Common use of Claims for Indemnification Clause in Contracts

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder, the party seeking indemnification (the "Indemnified Party") shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.3 of this Agreement in which case the Indemnified Party may settle or compromise such claim without the prior consent of the Indemnifying Party. If the Indemnified Party fails to give prompt notice of any claim and such failure prejudices the Indemnifying Party's position or its ability to defend the claim, the Indemnifying Party's liability to the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to the failure to give such notice in a timely manner.

Claims for Indemnification. Whenever any claim shall arise for -------------------------- indemnification hereunderunder this CLAUSE SIXTH, the party seeking indemnification (the "Indemnified Party") ), shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim; provided, however, that Stockholder shall -------- ------- have no obligation to indemnify Company and/or Buyer and/or hold Company and/or Buyer harmless from any Damages or claim asserted at a time beyond the time limitation period imposed by paragraph 6.6., below. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings proceeding by a third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Except as provided in Clause 6.4(d), the Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Partyconsent, which shall not be unreasonably withheldwithheld or delayed, unless of the Indemnifying Party; provided, however, -------- ------- that if suit shall have been instituted against it an Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.3 Clause 6.4 of this Agreement in which case Agreement, the Indemnified Party may shall have the right to settle or compromise such claim without the prior consent of the Indemnifying Party. If the Indemnified Party fails to give prompt notice of any claim and such failure prejudices the Indemnifying Party's position or its ability to defend the claim, the Indemnifying Party's liability to the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to the failure to give such notice in a timely mannerconsent.

Claims for Indemnification. Whenever (a) If any Indemnitee shall believe that such Indemnitee is entitled to indemnification pursuant to this Article IX in respect of any Damages, such Indemnitee shall promptly give the appropriate Indemnifying Party notice of such claim shall arise for indemnification hereunder, the party seeking indemnification (the a "Indemnified PartyNotice of Claim") (but such Notice of Claim must be delivered within the time periods specified in Sections 9.03(a), (b) and (c)). Any such Notice of Claim shall promptly notify set forth in reasonable detail and to the party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting extent then known the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of and the amount of the liability arising therefromclaim, to the extent specified or otherwise known. The Indemnified Party failure of such Indemnitee to give the Notice of Claim for indemnification promptly shall not settle or compromise adversely affect such Indemnitee's right to indemnity hereunder except to the extent that the defense of any claim is prejudiced by such failure. (b) No Person shall have any claim or cause of action as a third party for which it is entitled result of any misrepresentation in or breach of or failure to indemnification hereunder without the prior written consent perform any representation, warranty, covenant, agreement or obligation of any Indemnifying Party referred to in this Article IX against any Affiliate, stockholder, director, officer, employee, consultant or agent of such Indemnifying Party unless any of the Indemnifying Party, which shall not be unreasonably withheld, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control foregoing is a successor or assign of such suit after notification thereof as provided in Section 9.3 of this Agreement in which case the Indemnified Party may settle or compromise such claim without the prior consent of the Indemnifying Party. If Nothing set forth in this Article IX shall be deemed to prohibit or limit any Buyer Indemnitee's or Seller Indemnitee's right at any time before, on or after the Indemnified Party fails Closing Date, to give prompt notice seek injunctive or other equitable relief for the failure of any claim and such failure prejudices the Indemnifying Party's position Party to perform any covenant or its ability to defend the claim, the Indemnifying Party's liability to the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to the failure to give such notice in a timely manneragreement contained herein.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunderunder this section, the indemnified party seeking indemnification (hereinafter sometimes referred to as the "Indemnified Party") shall promptly notify the party from against whom indemnification is sought (hereinafter sometimes referred to as the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder under this Agreement resulting from or in connection with any claim or legal proceedings by a third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for in respect of which it is entitled to indemnification hereunder under this Agreement without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheldwithheld or delayed; provided, unless however, that if action or suit shall have been instituted against it the Indemnified Party and the Indemnifying Party shall not have taken control of such action or suit after notification thereof as provided in this Section 9.3 of this Agreement in which case after notification thereof, the Indemnified Party may shall have the right to settle or compromise such claim without the prior consent of after giving notice to the Indemnifying Party. If the Indemnified Party fails to give prompt notice of any claim and such failure prejudices the Indemnifying Party's position or its ability to defend the claim, the Indemnifying Party's liability to the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to the failure to give such notice as provided in a timely mannerthis Section.

Claims for Indemnification. Whenever any claim The representations, warranties, covenants and agreements in this Agreement shall arise for indemnification hereunder, survive the party seeking indemnification (the "Indemnified Party") shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the notice Closing Date subject to the Indemnifying Party limitations set forth herein and shall specify, if known, not be affected by any investigation made by the amount or an estimate of parties hereto prior to the amount of the liability arising therefromdate hereof. The Indemnified Party shall not settle give either Indemnifying Party a written notice (“Notice of Claim”) within sixty (60) days of the discovery of any loss, liability, claim or compromise any claim by a third party for expense in respect of which it is entitled the right to indemnification hereunder without the prior written consent of the Indemnifying Partycontained in this Section 9 may be claimed; provided, which shall not be unreasonably withheldhowever, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.3 of this Agreement in which case the Indemnified Party may settle or compromise such claim without the prior consent of the Indemnifying Party. If the Indemnified Party fails to give prompt notice of any claim and such failure prejudices the Indemnifying Party's position or its ability to defend the claim, the Indemnifying Party's liability to the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to that the failure to give such notice within such sixty (60) day period shall not result in the waiver or loss of any right to bring such claim hereunder after such period unless, and only to the extent that, the Indemnifying Party is actually prejudiced by such failure. In the event a timely mannerclaim is pending or threatened or the Indemnified Party has a reasonable belief as to the validity of the basis for such claim, the Indemnified Party may give written notice (a “Notice of Possible Claim”) of such claim to the Indemnifying Party, regardless of whether a loss has arisen from such claim. Any Notice of Claim or Notice of Possible Claim shall set forth the representations, warranties, covenants and agreements with respect to which the claim is made, the specific facts giving rise to an alleged basis for the claim and the amount of liability asserted or anticipated to be asserted by reason of the claim.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunderunder this Article VII, even if no payment is then due on account thereof, the party seeking indemnification (the "“Indemnified Party"”) shall promptly notify provide written notice (the “Notice”) to the party from against whom indemnification is sought (the "“Indemnifying Party"”) of the claim claim. In the event of any Third Party Claim, the Indemnified Party shall provide the Notice within 30 days after the Indemnified Party has actual knowledge of its existence and, when known, the facts constituting the basis for such claimclaim in reasonable detail, but the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such Third Party Claim is materially prejudiced by the Indemnified Party’s failure to give such Notice. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third partyThird-Party Claim, the notice to the Indemnifying Party Notice shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed, unless suit shall have been instituted against it the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in accordance with Section 9.3 of this Agreement in which case the Indemnified Party may settle or compromise such claim without the prior consent of the Indemnifying Party. If the Indemnified Party fails to give prompt notice of any claim and such failure prejudices the Indemnifying Party's position or its ability to defend the claim, the Indemnifying Party's liability to the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to the failure to give such notice in a timely manner7.4 below.

