Common use of Determination of Damages and Related Matters Clause in Contracts

Determination of Damages and Related Matters. (a) Upon the occurrence of any event which would give rise to a claim by PocketSpec against, or to a right of defense and indemnity against Members pursuant to this Section 12.5, or in the event that any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which Members may become obligated to PocketSpec hereunder, PocketSpec shall give notice to Members of the occurrence of such event and shall identify PocketSpec's choice of counsel to represent such investigation, claim or proceedings, provided that the failure of PocketSpec to give notice shall not affect the indemnification obligations of Members hereunder. PocketSpec shall have the exclusive right to so defend, contest or protect against such matter utilizing the counsel of PocketSpec's choice (who shall be reasonably acceptable to a representative of Members). Members shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof by counsel of their choice. (b) As PocketSpec incurs expenses for which indemnification hereunder is provided and after any final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction, and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, PocketSpec shall forward to Members notice of any sums due and owing by them pursuant to this Agreement with respect to such matter and they shall be required to pay all of the sums so due and owing to PocketSpec within ten (10) days of such notice. (c) Upon the occurrence of any event which would give rise to a claim by Sierra Norte and/or Members against, or to a right of defense and indemnity against PocketSpec pursuant to this Section 12.5, or in the event that any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which PocketSpec may become obligated to Sierra Norte and/or Members hereunder, Sierra Norte and/or Members shall give notice to PocketSpec of the occurrence of such event and shall identify their choice of counsel to represent such investigation, claim or proceedings, provided that the failure of either or both of them to give notice shall not affect the indemnification obligations of PocketSpec hereunder. Sierra Norte and/or Members shall have the exclusive right to so defend, contest or protect against such matter utilizing the counsel of their choice (who shall be reasonably acceptable to a representative of PocketSpec). PocketSpec shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof by counsel of its choice. (d) As Sierra Norte and/or Members incur expenses for which indemnification hereunder is provided and after any final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction, and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, Sierra Norte and/or Members shall forward to PocketSpec notice of any sums due and owing by it pursuant to this Agreement with respect to such matter and shall be required to pay all of the sums so due and owing to Sierra Norte and/or Members by certified or bank cashier's check within ten (10) days of such notice.

Determination of Damages and Related Matters. (a) Upon the occurrence of any event which would give rise to a claim by PocketSpec Guardian against, or to a right of defense and indemnity against Members Vairex pursuant to this Section 12.514.4, or in the event that any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which Members Vairex may become obligated to PocketSpec Guardian hereunder, PocketSpec Guardian shall give notice to Members Vairex of the occurrence of such event and shall identify PocketSpecGuardian's choice of counsel to represent such investigation, claim or proceedings, provided that the failure of PocketSpec Guardian to give notice shall not affect the indemnification obligations of Members Vairex hereunder. PocketSpec Guardian shall have the exclusive right to so defend, contest or protect against such matter utilizing the counsel of PocketSpecGuardian's choice (who shall be reasonably acceptable to a representative of MembersVairex). Members Vairex shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof by counsel of their choice. (b) As PocketSpec Guardian incurs expenses for which indemnification hereunder is provided and after any final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction, and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, PocketSpec Guardian shall forward to Members Vairex notice of any sums due and owing by them pursuant to this Agreement with respect to such matter and they shall be required to pay all of the sums so due and owing to PocketSpec Guardian within ten (10) days of such notice. (c) Upon the occurrence of any event which would give rise to a claim by Sierra Norte and/or Members Vairex against, or to a right of defense and indemnity against PocketSpec Guardian pursuant to this Section 12.514.4, or in the event that any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which PocketSpec Guardian may become obligated to Sierra Norte and/or Members Vairex hereunder, Sierra Norte and/or Members Vairex shall give notice to PocketSpec Guardian of the occurrence of such event and shall identify their choice of counsel to represent such investigation, claim or proceedings, provided that the failure of either or both of them to give notice shall not affect the indemnification obligations of PocketSpec Guardian hereunder. Sierra Norte and/or Members Vairex shall have the exclusive right to so defend, contest or protect against such matter utilizing the counsel of their choice (who shall be reasonably acceptable to a representative of PocketSpecGuardian). PocketSpec Guardian shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof by counsel of its choice. (d) As Sierra Norte and/or Members incur Vairex incurs expenses for which indemnification hereunder is provided and after any final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction, and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, Sierra Norte and/or Members Vairex shall forward to PocketSpec Guardian notice of any sums due and owing by it pursuant to this Agreement with respect to such matter and shall be required to pay all of the sums so due and owing to Sierra Norte and/or Members Vairex by certified or bank cashier's check within ten (10) days of such notice.

