIII Section 18 in respect of any Claim by a third party shall be subject to the following additional terms and conditions: (i) The Indemnitor indemnifying party shall have the right to undertake, by counsel or other Representatives representatives of its own choosing reasonably satisfactory to Claimantthe Indemnified Party, the defense, compromise, and settlement of such Claim unless (A) the Indemnitor fails to make reasonably adequate provision of the Indemnitor’s ability to satisfy and discharge the Claim, or (B) the claimed indemnification is subject to a Liability cap pursuant to Section 8.2 or 8.3 and the reasonably estimated amount of likely damages in connection with such Claim is greater than the unused portion of the applicable liability cap (the foregoing clauses (A) and (B), collectively, the “Litigation Conditions”). (ii) In the event that (A) the Indemnitor indemnifying party shall elect not to undertake such defense, (B) or within thirty (30) days a reasonable time after receipt of written notice of any such Claim claim from Claimant, the Indemnitor Indemnified Party shall fail to notify the Indemnitee that it will defend such Claim, or (C) any of the Litigation Conditions appliesdefend, the Claimant Indemnified Party (upon further written notice to the Indemnitorindemnifying party) shall have the right to undertake the defense, compromise or settlement of such Claimclaim, by counsel or other Representatives representatives of its own choosing, on behalf of, at the expense of and for the account and risk of the Indemnitor; provided, that the Indemnitor may participate in such defense with counsel of its choosing at its sole cost and expense; provided, further, that the Claimant shall not settle or compromise any such Claim without the prior written consent of Indemnitor, which consent shall not be unreasonably withheld or delayedindemnifying party. (iii) 18.2.2 Notwithstanding anything in this Section 8.4 18 to the contrary, (A) if there is a reasonable probability that a Claim may materially and adversely affect the Claimant Indemnified Party other than as a result of money damages or other money payments, the Claimant Indemnified Party shall have the right, at its own the cost and expenseexpense of the indemnifying party, to participate in the defense, compromise or settlement of the Claim, (B) the Indemnitor indemnifying party shall not, without the Claimant’s Indemnified Party's written consent (which consent shall not be unreasonably withheld or delayed) consent, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claiming party or the plaintiff to the Claimant Indemnified Party of a release from all liability in respect of such Claimclaim, and (C) in the event that the Indemnitor indemnifying party undertakes defense of any Claim, the Claimant Indemnified Party by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnitor indemnifying party and its counsel or other Representatives representatives concerning such Claim claim (other than any claim for money damages with respect to which the indemnifying party has agreed to indemnify the Indemnified Party) and the Indemnitor indemnifying party and the Claimant Indemnified Party and their respective counsel or other Representatives representatives shall reasonably cooperate with respect to such Claimclaim, subject to the execution and delivery of a mutually satisfactory joint defense agreement. (c) The amount of any Claim subject to indemnification hereunder shall be calculated net of any insurance proceeds (net of collection expenses) actually received by the Claimant on account of such Claim. Buyer and the Sellers shall use commercially reasonable efforts to recover under insurance policies for any Claims; provided, however, that all out-of-pocket costs incurred in collecting such proceeds shall be borne by the Indemnitor. If a party receives any insurance proceeds or other compensation, with respect to a matter or claim, after having received any indemnification payment under this Agreement with respect to such matter or claim, such party will promptly refund to the other party an amount equal to such net insurance proceeds. (d) The parties agree that any indemnification payments made pursuant to this Agreement shall be treated for Tax purposes as an adjustment to the Purchase Price, unless otherwise required by Law.

Terms and Conditions of Indemnification. The respective obligations and Liabilities of Sellers the Seller Parties and Buyer to indemnify pursuant to this Article VIII shall be subject to the following terms and conditions: (a) The party seeking indemnification (the “Claimant”) must give the other party or parties, as the case may be (the “Indemnitor”), prompt, written, reasonably detailed notice of any such Claim (the “Claim Notice”). The Claimant’s failure to give a prompt Claim Notice, however, shall not serve to eliminate, limit or waive the Claimant’s right to indemnification hereunder except to the extent the Indemnitor is actually prejudiced as a result of such failure. (b) The respective obligations and Liabilities of Sellers the Seller Parties and Buyer to indemnify pursuant to this Article VIII in respect of any Claim by a third party shall be subject to the following additional terms and conditions: (i) The Indemnitor shall have the right to undertake, by counsel or other Representatives of its own choosing reasonably satisfactory to Claimant, the defense, compromise, and settlement of such Claim unless (A) the Indemnitor fails to make reasonably adequate provision of the Indemnitor’s ability to satisfy and discharge the Claim, or (B) the claimed indemnification is subject to a Liability cap pursuant to Section 8.2 or 8.3 and the reasonably estimated amount of likely damages in connection with such Claim is greater than the unused portion of the applicable liability cap (the foregoing clauses (A) and (B), collectively, the “Litigation Conditions”)Liability cap. (ii) In the event that (A) the Indemnitor shall elect not to undertake such defense, (B) within thirty (30) days after receipt of written notice of any such Claim from Claimant, the Indemnitor shall fail to notify the Indemnitee Claimant that it will defend such Claim, or (C) any of the Litigation Conditions appliesconditions set forth in clauses (A) or (B) of Section 8.4(b)(i) above apply, the Claimant (upon further written notice to the Indemnitor) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other Representatives of its own choosing, on behalf of, at the expense of and for the account and risk of the Indemnitor; provided, that the Indemnitor may participate in such defense with counsel of its choosing at its sole cost and expense; provided, further, that the Claimant shall not settle or compromise any such Claim without the prior written consent of Indemnitor, which consent shall not be unreasonably withheld or delayed. (iii) Notwithstanding anything in this Section 8.4 to the contrary, (A) if there is a reasonable probability that a Claim may materially and adversely affect the Claimant other than as a result of money damages or other money payments, the Claimant shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the Claim, (B) the Indemnitor shall not, without the Claimant’s written consent (which consent shall not be unreasonably withheld or delayed) settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claiming party or the plaintiff to the Claimant of a release from all liability in respect of such Claim, and (C) in the event that the Indemnitor undertakes defense of any Claim, the Claimant by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnitor and its counsel or other Representatives concerning such Claim and the Indemnitor and the Claimant and their respective counsel or other Representatives shall reasonably cooperate with respect to such Claim, subject to the execution and delivery of a mutually satisfactory joint defense agreement. (c) The amount of any Claim subject to indemnification hereunder shall be calculated net of any insurance proceeds (net of collection expenses) actually received by the Claimant on account of such Claim. Buyer and the Sellers Seller Parties shall use commercially reasonable efforts to recover under insurance policies for any Claims; provided, however, that all out-of-pocket costs incurred in collecting such proceeds shall be borne by the Indemnitor. If a party receives any insurance proceeds or other compensation, with respect to a matter or claim, after having received any indemnification payment under this Agreement with respect to such matter or claim, such party will promptly refund to the other party an amount equal to such net insurance proceeds. (d) The parties agree that any indemnification payments made pursuant to this Agreement shall be treated for Tax purposes as an adjustment to the Purchase Price, unless otherwise required by Law. (e) In calculating the amount of any Claim subject to indemnification hereunder, the party entitled to indemnification shall be entitled to all damages available at law or in equity, including without limitation, consequential and incidental damages as well as to damage attributable to diminution in value.