Claims for Indemnification. Whenever any claim (a "CLAIM") shall arise for indemnification hereunderunder this ARTICLE 7, the party seeking indemnification (the "Indemnified Party") Indemnitee suffering a Loss shall promptly notify the party from whom indemnification is sought Seller Indemnitors or the Buyer Indemnitors (the "Indemnifying PartyINDEMNIFYING PARTY") of the claim Claim and, when known, the facts constituting the basis for the Claim; provided, however, that no delay on the part of any Indemnitee in notifying the Indemnifying Party will relieve any Indemnifying Party from any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such claimdelay. In the event of any such claim for indemnification hereunder Claim resulting from or in connection with any claim or legal proceedings by a third partyparty (a "THIRD PARTY CLAIM"), the notice to the an Indemnifying Party shall must specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not No Indemnitee may settle or compromise any claim by a third party for which it is entitled to seeking indemnification hereunder without the prior written consent of the an Indemnifying Party, Party (which shall not be unreasonably withheld), unless suit shall have been instituted against it and the an Indemnifying Party shall has not have taken control of the defense of such suit after notification thereof claim as provided in Section 9.3 of SECTION 7.4, after due notification thereof pursuant to this Agreement SECTION 7.3, in which case the Indemnified Party Indemnitee may settle or compromise such claim without the prior consent of the Indemnifying Party. If the Indemnified Party fails to give prompt notice of any claim and such failure prejudices the an Indemnifying Party's position or its ability to defend the claim, the Indemnifying Party's liability to the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to the failure to give such notice in a timely mannerconsent.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder, the party The Party seeking indemnification (the -------------------------- "Indemnified Party") shall promptly notify give the party Party from whom indemnification is sought (the "Indemnifying Party") a written notice ("Notice of Claim") within sixty (60) days of the claim and, when known, the facts constituting the basis for such claim. In the event discovery of any such claim for indemnification hereunder resulting from or in connection with any loss, liability, claim or legal proceedings by a third party, expense in respect of which the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled right to indemnification hereunder without the prior written consent of the Indemnifying Partycontained in this Article 11 may be ---------- claimed; provided, which shall not be unreasonably withheldhowever, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.3 of this Agreement in which case the Indemnified Party may settle or compromise such claim without the prior consent of the Indemnifying Party. If the Indemnified Party fails to give prompt notice of any claim and such failure prejudices the Indemnifying Party's position or its ability to defend the claim, the Indemnifying Party's liability to the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to that the failure to give such notice within such sixty (60) day period shall not result in the waiver or loss of any right to bring such claim hereunder after such period unless, and only to the extent that, the other Party is actually prejudiced by such failure. In the event a timely mannerclaim is pending or threatened or the Indemnified Party has a reasonable belief as to the validity of the basis for such claim, the Indemnified Party may give written notice (a "Notice of Possible Claim") of such claim to the Indemnifying Party, regardless of whether a loss has arisen from such claim. A Party shall have no liability under this Article 11 for breach of a representation or ---------- warranty, unless a Notice of Claim or Notice of Possible Claim therefor is delivered by the Indemnified Party prior to March 31, 2001; provided, however, that the limitations set forth in this Section 11.4 shall not apply to liability ------------ under this Article 11 for any intentional breach of a representation or warranty ---------- in this Agreement. Any Notice of Claim or Notice of Possible Claim shall set forth the representations, warranties, covenants and agreements with respect to which the claim is made, the specific facts giving rise to an alleged basis for the claim and the amount of liability asserted or anticipated to be asserted by reason of the claim.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunderunder this Section 9, the party seeking indemnification (the "Indemnified Party") ), shall promptly notify the party from against whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Partyconsent, which shall not be unreasonably withheldwithheld or delayed, unless of the Indemnifying Party, who, in the case of the Shareholders' Representative, shall have the power and authority to bind all of the Shareholders; provided, however, that if suit shall have been instituted against it the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.3 Subsection 9.04 of this Agreement in which case Agreement, the Indemnified Party may shall have the right to settle or compromise such claim without upon giving notice to the prior consent Indemnifying Party as provided in Subsection 9.04. Failure of the Indemnifying Party. If the Indemnified Party fails Shareholders' Representative to give prompt notice of to any claim and Shareholder shall not relieve such failure prejudices the Indemnifying Party's position or Shareholder from its ability to defend the claim, the Indemnifying Party's liability to the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to the failure to give such notice in a timely mannerobligations hereunder.