Determination of Damages and Related Matters. (a) Upon the occurrence of any event which would give rise to a claim by PocketSpec Southshore or SAC against, or to a right of defense and indemnity against Members RV pursuant to this Section 12.513, or in the event that any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which Members RV may become obligated to PocketSpec Southshore or SAC hereunder, PocketSpec Southshore and SAC shall give notice to Members RV of the occurrence of such event and shall identify PocketSpecSouthshore or SAC's choice of counsel to represent such investigation, claim or proceedings, provided that the failure of PocketSpec Southshore or SAC to give notice shall not affect the indemnification obligations of Members RV hereunder. PocketSpec Southshore or SAC (i) shall have the exclusive right to so defend, contest or protect against such matter utilizing the counsel of PocketSpecSouthshore or SAC's choice (who shall be reasonably acceptable to a representative of MembersRV), and (ii) without further notice may set off or apply against all amounts due RV hereunder, or their affiliates, under any instrument or pursuant to any obligation, the full amount for which indemnification hereunder is provided. Members RV shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof by counsel of their choice. (b) As PocketSpec Southshore or SAC incurs expenses for which indemnification hereunder is provided and after any final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction, and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, PocketSpec Southshore or SAC shall forward to Members RV notice of any sums due and owing by them pursuant to this Agreement with respect to such matter and they shall be required to pay all of the sums so due and owing to PocketSpec Southshore or SAC by certified or bank cashier's check within ten (10) days of such notice. (c) Upon the occurrence of any event which would give rise to a claim by Sierra Norte and/or Members RV against, or to a right of defense and indemnity against PocketSpec Southshore or SAC pursuant to this Section 12.513, or in the event that any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which PocketSpec Southshore or SAC may become obligated to Sierra Norte and/or Members RV hereunder, Sierra Norte and/or Members . RV shall give notice to PocketSpec Southshore or SAC respectively of the occurrence of such event and shall identify their choice of counsel to represent such investigation, claim or proceedings, provided that the failure of either or both of them RV to give notice shall not affect the indemnification obligations of PocketSpec Southshore or SAC hereunder. Sierra Norte and/or Members RV (i) shall have the exclusive right to so defend, contest or protect against such matter utilizing the counsel of their choice (who shall be reasonably acceptable to a representative of PocketSpecSouthshore or SAC), and (ii) without further notice may set off or apply against all amounts due Southshore or SAC hereunder, or their affiliates, under any instrument or pursuant to any obligation, the full amount for which indemnification hereunder is provided. PocketSpec Southshore and SAC shall have the right, but not the obligation, to participate, at its their own expense, in the defense thereof by counsel of its their choice. (d) As Sierra Norte and/or Members incur RV incurs expenses for which indemnification hereunder is provided and after any final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction, and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, Sierra Norte and/or Members . RV shall forward to PocketSpec Southshore or SAC notice of any sums due and owing by it pursuant to this Agreement with respect to such matter matter, and Southshore or SAC respectively shall be required to pay all of the sums so due and owing to Sierra Norte and/or Members RV by certified or bank cashier's check within ten (10) days of such notice.

