PROCEDURE FOR INDEMNIFICATION. 10.1 NOTICE. Each Party to this Agreement shall notify the other Party (in case of the Purchaser notifying with copy to the Escrow Agent) in writing within 30 days after it has detected a misrepresentation or breach of representations or warranties by the other Party, provided that no delay on the part of the notifying party shall relieve the other party from any liability or obligation hereunder unless (and then solely to the extent that) the other party are prejudiced by such failure to give notice. The notification shall, in case of the Purchaser, be made in accordance with the provisions of the Escrow Agreement, and in case of the Sellers describe the claim and the related alleged facts in reasonable detail to the extent then known and indicate the provisions of this Agreement allegedly violated and any Losses allegedly incurred by the Sellers as a consequence of such breach. The notified Party shall then have the opportunity with the other Party's written consent (such consent not to be unreasonably withheld) and at its own cost and expense to cure the breach within 60 days from receipt of the notification to the extent such breach is curable. 10.2 DEFENSE. If any claim, demand or liability is asserted by any third party against any Indemnified Party, the Indemnifying Party shall upon the written request of the Indemnified Party, defend any actions or proceedings brought against the Indemnified Party in respect of matters embraced by the indemnity, but the Indemnified Party shall have the right to conduct and control the defense of any Indemnifiable Claim if the Indemnified Party chooses to do so, on behalf of and for the account and risk of the Indemnifying Party who shall be bound by the result so obtained to the extent provided herein, provided that the Indemnifying Party shall be entitled to participate in any such defense at its own expense, and provided further that the Indemnified Party may not enter into any compromise or settlement without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld. If, after notification of any action or proceeding, the Indemnifying Party neglects to defend the Indemnified Party or elects not to participate therein, a recovery against the Indemnified Party suffered by it in good faith, is conclusive in its favor against the Indemnifying Party, provided however that, if the Indemnifying Party has not received reasonable notice of the action or proceeding against the Indemnified Par...