Claims for Indemnification. Whenever The representations, warranties, covenants and agreements in this Agreement shall survive the Closing subject to the limitations set forth herein and shall not be affected by any claim shall arise for indemnification hereunder, investigation made by the parties hereto prior to the date hereof or the Effective Time. The party seeking indemnification (the "Indemnified PartyINDEMNIFIED PARTY") or their representative, as the case may be, shall promptly notify give the party from whom indemnification is sought (the "Indemnifying PartyINDEMNIFYING PARTY") a written notice ("NOTICE OF CLAIM") within sixty (60) calendar days of the claim and, when known, the facts constituting the basis for such claim. In the event discovery of any such claim for indemnification hereunder resulting from or in connection with any loss, liability, claim or legal proceedings by a third party, expense in respect of which the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled right to indemnification hereunder without the prior written consent of the Indemnifying Partycontained in this Article 10 may be claimed; provided, which shall not be unreasonably withheldhowever, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.3 of this Agreement in which case the Indemnified Party may settle or compromise such claim without the prior consent of the Indemnifying Party. If the Indemnified Party fails to give prompt notice of any claim and such failure prejudices the Indemnifying Party's position or its ability to defend the claim, the Indemnifying Party's liability to the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to that the failure to give such notice within such sixty (60) calendar day period shall not result in the waiver or loss of any right to bring such claim hereunder after such period unless, and only to the extent that, the Indemnifying Party is actually prejudiced by such failure. In the event a timely manner.claim is pending or threatened or the Indemnified Party has a reasonable belief as to the validity of the basis for such claim, the Indemnified Party may give written notice (a "NOTICE OF POSSIBLE CLAIM") of such claim to the Indemnifying Party, regardless of whether a loss has arisen from such claim. After the Effective Time, all "general contingency" claims under Notices of Claim shall be resolved before the date of the first audit of financial statements containing combined operations for those items that would be expected to be encountered in the audit process and before the first anniversary of the Effective Time for other items. If the Effective Time fails to

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunderunder this Section 9, even if no payment is then due on account thereof, the party Party seeking indemnification (the "Indemnified Party") shall promptly notify (the party from "Notice") the Party against whom indemnification is sought (the "Indemnifying Party") of the claim claim. In the event of any Third Party Claim, the Indemnified Party shall provide the Notice within thirty (30) days after the Indemnified Party has actual knowledge of its existence and, when known, the facts constituting the basis for such claim, but the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such Third Party Claim is materially prejudiced by the Indemnified Party's failure to give such notice. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third partyThird Party Claim, the notice to the Indemnifying Party Notice shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed, unless suit shall have been instituted against it the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in accordance with Section 9.3 of this Agreement in which case the Indemnified Party may settle or compromise such claim without the prior consent of the Indemnifying Party. If the Indemnified Party fails to give prompt notice of any claim and such failure prejudices the Indemnifying Party's position or its ability to defend the claim, the Indemnifying Party's liability to the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to the failure to give such notice in a timely manner9.4 below.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunderunder this Section 10, Nichols or the party Welkin Shar▇▇▇▇▇▇▇s, as the case may be, seeking indemnification (the "Indemnified Party") ), shall promptly notify (the "Claim Notice") the party from for whom indemnification is sought hereunder (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the event such Claim Notice is sent by Nichols, Nichols shall deli▇▇▇ ▇ ▇op▇ ▇▇ ▇▇ch Claim Notice to the Escrow Agent. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third thirty party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Partyconsent, which shall not be unreasonably withheldwithheld or delayed, unless of the Indemnifying Party; provided, however, that if suit shall have been instituted against it the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.3 of this Agreement in which case herein, the Indemnified Party may shall have the right to settle or compromise such claim without upon giving notice to the prior consent of Indemnifying Party as provided in Section 10.4. In the event that the Welkin Shareholders constitute the Indemnifying Party. If the Indemnified Party fails to give prompt notice of any claim , all notices and such failure prejudices the Indemnifying Party's position consents shall be given to, or its ability to defend the claimby, the Indemnifying Party's liability Representative, who shall have the power and authority to bind all of the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to the failure to give such notice in a timely mannerWelkin Shareholders.

Claims for Indemnification. Whenever any claim shall arise for -------------------------- indemnification hereunder, the party seeking indemnification (the "Indemnified Party") Party shall promptly notify (in accordance with Section 10.7) the party from whom indemnification is sought (the "Indemnifying Party") Party of the claim and, when known, the facts constituting the basis for such claim; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to seeking indemnification hereunder without the prior written consent of the Indemnifying Party, Party (which consent shall not be unreasonably withheld), unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of the defense of such suit after notification thereof claim as provided in Section 9.3 8.4 of this Agreement Agreement, after notification thereof pursuant to this Section 8.3, in which case the Indemnified Party may settle or compromise such claim without the prior consent of the Indemnifying Party. If the Indemnified Party fails to give prompt notice of any claim and such failure prejudices the Indemnifying Party's position or its ability to defend the claim, the Indemnifying Party's liability to the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to the failure to give such notice in a timely mannerconsent.

Claims for Indemnification. Whenever Except as provided in Section 7.4(d), whenever any claim shall arise for indemnification hereunder, the party Party seeking indemnification (the "Indemnified Party") shall promptly notify the other party from whom indemnification is sought (the "Indemnifying Party") of the claim andclaim, and when known, the facts constituting the basis for such 44 49 claim; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder, so long as such delay is not prejudicial to the Indemnifying Party. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Except as otherwise provided in Section 7.4(d), the Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to seeking indemnification hereunder without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of the defense of such suit after notification thereof claim as provided in Section 9.3 of 7.4, after notification thereof pursuant to this Agreement Section 7.3, in which case the Indemnified Party may settle or compromise such claim without the prior consent of the Indemnifying Party. If the Indemnified Party fails to give prompt notice of any claim and such failure prejudices the Indemnifying Party's position or its ability to defend the claim, the Indemnifying Party's liability to the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to the failure to give such notice in a timely mannerconsent.