Determination of Damages and Related Matters. (a) Upon the occurrence of any event which would give rise to a claim by PocketSpec any party against, or to a right of defense and indemnity against Members any other party pursuant to this Section 12.5Agreement, or in the event that any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which Members any party may become obligated to PocketSpec any other party hereunder, PocketSpec such aggrieved party shall give notice to Members the other parties of the occurrence of such event and shall identify PocketSpec's choice of counsel to represent such investigation, claim or proceedings, event.; provided that the failure of PocketSpec ▇▇▇ to give notice shall not affect the indemnification obligations of Members Shareholders hereunder. PocketSpec ▇▇▇ shall have the exclusive right to so defend, contest or protect against such matter utilizing the counsel of PocketSpeciRV's choice (who shall be reasonably acceptable to a representative of Membersthe other parties). Members Such other parties shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof by counsel of their choice. (b) As PocketSpec ▇▇▇ incurs expenses for which indemnification hereunder is provided and after any final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction, and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, PocketSpec ▇▇▇ shall forward to Members such other parties notice of any sums due and owing by them pursuant to this Agreement with respect to such matter and they shall be required to pay all of the sums so due and owing to PocketSpec ▇▇▇ within ten (10) days of such notice. (c) Upon the occurrence of any event which would give rise to a claim by Sierra Norte As Scarab and/or Members against, or to a right of defense and indemnity against PocketSpec pursuant to this Section 12.5, or in the event that any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which PocketSpec may become obligated to Sierra Norte and/or Members hereunder, Sierra Norte and/or Members shall give notice to PocketSpec of the occurrence of such event and shall identify their choice of counsel to represent such investigation, claim or proceedings, provided that the failure of either or both of them to give notice shall not affect the indemnification obligations of PocketSpec hereunder. Sierra Norte and/or Members shall have the exclusive right to so defend, contest or protect against such matter utilizing the counsel of their choice (who shall be reasonably acceptable to a representative of PocketSpec). PocketSpec shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof by counsel of its choice. (d) As Sierra Norte and/or Members Shareholders incur expenses for which indemnification hereunder is provided and after any final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction, and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, Sierra Norte Scarab and/or Members Shareholders shall forward to PocketSpec ▇▇▇ notice of any sums due and owing by it pursuant to this Agreement with respect to such matter and shall be required to pay all of the sums so due and owing to Sierra Norte Scarab and/or Members Shareholders by certified or bank cashier's check within ten (10) days of such notice.

Determination of Damages and Related Matters. (a) Upon the occurrence of any event which would give rise to a claim by PocketSpec Enterprise against, or to a right of defense and indemnity against Members GOL India pursuant to this Section 12.58, or in the event that any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which Members GOL India may become obligated to PocketSpec Enterprise hereunder, PocketSpec Enterprise shall give notice to Members GOL India of the occurrence of such event and shall identify PocketSpecEnterprise's choice of counsel to represent such investigation, claim or proceedings, provided that the failure of PocketSpec Enterprise to give notice shall not affect the indemnification obligations of Members GOL India hereunder. PocketSpec Enterprise (i) shall have the exclusive right to so defend, contest or protect against such matter utilizing the counsel of PocketSpecEnterprise's choice (who shall be reasonably acceptable to a representative of MembersGOL India), and (ii) without further notice may set off or apply against all amounts due GOL India hereunder, or their affiliates, under any instrument or pursuant to any obligation, the full amount for which indemnification hereunder is provided. Members GOL India shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof by counsel of their choice. (b) As PocketSpec Enterprise incurs expenses for which indemnification hereunder is provided and after any final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction, and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, PocketSpec Enterprise shall forward to Members GOL India notice of any sums due and owing by them pursuant to this Agreement with respect to such matter and they shall be required to pay all of the sums so due and owing to PocketSpec Enterprise by certified or bank cashier's check within ten (10) days of such notice. (c) Upon the occurrence of any event which would give rise to a claim by Sierra Norte and/or Members GOL India against, or to a right of defense and indemnity against PocketSpec Enterprise pursuant to this Section 12.58, or in the event that any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which PocketSpec Enterprise may become obligated to Sierra Norte and/or Members GOL India hereunder, Sierra Norte and/or Members . GOL India shall give notice to PocketSpec Enterprise of the occurrence of such event and shall identify their choice of counsel to represent such investigation, claim or proceedings, provided that the failure of either or both of them GOL India to give notice shall not affect the indemnification obligations of PocketSpec Enterprise hereunder. Sierra Norte and/or Members GOL India (i) shall have the exclusive right to so defend, contest or protect against such matter utilizing the counsel of their choice (who shall be reasonably acceptable to a representative of PocketSpecEnterprise), and (ii) without further notice may set off or apply against all amounts due Enterprise hereunder, or their affiliates, under any instrument or pursuant to any obligation, the full amount for which indemnification hereunder is provided. PocketSpec Enterprise shall have the right, but not the obligation, to participate, at its their own expense, in the defense thereof by counsel of its their choice. (d) As Sierra Norte and/or Members incur GOL India incurs expenses for which indemnification hereunder is provided and after any final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction, and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, Sierra Norte and/or Members . GOL India shall forward to PocketSpec Enterprise notice of any sums due and owing by it pursuant to this Agreement with respect to such matter matter, and Enterprise shall be required to pay all of the sums so due and owing to Sierra Norte and/or Members GOL India by certified or bank cashier's check within ten (10) days of such notice.

Determination of Damages and Related Matters. (a) Upon the occurrence of any event which would give rise to a claim by PocketSpec GAI against, or to a right of defense and indemnity against Members ABS, Shareholder pursuant to this Section 12.510, or in the event that any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which Members ABS, Shareholder may become obligated to PocketSpec GAI hereunder, PocketSpec GAI shall give notice to Members ABS, Shareholder of the occurrence of such event and shall identify PocketSpecGAI's choice of counsel to represent such investigation, claim or proceedings, provided that the failure of PocketSpec GAI to give notice shall not affect the indemnification obligations of Members ABS, Shareholder hereunder. PocketSpec GAI (i) shall have the exclusive right to so defend, contest or protect against such matter utilizing the counsel of PocketSpecGAI's choice (who shall be reasonably acceptable to a representative of MembersABS, Shareholder), and (ii). Members ABS, Shareholder shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof by counsel of their its choice. (b) As PocketSpec GAI incurs expenses for which indemnification hereunder is provided and after any final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction, and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, PocketSpec GAI shall forward to Members ABS, Shareholder notice of any sums due and owing by them it pursuant to this Agreement with respect to such matter and they it shall be required to pay all of the sums so due and owing to PocketSpec GAI by certified or bank cashier's check within ten (10) days of such notice. (c) Upon the occurrence of any event which would give rise to a claim by Sierra Norte and/or Members ABS, Shareholder against, or to a right of defense and indemnity against PocketSpec GAI pursuant to this Section 12.510, or in the event that any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which PocketSpec GAI may become obligated to Sierra Norte and/or Members ABS, Shareholder hereunder, Sierra Norte and/or Members ABS, Shareholder shall give notice to PocketSpec GAI of the occurrence of such event and shall identify their its choice of counsel to represent such investigation, claim or proceedings, provided that the failure of either ABS, Shareholder or both of them SG to give notice shall not affect the indemnification obligations of PocketSpec GAI hereunder. Sierra Norte and/or Members ABS, Shareholder and SG (i) shall have the exclusive right to so defend, contest or protect against such matter utilizing the counsel of their its choice (who shall be reasonably acceptable to a representative of PocketSpecGAI). PocketSpec GAI shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof by counsel of its choice. (d) As Sierra Norte and/or Members incur ABS, Shareholder incurs expenses for which indemnification hereunder is provided and after any final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction, and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, Sierra Norte and/or Members ABS, Shareholder shall forward to PocketSpec GAI notice of any sums due and owing by it pursuant to this Agreement with respect to such matter matter, and GAI shall be required to pay all of the sums so due and owing to Sierra Norte and/or Members ABS, Shareholder by certified or bank cashier's check within ten (10) days of such notice.

Determination of Damages and Related Matters. (a) Upon the occurrence of any event which would give rise to a claim by PocketSpec Guardian against, or to a right of defense and indemnity against Members Redwood pursuant to this Section 12.59, or in the event that any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which Members Redwood may become obligated to PocketSpec Guardian hereunder, PocketSpec Guardian shall give notice to Members Redwood of the occurrence of such event and shall identify PocketSpecGuardian's choice of counsel to represent such investigation, claim or proceedings, provided that the failure of PocketSpec Guardian to give notice shall not affect the indemnification obligations of Members Redwood hereunder. PocketSpec Guardian (i) shall have the exclusive right to so defend, contest or protect against such matter utilizing the counsel of PocketSpecGuardian's choice (who shall be reasonably acceptable to a representative of MembersRedwood), and (ii) without further notice may set off or apply against all amounts due Redwood hereunder, or their affiliates, under any instrument or pursuant to any obligation other than an obligation to pay Redwood compensation for services rendered on behalf of Guardian, the full amount for which indemnification hereunder is provided. Members Redwood shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof by counsel of their choice. (b) As PocketSpec Guardian incurs expenses for which indemnification hereunder is provided and after any final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction, and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, PocketSpec Guardian shall forward to Members Redwood notice of any sums due and owing by them pursuant to this Agreement with respect to such matter and they shall be required to pay all of the sums so due and owing to PocketSpec Guardian by certified or bank cashier's check within ten (10) days of such notice. (c) Upon the occurrence of any event which would give rise to a claim by Sierra Norte Palo Verde and/or Members Redwood against, or to a right of defense and indemnity against PocketSpec Guardian pursuant to this Section 12.59, or in the event that any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which PocketSpec Guardian may become obligated to Sierra Norte Palo Verde and/or Members Redwood hereunder, Sierra Norte Palo Verde and/or Members Redwood shall give notice to PocketSpec Guardian of the occurrence of such event and shall identify their choice of counsel to represent such investigation, claim or proceedings, provided that the failure of either or both of them to give notice shall not affect the indemnification obligations of PocketSpec Guardian