Claims for Indemnification. Whenever any claim shall arise for -------------------------- indemnification hereunder, the party Party seeking indemnification (the "Indemnified Party") shall promptly notify the party Party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim; provided, however, that no delay on the part of the -------- ------- Indemnified Party in notifying the Indemnifying Party and, if applicable, the Escrow Agent shall relieve the Indemnifying Party from any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such delay. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the notice to the Indemnifying Party and, if applicable, the Escrow Agent shall specify, if known, the claimed amount or an estimate of the amount of the liability arising therefrom. The Subject to Section 9.4(d) below, the Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to seeking indemnification hereunder without the prior written consent of the Indemnifying Party, Party (which shall not be unreasonably withheld), unless suit shall have been instituted against it and the Indemnifying Party shall has not have taken control of the defense of such suit after notification thereof claim as provided in Section 9.3 9.4 of this Agreement Agreement, after notification thereof pursuant to this Section 9.3, in which case the Indemnified Party may settle or compromise such claim without the prior consent of the Indemnifying Party. If the Indemnified Party fails to give prompt notice of any claim and such failure prejudices the Indemnifying Party's position or its ability to defend the claim, the Indemnifying Party's liability to the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to the failure to give such notice in a timely manner.consent. (more)

Claims for Indemnification. Whenever any claim shall arise for In order to seek indemnification hereunderunder Section 9.2, the party seeking claiming indemnification (the "“Indemnified Party"”) shall promptly notify deliver an Indemnity Claim Notice to the party from whom the indemnification is sought (the "each, an “Indemnifying Party"” and collectively, the “Indemnifying Parties”) (which if the Indemnified Party is a Purchaser Indemnified Party, such Indemnity Claim Notice shall specify in reasonable detail the nature and good faith estimate based on information then available to the Indemnified Party of the claim and, when known, the facts constituting the basis for such claim. In the event amount of any such claim for indemnification hereunder resulting from Claim and be sent to the Seller Representative and the Escrow Agent) at any time on or in connection with any claim or legal proceedings by a third partybefore 11:59 p.m. (ET) on the applicable Survival Date; provided, that so long as such Indemnity Claim Notice is given within such time period, the failure to promptly provide such notice shall not affect the rights of such Indemnified Parties to indemnification pursuant to this Section 9 except to the extent that the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, unless suit shall have been instituted against it actually and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.3 of this Agreement in which case the Indemnified Party may settle or compromise such claim without the prior consent of the Indemnifying Partymaterially prejudiced thereby. If the Indemnified Party fails is a Purchaser Indemnified Party, then unless the Seller Representative shall have delivered an Objection Notice pursuant to give prompt notice Section 9.3(b), and subject in all events to the limitations under this Section 9 (including Section 9.4 hereof) the amount of any the claim and such failure prejudices specified in the Indemnifying Party's position or its ability to defend the claim, the Indemnifying Party's liability Indemnity Claim Notice shall be paid to the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to the failure to give such notice in a timely manneraccordance with Section 9.3(c)(iii).

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder, the party Party seeking indemnification (the "Indemnified Party") shall promptly notify the party Party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such delay. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to seeking indemnification hereunder without the prior written consent of the Indemnifying Party, Party (which shall not be unreasonably withheld), unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of the defense of such suit claim or is not permitted to control the defense of such claim under Section 6.4 of this Agreement, after notification thereof as provided in pursuant to this Section 9.3 of this Agreement 6.3, in which case the Indemnified Party may settle or compromise such claim without the prior consent of the Indemnifying Party. If the Indemnified Party fails to give prompt notice of any claim and such failure prejudices the Indemnifying Party's position or its ability to defend the claim, the Indemnifying Party's liability to the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to the failure to give such notice in a timely mannerconsent.

Claims for Indemnification. (a) Whenever any claim shall arise for indemnification hereunderunder this Article VIII, the party seeking indemnification (the "Indemnified Party") shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. ; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. (b) In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings proceeding by a third partyperson other than the Indemnified Party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it the Indemnified Party is entitled to indemnification hereunder without the prior written consent of the Indemnifying Partyconsent, which shall not be unreasonably withheldwithheld or delayed, unless of the Indemnifying Party; provided, however, that if suit shall have been instituted against it an Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.3 8.4 of this Agreement in which case (if permitted by such Section), the Indemnified Party may shall have the right to settle or compromise such claim without the prior consent of the Indemnifying Party. If the Indemnified Party fails to give prompt notice of any claim and such failure prejudices the Indemnifying Party's position or its ability to defend the claim, the Indemnifying Party's liability to the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to the failure to give such notice as provided in a timely mannerSection 8.4.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder, the party seeking indemnification (the "Indemnified Party") shall promptly notify in writing the party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim; provided, however, that except for the provisions of Section 7.6, no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such delay. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Buyer shall conduct the defense of all third-party claims, whether it is the Indemnified Party or the Indemnifying Party, except claims arising out of Section 7.1(e), which shall be the responsibility of the Seller and Rainin. The Seller and Rainin shall be entitled, at its or his expense, to participate in, but not to determine or conduct, the defense of such claim (other than claims arising out of Section 7.1(e)). The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to seeking indemnification hereunder without the prior written consent of the Indemnifying Party, Party (which consent shall not be unreasonably withheld, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.3 of this Agreement in which case the Indemnified Party may settle withheld or compromise such claim without the prior consent of the Indemnifying Party. If the Indemnified Party fails to give prompt notice of any claim and such failure prejudices the Indemnifying Party's position or its ability to defend the claim, the Indemnifying Party's liability to the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to the failure to give such notice in a timely mannerdelayed).

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder, the party seeking indemnification (the "Indemnified Party") shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such delay. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to seeking indemnification hereunder without the prior written consent of the Indemnifying Party, Party (which shall not be unreasonably withheld, conditioned or delayed), unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of the defense of such suit after notification thereof claim as provided in Section 9.3 6.4 of this Agreement Agreement, after notification thereof pursuant to this Section 6.3, in which case the Indemnified Party may settle or compromise such claim without the prior consent of the Indemnifying Party. If the Indemnified Party fails to give prompt notice of any claim and such failure prejudices the Indemnifying Party's position or its ability to defend the claim, the Indemnifying Party's liability consent (subject to the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to the failure to give such notice in a timely mannerprovisions of Section 6.4).