hereunder. Sierra Norte Palo Verde and/or Members Redwood (i) shall have the exclusive right to so defend, contest or protect against such matter utilizing the counsel of their choice (who shall be reasonably acceptable to a representative of PocketSpecGuardian), and (ii) without further notice may set off or apply against all amounts due Guardian hereunder, or their affiliates, under any instrument or pursuant to any obligation, the full amount for which indemnification hereunder is provided. PocketSpec Guardian shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof by counsel of its choice. (d) As Sierra Norte Palo Verde and/or Members Redwood incur expenses for which indemnification hereunder is provided and after any final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction, and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, Sierra Norte Palo Verde and/or Members Redwood shall forward to PocketSpec Guardian notice of any sums due and owing by it pursuant to this Agreement with respect to such matter and shall be required to pay all of the sums so due and owing to Sierra Norte Palo Verde and/or Members Redwood by certified or bank cashier's check within ten (10) days of such notice.

Determination of Damages and Related Matters. (a) Upon the occurrence of any event which would give rise to a claim by PocketSpec a party (the “Claimant Party”) against, or to a right of defense and indemnity against Members a party (the “Indemnifying Party”) pursuant to this Section 12.5, or in the event that any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which Members a party (the “Indemnifying Party”) may become obligated to PocketSpec another party hereunder, PocketSpec the Claimant Party shall give notice to Members the Indemnifying Party of the occurrence of such event and shall identify PocketSpecthe Claimant Party's choice of counsel to represent such investigation, claim or proceedings, provided that the failure of PocketSpec the Claimant Party to give notice shall not affect the indemnification obligations of Members the Indemnifying Party hereunder. PocketSpec The Claimant Party shall have the non-exclusive right to so defend, contest or protect against such matter utilizing the counsel of PocketSpecthe Claimant Party's choice (who shall be reasonably acceptable to a representative of Membersthe Indemnifying Party). Members The Indemnifying Party shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof by counsel of their choice. In addition, the Indemnifying Party shall have the right to elect to assume the defense of any such matter in the name of the Claimant Party with counsel who shall be reasonably satisfactory to the Claimant Party. If the Indemnifying Party shall elect to assume the defense in the name of the Claimant Party, it shall provide written notice of such election to the Claimant Party and from and after the giving of such notice to the Claimant Party, the Indemnifying Party shall not be liable to the Claimant Party for any legal or other expenses subsequently incurred by the Claimant Party in connection with the defense, other than reasonable costs of investigation. The Indemnifying Party shall not be liable to the Claimant Party on account of any settlement of any claim, action or proceeding effected without the Indemnifying Party's consent, provided that any such consent shall not be unreasonably withheld or delayed. (b) As PocketSpec Provided that the Indemnifying Party has not elected to assume the defense of the matter in accordance with the provisions of Section , as the Claimant Party incurs expenses for which indemnification hereunder is provided and after prior to any final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction, and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, PocketSpec the Claimant Party shall forward to Members the Indemnifying Party notice of any sums due and owing by them pursuant to this Agreement with respect to such matter and they shall be required to pay all of the sums so due and owing to PocketSpec within ten (10) days of such notice. (c) Upon the occurrence of any event which would give rise to a claim by Sierra Norte and/or Members against, or to a right of defense and indemnity against PocketSpec pursuant to this Section 12.5, or in the event that any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which PocketSpec may become obligated to Sierra Norte and/or Members hereunder, Sierra Norte and/or Members shall give notice to PocketSpec of the occurrence of such event and shall identify their choice of counsel to represent such investigation, claim or proceedings, provided that the failure of either or both of them to give notice shall not affect the indemnification obligations of PocketSpec hereunder. Sierra Norte and/or Members shall have the exclusive right to so defend, contest or protect against such matter utilizing the counsel of their choice (who shall be reasonably acceptable to a representative of PocketSpec). PocketSpec shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof by counsel of its choice. (d) As Sierra Norte and/or Members incur expenses for which indemnification hereunder is provided and after any final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction, and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, Sierra Norte and/or Members shall forward to PocketSpec notice of any sums due and owing by it pursuant to this Agreement with respect to such matter and shall be required to pay all of the sums so due and owing to Sierra Norte and/or Members Claimant Party by certified or bank cashier's check within ten (10) days of such notice. (c) Each of the parties shall fully cooperate with the others in connection with any proceeding for which a claim of indemnification may be made hereunder. If any dispute shall arise with respect to the obligations of any party to the other parties under this Section , and the parties shall be unable to resolve such dispute after good faith negotiations, the parties shall, upon the request of any party involved, submit the dispute to arbitration in accordance with Section .

Determination of Damages and Related Matters. (a) 13.3.1 Upon the occurrence of any event which would give rise to a claim by PocketSpec LICENSEE against, or to a right of defense and or indemnity against Members by, the LICENSOR pursuant to this Section 12.5License, or in the event that any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which Members the LICENSOR may become obligated to PocketSpec LICENSEE hereunder, PocketSpec LICENSEE shall give notice to Members the LICENSOR of the occurrence of such event and shall identify PocketSpec's choice of counsel to represent such investigationLICENSEE, claim without further, notice may set off or proceedingsapply against all amounts due the LICENSOR, provided that or their affiliates, the failure of PocketSpec to give notice shall not affect the full amount for which indemnification obligations of Members hereunderhereunder is provided. PocketSpec shall have the exclusive right to so defend, contest or protect against such matter utilizing the counsel of PocketSpec's choice (who shall be reasonably acceptable to a representative of Members). Members The LICENSOR shall have the right, but not the obligation, to participate, at its their own expense, in the defense thereof by counsel of their choice. (b) 13.3.2 As PocketSpec LICENSEE incurs expenses for which indemnification hereunder is provided and after any final judgment or award shall have been rendered by a court, arbitration board or of administrative agency of competent jurisdiction, jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, PocketSpec LICENSEE shall forward to Members the LICENSOR notice of any sums due and owing by them pursuant to this Agreement with respect to such matter and they shall be required to pay all of the sums so due and owing to PocketSpec LICENSEE by certified or bank cashier's check within ten (10) days of such notice. (c) 13.3.3 Upon the occurrence of any event which would give rise to a claim by Sierra Norte and/or Members LICENSOR against, or to a right of defense and or indemnity against PocketSpec by, the LICENSEE pursuant to this Section 12.5License, or in the event that any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which PocketSpec the LICENSEE may become obligated to Sierra Norte and/or Members LICENSOR hereunder, Sierra Norte and/or Members LICENSOR shall give notice to PocketSpec the LICENSEE of the occurrence of such event and shall identify LICENSOR, without further, notice may set off or apply against all amounts due the LICENSEE, or their choice of counsel to represent such investigationaffiliates, claim or proceedings, provided that the failure of either or both of them to give notice shall not affect the full amount for which indemnification obligations of PocketSpec hereunderhereunder is provided. Sierra Norte and/or Members shall have the exclusive right to so defend, contest or protect against such matter utilizing the counsel of their choice (who shall be reasonably acceptable to a representative of PocketSpec). PocketSpec The LICENSEE shall have the right, but not the obligation, to participate, at its their own expense, in the defense thereof by counsel of its their choice. (d) 13.3.4 As Sierra Norte and/or Members incur LICENSOR incurs expenses for which indemnification hereunder is provided and after any final judgment or award shall have been rendered by a court, arbitration board or of administrative agency of competent jurisdiction, jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, Sierra Norte and/or Members LICENSOR shall forward to PocketSpec the LICENSEE notice of any sums due and owing by it them pursuant to this Agreement with respect to such matter and they shall be required to pay all of the sums so due and owing to Sierra Norte and/or Members LICENSOR by certified or bank cashier's check within ten (10) days of such notice.