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder, the party seeking indemnification (the "Indemnified Party") ), shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim; provided, however, that no delay on the part of the Indemnified Party notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure; provided, further, however, that no claim for indemnification may be asserted by an Indemnified Party unless notice of the claim shall have been delivered on or before the date which is 2 years and 30 days after the Closing Date. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for from which it is entitled to seeking indemnification hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of the defense of such suit after notification thereof claim as provided in Section 9.3 6.4 of this Agreement in which case the Indemnified Party may settle or compromise such claim without the prior consent of the Indemnifying Party. If the Indemnified Party fails Agreement, after notification thereof pursuant to give prompt notice of any claim and such failure prejudices the Indemnifying Party's position or its ability to defend the claim, the Indemnifying Party's liability to the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to the failure to give such notice in a timely mannerthis Section 6.3.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunderunder this Article VII, even if no payment is then due on account thereof, the party seeking indemnification (the "“Indemnified Party"”) shall promptly notify provide written notice (the “Notice”) to the party from against whom indemnification is sought (the "“Indemnifying Party"”) of the claim claim. In the event of any Third Party Claim, the Indemnified Party shall provide the Notice within 30 days after the Indemnified Party has actual knowledge of its existence and, when known, the facts constituting the basis for such claimclaim in reasonable detail, but the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such Third Party Claim is materially prejudiced by the Indemnified Party’s failure to give such Notice. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third partyThird Party Claim, the notice to the Indemnifying Party Notice shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed, unless suit shall have been instituted against it the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in accordance with Section 9.3 of this Agreement in which case the Indemnified Party may settle or compromise such claim without the prior consent of the Indemnifying Party. If the Indemnified Party fails to give prompt notice of any claim and such failure prejudices the Indemnifying Party's position or its ability to defend the claim, the Indemnifying Party's liability to the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to the failure to give such notice in a timely manner7.4 below.

Claims for Indemnification. Whenever The representations, warranties, covenants and agreements of the Parties in this Agreement shall survive the Closing, and the representations and warranties of the Parties shall remain in full force and effect until the close of business on August 20, 2001 (the "CLAIMS PERIOD"); provided, however, that the representations and warranties set forth in Sections 3.1, 3.2, 3.3, 3.8, 3.9, 3.10, 3.12(a), 3.13, 3.14, 3.16, 3.17 and 3.32 shall survive until expiration of any claim shall arise applicable statute of limitations (including any extensions thereof) which would preclude assertion of claims for indemnification hereunder, matters existing on or prior to the party date of this Agreement. The Party seeking indemnification (the "Indemnified PartyINDEMNIFIED PARTY") shall promptly notify give the party Party from whom indemnification is sought (the "Indemnifying PartyINDEMNIFYING PARTY") a written notice ("NOTICE OF CLAIM") within sixty (60) days of the claim and, when known, the facts constituting the basis for such claim. In the event discovery of any such claim for indemnification hereunder resulting from or Indemnifiable Damage in connection with any claim or legal proceedings by a third party, respect of which the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled right to indemnification hereunder without the prior written consent of the Indemnifying Partycontained in this Article 8 may be claimed; provided, which shall not be unreasonably withheldhowever, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.3 of this Agreement in which case the Indemnified Party may settle or compromise such claim without the prior consent of the Indemnifying Party. If the Indemnified Party fails to give prompt notice of any claim and such failure prejudices the Indemnifying Party's position or its ability to defend the claim, the Indemnifying Party's liability to the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to that the failure to give such notice within such sixty (60) day period shall not result in a timely mannerthe waiver or loss of any right to bring such claim hereunder after such period unless, and only to the extent that, the Indemnifying Party is actually prejudiced by such failure. Any Notice of Claim delivered to the Company shall also be delivered to the Escrow Agent. Any Notice of Claim shall set forth the representations, warranties, covenants and agreements with respect to which the claim is made, the facts giving rise to an alleged basis for the claim and the amount of liability asserted or anticipated to be asserted by reason of the claim.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunderunder this CLAUSE SIXTH, the party seeking indemnification (the "Indemnified Party") ), shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim; PROVIDED, HOWEVER, that Stockholder shall have no obligation to indemnify Company and/or Buyer and/or hold Company and/or Buyer harmless from any Damages or claim asserted at a time beyond the time limitation period imposed by paragraph 6.6., below. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings proceeding by a third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Except as provided in Clause 6.4(d), the Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Partyconsent, which shall not be unreasonably withheldwithheld or delayed, unless of the Indemnifying Party; PROVIDED, HOWEVER, that if suit shall have been instituted against it an Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.3 Clause 6.4 of this Agreement in which case Agreement, the Indemnified Party may shall have the right to settle or compromise such claim without the prior consent of the Indemnifying Party. If the Indemnified Party fails to give prompt notice of any claim and such failure prejudices the Indemnifying Party's position or its ability to defend the claim, the Indemnifying Party's liability to the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to the failure to give such notice in a timely mannerconsent.

Claims for Indemnification. Whenever any claim shall arise for -------------------------- indemnification hereunderhereunder with respect to a liability or obligation owed or asserted to be owed to a third party, the party seeking indemnification (the "Indemnified Party") shall promptly notify (in accordance with Section 8.6) the party from whom indemnification is sought (the "Indemnifying Party") (in the case of the Seller after its liquidation, Buyer shall notify Blue Rock and the Stockholder Representative), of the claim and, when known, the facts constituting the basis for such claim; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to seeking indemnification hereunder without the prior written consent of the Indemnifying Party, Party (which shall not be unreasonably withheld), unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of the defense of such suit after notification thereof claim as provided in Section 9.3 6.7 of this Agreement Agreement, after notification thereof pursuant to this Section 6.6, in which case the Indemnified Party may settle or compromise such claim without the prior consent of the Indemnifying Party. If the Indemnified Party fails to give prompt notice of any claim and such failure prejudices the Indemnifying Party's position or its ability to defend the claim, the Indemnifying Party's liability to the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to the failure to give such notice in a timely mannerconsent.

Claims for Indemnification. Whenever any claim Each party entitled to indemnification under this Section 6 (the ‘‘Indemnified Party’’) shall arise for indemnification hereunder, give written notice to the party seeking required to provide indemnification (the "‘‘Indemnifying Party’’) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought and shall unless in the Indemnified Party") shall promptly notify 's reasonable judgment a conflict of interest may exist between the party from whom indemnification is sought (Indemnified Party and the "Indemnifying Party") Party in respect of the claim and, when known, the facts constituting the basis for such claim. In , permit the event Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (which approval shall not unreasonably be unreasonably withheld), unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.3 of this Agreement in which case the Indemnified Party may settle or compromise participate in such claim without defense at such party's expense, and provided further that the prior consent failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party. If the Indemnified Party fails to give prompt notice of any claim and such failure prejudices the Indemnifying Party's position or its ability to defend the claim, the Indemnifying Party's liability obligations under this Section 6 except to the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to extent that the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a timely mannerrelease from all liability in respect to such claim or litigation.

Claims for Indemnification. Whenever any claim shall arise for (a) A Party entitled to indemnification hereunder, the party seeking indemnification under this Article VI (the an "Indemnified Party") shall promptly notify give prompt written notification (a "Claim Notice") to the party from whom indemnification is sought (the "Indemnifying Party") of the claim andclaim, and when known, the facts constituting the basis for and the amount of such claimclaim (the "Claimed Amount"). In the event of any such claim for indemnification hereunder resulting from or in connection with any claim claim, action, suit or legal proceedings by proceeding relating to a third party, the notice to the Indemnifying Party Claim Notice shall be delivered within twenty (20) days after receipt of such third party's claim and shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. If the Indemnified Party is seeking to enforce such claim pursuant to the Escrow Agreement, the Indemnified Party shall deliver a copy of the Claim Notice to the Escrow Agent. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Partyconsent, which shall not be unreasonably withheldwithheld or delayed, unless of the Indemnifying Party (in the case of the Stockholders, such consent shall be provided by in the Stockholders' Representative); provided, however, that if suit shall have been instituted against it the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.3 6.3(b) of this Agreement in which case Agreement, the Indemnified Party may shall have the right to settle or compromise such claim without the prior consent of upon giving notice to the Indemnifying Party. If the Indemnified Party fails to give prompt notice of any claim and such failure prejudices the Indemnifying Party's position or its ability to defend the claim, the Indemnifying Party's liability to the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to the failure to give such notice as provided in a timely mannerSection 6.3(b).

Claims for Indemnification. Whenever any claim shall arise -------------------------- for indemnification hereunderunder this Section 10, the party Buyer or the Company, as the case may be, seeking indemnification (the "Indemnified Party") ), shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") Stockholders' Representative of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Partyconsent, which shall not be unreasonably withheldwithheld or delayed, unless of the Stockholders' Representative, who shall have the power and authority to bind all of the Stockholders; provided, however, that if suit shall have been instituted -------- ------- against it the Indemnified Party and the Indemnifying Party Stockholders' Representative shall not have taken control of such suit after notification thereof as provided in Section 9.3 Subsection 10.03 of this Agreement in which case Agreement, the Indemnified Party may shall have the right to settle or compromise such claim without the prior consent of the Indemnifying Party. If the Indemnified Party fails to give prompt upon giving notice of any claim and such failure prejudices the Indemnifying Party's position or its ability to defend the claim, the Indemnifying Party's liability to the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to the failure to give such notice Stockholders' Representative as provided in a timely mannerSubsection 10.03.

Claims for Indemnification. Whenever any claim shall arise for -------------------------- indemnification hereunderunder this Section 10, the party Buyer or the Company or RM, as the case may be, seeking indemnification (the "Indemnified Party"), shall as promptly as practicable after the Indemnified Party becomes aware of the material facts that form the basis of such claim (and in any event within 5 business days after the Indemnified Party becomes aware of any tax claim or receives written notice that a legal claim has been filed, which tax claim or legal claim could give rise to indemnification hereunder) shall promptly notify the party from whom required to provide indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Partyconsent, which shall not be unreasonably withheldwithheld or delayed, unless of the Indemnifying Party; provided, however, that if suit shall have been -------- ------- instituted against it the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.3 Subsection 10.4 of this Agreement in which case Agreement, the Indemnified Party may shall have the right to settle or compromise such claim without the prior consent of upon giving notice to the Indemnifying Party. If the Indemnified Party fails to give prompt notice of any claim and such failure prejudices the Indemnifying Party's position or its ability to defend the claim, the Indemnifying Party's liability to the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to the failure to give such notice as provided in a timely mannerSubsection 10.4.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunderunder this Article IV, the party seeking indemnification (the "“Indemnified Party"”) shall promptly notify the party from whom indemnification is sought (the "“Indemnifying Party"”) of the claim and, when known, the facts constituting the basis for such claimclaim (an “Indemnification Claim Notice”). In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the notice to the Indemnifying Party Indemnification Claim Notice shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, unless suit conditioned or delayed; provided, however, that if a legal proceeding shall have been instituted against it the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.3 4.4 of this Agreement in which case Agreement, the Indemnified Party may shall have the right to settle or compromise such claim without the prior consent of upon giving notice to the Indemnifying Party. If the Indemnified Party fails to give prompt notice of any claim and such failure prejudices the Indemnifying Party's position or its ability to defend the claim, the Indemnifying Party's liability to the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to the failure to give such notice as provided in a timely mannerSection 4.4.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunderpursuant to Section 6.3 hereof, the party seeking indemnification (the "Indemnified Party") Party shall promptly (and in no event more than 30 days after the later to occur of incurring the Losses or discovering the facts giving rise to the claim) notify the party from whom indemnification is sought (the "Indemnifying Party") Company of the claim and, when known, the facts constituting the basis for such claim; provided that an Indemnified Party's failure to give such notice shall not affect any rights or remedies of the Indemnified Party hereunder with respect to indemnification for Losses except to the extent that the Company is materially prejudiced thereby. In the event of any such claim for indemnification hereunder pursuant to Section 6.3 hereof resulting from or in connection with any claim or legal proceedings by a third party, the notice to the Indemnifying Party Company shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is they are entitled to indemnification hereunder pursuant to Section 6.3 hereof, without the prior written consent of the Indemnifying Party, Company (which shall not be unreasonably withheld, ) unless suit shall have been instituted against it them and the Indemnifying Party Company shall not have taken control of such suit after notification thereof as provided in this Section 9.3 of this Agreement in which case 6.4; provided, however, that the Indemnified Party may settle is hereby authorized to file any motion, answer or compromise such claim without the prior consent of the Indemnifying Party. If the Indemnified Party fails other pleading that it shall deem necessary or appropriate to give prompt notice of any claim and such failure prejudices the Indemnifying Party's position or protect its ability to defend the claim, the Indemnifying Party's liability to the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to the failure to give such notice in a timely mannerinterests.

Claims for Indemnification. Whenever Except as provided in Section 7.4(d), whenever any claim shall arise for indemnification hereunder, the party Party seeking indemnification (the "Indemnified Party") shall promptly notify the other party from whom indemnification is sought (the "Indemnifying Party") of the claim andclaim, and when known, the facts constituting the basis for such claim; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder, so long as such delay is not prejudicial to the Indemnifying Party. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Except as otherwise provided in Section 7.4(d), the Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to seeking indemnification hereunder without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of the defense of such suit after notification thereof claim as provided in Section 9.3 of 7.4, after notification thereof pursuant to this Agreement Section 7.3, in which case the Indemnified Party may settle or compromise such claim without the prior consent of the Indemnifying Party. If the Indemnified Party fails to give prompt notice of any claim and such failure prejudices the Indemnifying Party's position or its ability to defend the claim, the Indemnifying Party's liability to the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to the failure to give such notice in a timely mannerconsent.

Claims for Indemnification. Whenever any claim shall arise for ______________ indemnification hereunder, the party seeking entitled to indemnification (the "Indemnified Partyindemnified party") shall )____________ promptly notify the other party from whom indemnification is sought or parties (the "Indemnifying Partyindemnifying party") of the claim and, when and __________________ known, the facts constituting the basis for such claim. In the event of any such claim for claims _________________ indemnification hereunder resulting from or in connection with any claim or legal proceedings by _________ a third party, notice shall be delivered by indemnified party within ten (10) business days _______ receipt of any such claim (provided that failure to provide timely notice shall not _____ indemnified party's rights hereunder so long as such failure does not materially ____________ indemnifying party's ability to defend such claim) and the notice to the Indemnifying Party shall indemnifying party _______ specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party therefrom ____ the indemnified party shall not settle or compromise any claim by a third party for which it is entitled _______ to indemnification hereunder hereunder, without the prior written consent of the Indemnifying Party, which indemnifying party ____ shall not be unreasonably withheld, withheld unless suit shall have been instituted against it and the Indemnifying Party ________ indemnifying party shall not have taken control of such suit after notification thereof as provided in Section 9.3 8.4 of this Agreement in which case Agreement. Neither the Indemnified Party may indemnified party nor the indemnifying party shall settle or compromise such claim without the prior consent of the Indemnifying Party. If the Indemnified Party fails to give prompt notice of any claim and by a third party for which indemnification is available __________ if the terms of such failure prejudices settlement or compromise admits the Indemnifying Party's position or liability with respect to such claims ______ other party hereto unless the other party, in its ability sole discretion, consents to defend the claim, the Indemnifying Party's liability to the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to the failure to give such notice in a timely mannersettlement compromise.

Claims for Indemnification. Whenever any claim shall arise for -------------------------- indemnification hereunderunder this Section 7, and such claim is not made against the party Escrow Fund, Acquiror or the Company, as the case may be, seeking indemnification (the "Indemnified Party") ), shall promptly notify (the "Claim ----------------- ----- Notice") the party from for whom indemnification is sought hereunder (the ------ "Indemnifying Party") of the claim and, when known, the facts constituting the ------------------ basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third partyparty (each, a "Proceeding"), the Claim Notice shall set forth in ---------- reasonable detail the nature thereof and the basis upon which such Indemnified Party seeks indemnification hereunder; provided, however, that the failure of -------- ------- any Indemnified Party to give such notice to shall not relieve the Indemnifying Party shall specifyof its obligations under such Section, if known, except to the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, unless suit shall have been instituted against it and extent that the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.3 of this Agreement in which case the Indemnified Party may settle or compromise such claim without the prior consent of the Indemnifying Party. If the Indemnified Party fails to give prompt notice of any claim and such failure prejudices the Indemnifying Party's position or its ability to defend the claim, the Indemnifying Party's liability to the Indemnified Party shall be reduced is actually prejudiced by the amount, if any, demonstrated to be directly attributable to the failure to give such notice in a timely mannernotice.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunder, the party The Party seeking indemnification (the -------------------------- "Indemnified Party") shall promptly notify give the party Party from whom indemnification is sought (the "Indemnifying Party") a written notice ("Notice of Claim") within sixty (60) days of the claim and, when known, the facts constituting the basis for such claim. In the event discovery of any such claim for indemnification hereunder resulting from or in connection with any loss, liability, claim or legal proceedings by a third party, expense in respect of which the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled right to indemnification hereunder without the prior written consent of the Indemnifying Partycontained in this Article 11 may be --------------- claimed; provided, which shall not be unreasonably withheldhowever, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.3 of this Agreement in which case the Indemnified Party may settle or compromise such claim without the prior consent of the Indemnifying Party. If the Indemnified Party fails to give prompt notice of any claim and such failure prejudices the Indemnifying Party's position or its ability to defend the claim, the Indemnifying Party's liability to the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to that the failure to give such notice within such sixty (60) day period shall not result in the waiver or loss of any right to bring such claim hereunder after such period unless, and only to the extent that, the other Party is actually prejudiced by such failure. In the event a timely mannerclaim is pending or threatened or the Indemnified Party has a reasonable belief as to the validity of the basis for such claim, the Indemnified Party may give written notice (a "Notice of Possible Claim") of such claim to the Indemnifying Party, regardless of whether a loss has arisen from such claim. A Party shall have no liability under this Article 11 for breach of a ---------- representation or warranty, unless a Notice of Claim or Notice of Possible Claim therefor is delivered by the Indemnified Party prior to March 31, 2001; provided, however, that the limitations set forth in this Section 11.4 shall not ------------ apply to liability under this Article 11 for any intentional breach of a ---------- representation or warranty in this Agreement. Any Notice of Claim or Notice of Possible Claim shall set forth the representations, warranties, covenants and agreements with respect to which the claim is made, the specific facts giving rise to an alleged basis for the claim and the amount of liability asserted or anticipated to be asserted by reason of the claim.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunderunder this Section 7, Parent or the party Company, as the case may be, seeking indemnification (the "Indemnified Party") ), shall promptly notify (the "Claim Notice") the party from for whom indemnification is sought hereunder (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the event such Claim Notice is sent by Parent, Parent shall deliver a copy of such Claim Notice to the Escrow Agent and the Stockholders' Representatives. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Partyconsent, which shall not be unreasonably withheldwithheld or delayed, unless of the Indemnifying Party; provided, however, that if suit shall have been instituted against it the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.3 of this Agreement in which case herein, the Indemnified Party may shall have the right to settle or compromise such claim without upon giving notice to the prior consent of Indemnifying Party as provided in Section 7.5. In the event that the Company constitutes the Indemnifying Party. If the Indemnified Party fails to give prompt notice of any claim , all notices and such failure prejudices the Indemnifying Party's position consents shall be given to, or its ability to defend the claimby, the Indemnifying PartyStockholders' Representatives, who shall have the power and authority to bind the Company and all of the Company's liability to the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to the failure to give such notice in a timely mannerstockholders.

Claims for Indemnification. Whenever any claim shall arise for -------------------------- indemnification hereunderunder this Section 8, the party Buyer or the Seller, as the case may be, seeking indemnification (the "Indemnified Party"), shall as promptly as practicable after the Indemnified Party becomes aware of the material facts that form the basis of such claim (and in any event within 5 business days after the Indemnified Party becomes aware of any tax claim or receives written notice that a legal claim has been filed, which tax claim or legal claim could give rise to indemnification hereunder) shall promptly notify the party from whom required to provide indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Partyconsent, which shall not be unreasonably withheldwithheld or delayed, unless of the Indemnifying Party; provided, however, -------- ------- that if suit shall have been instituted against it the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.3 Subsection 8.4 of this Agreement in which case Agreement, the Indemnified Party may shall have the right to settle or compromise such claim without the prior consent of upon giving notice to the Indemnifying Party. If the Indemnified Party fails to give prompt notice of any claim and such failure prejudices the Indemnifying Party's position or its ability to defend the claim, the Indemnifying Party's liability to the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to the failure to give such notice as provided in a timely mannerSubsection 8.4.

Claims for Indemnification. Whenever any claim shall arise for indemnification hereunderunder this Section 10, the party Buyer, the Company or the Stockholders, as the case may be, seeking indemnification (the "Indemnified Party") ), shall promptly notify the party from whom indemnification Stockholders' Representative (in the case that the Buyer, or, if the Closing occurs, the Company is sought seeking indemnification) or the Buyer (in the case that the Stockholders or, if the Closing does not occur, the Company is seeking indemnification) (in each case, the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Partyconsent, which shall not be unreasonably withheldwithheld or delayed, unless of the Indemnifying Party, (who, in the case of the Stockholders Representative shall have the power and authority to bind all of the Stockholders); provided, however, that if suit shall have been instituted against it the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.3 10.4 of this Agreement in which case Agreement, the Indemnified Party may shall have the right to settle or compromise such claim without the prior consent of upon giving notice to the Indemnifying Party. If the Indemnified Party fails to give prompt notice of any claim and such failure prejudices the Indemnifying Party's position or its ability to defend the claim, the Indemnifying Party's liability to the Indemnified Party shall be reduced by the amount, if any, demonstrated to be directly attributable to the failure to give such notice as provided in a timely mannerSection 10.4.

Claims for Indemnification. Whenever (a) If any Indemnitee shall believe that such Indemnitee is entitled to indemnification pursuant to this Article IX in respect of any Damages, such Indemnitee shall promptly give the appropriate Indemnifying Party notice of such claim shall arise for indemnification hereunder, the party seeking indemnification (the a "Indemnified PartyNotice of Claim") (but such Notice of Claim must be delivered within the time periods specified in Sections 9.03(a), (b) and (c)). Any such Notice of Claim shall promptly notify set forth in reasonable detail and to the party from whom indemnification is sought (the "Indemnifying Party") of the claim and, when known, the facts constituting extent then known the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the notice to the Indemnifying Party shall specify, if known, the amount or an estimate of and the amount of the liability arising therefromclaim, to the extent specified or otherwise known. The Indemnified Party failure of such Indemnitee to give the Notice of Claim for indemnification promptly shall not settle or compromise adversely affect such Indemnitee's right to indemnity hereunder except to the extent that the defense of any claim is prejudiced by such failure. (b) No Person shall have any claim or cause of action as a third party for which it is entitled result of any misrepresentation in or breach of or failure to indemnification hereunder without the prior written consent perform any representation, warranty, covenant, agreement or obligation of any Indemnifying Party referred to in this Article IX against any Affiliate, stockholder, director, officer, employee, consultant or agent of such Indemnifying Party unless any of the Indemnifying Party, which shall not be unreasonably withheld, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control foregoing is a successor or assign of such suit after notification thereof as provided in Section 9.3 of this Agreement in which case the Indemnified Party may settle or compromise such claim without the prior consent of the Indemnifying Party. If the Indemnified Party fails to give prompt notice of any claim and such failure prejudices the Indemnifying Party's position or its ability to defend the claim, the Indemnifying Party's liability to the Indemnified Party Nothing set forth in this Article IX shall be reduced by deemed to prohibit or limit any Buyer Indemnitee's or Seller Indemnitee's right at any time before, on or after the amountClosing Date, if any, demonstrated to be directly attributable to the failure to give such notice in a timely manner.seek injunctive or other