Determination of Damages and Related Matters. (a) Upon the occurrence of any event which would give rise to a claim by PocketSpec any party against, or to a right of defense and indemnity against Members any other party pursuant to this Section 12.5Agreement, or in the event that any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which Members any party may become obligated to PocketSpec any other party hereunder, PocketSpec such aggrieved party shall give notice to Members the other parties of the occurrence of such event and shall identify PocketSpec's choice of counsel to represent such investigation, claim or proceedings, event.; provided that the failure of PocketSpec Basic to give notice shall not affect the indemnification obligations of Members Shareholders hereunder. PocketSpec Basic shall have the exclusive right to so defend, contest or protect against such matter utilizing the counsel of PocketSpecBasic's choice (who shall be reasonably acceptable to a representative of Membersthe other parties). Members Such other parties shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof by counsel of their choice. (b) As PocketSpec Basic incurs expenses for which indemnification hereunder is provided and after any final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction, and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, PocketSpec Basic shall forward to Members such other parties notice of any sums due and owing by them pursuant to this Agreement with respect to such matter and they shall be required to pay all of the sums so due and owing to PocketSpec Basic within ten (10) days of such notice. (c) Upon the occurrence of any event which would give rise to a claim by Sierra Norte As Rover and/or Members against, or to a right of defense and indemnity against PocketSpec pursuant to this Section 12.5, or in the event that any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which PocketSpec may become obligated to Sierra Norte and/or Members hereunder, Sierra Norte and/or Members shall give notice to PocketSpec of the occurrence of such event and shall identify their choice of counsel to represent such investigation, claim or proceedings, provided that the failure of either or both of them to give notice shall not affect the indemnification obligations of PocketSpec hereunder. Sierra Norte and/or Members shall have the exclusive right to so defend, contest or protect against such matter utilizing the counsel of their choice (who shall be reasonably acceptable to a representative of PocketSpec). PocketSpec shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof by counsel of its choice. (d) As Sierra Norte and/or Members Shareholders incur expenses for which indemnification hereunder is provided and after any final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction, and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, Sierra Norte Rover and/or Members Shareholders shall forward to PocketSpec Basic notice of any sums due and owing by it pursuant to this Agreement with respect to such matter and shall be required to pay all of the sums so due and owing to Sierra Norte Rover and/or Members Shareholders by certified or bank cashier's check within ten (10) days of such notice.

Determination of Damages and Related Matters. (a) 15.3.1. Upon the occurrence of any event which would give rise to a claim by PocketSpec LICENSEE against, or to a right of defense and or indemnity against Members by SKYC pursuant to this Section 12.5License, or in the event that any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which Members the SKYC may become obligated to PocketSpec LICENSEE hereunder, PocketSpec LICENSEE shall give notice to Members SKYC of the occurrence of such event and shall identify PocketSpec's choice of counsel to represent such investigationLICENSEE, claim without further notice, may set off or proceedingsapply against all amounts due SKYC, provided that or their affiliates, the failure of PocketSpec to give notice shall not affect the full amount for which indemnification obligations of Members hereunderhereunder is provided. PocketSpec shall have the exclusive right to so defend, contest or protect against such matter utilizing the counsel of PocketSpec's choice (who shall be reasonably acceptable to a representative of Members). Members SKYC shall have the right, but not the obligation, to participate, at its their own expense, in the defense thereof by counsel of their choice. (b) 15.3.2. As PocketSpec LICENSEE incurs expenses for which indemnification hereunder is provided and after any final judgment or award shall have been rendered by a court, arbitration board or of administrative agency of competent jurisdiction, jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, PocketSpec LICENSEE shall forward to Members SKYC notice of any sums due and owing by them pursuant to this Agreement with respect to such matter and they shall be required to pay all of the sums so due and owing to PocketSpec LICENSEE by certified or bank cashier's check within ten (10) days of such notice. (c) 15.3.3. Upon the occurrence of any event which would give rise to a claim by Sierra Norte and/or Members SKYC against, or to a right of defense and or indemnity against PocketSpec by, the LICENSEE pursuant to this Section 12.5License, or in the event that any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which PocketSpec the LICENSEE may become obligated to Sierra Norte and/or Members SKYC hereunder, Sierra Norte and/or Members SKYC shall give notice to PocketSpec the LICENSEE of the occurrence of such event and shall identify SKYC, without further notice, may set off or apply against all amounts due the LICENSEE, or their choice of counsel to represent such investigationaffiliates, claim or proceedings, provided that the failure of either or both of them to give notice shall not affect the full amount for which indemnification obligations of PocketSpec hereunderhereunder is provided. Sierra Norte and/or Members shall have the exclusive right to so defend, contest or protect against such matter utilizing the counsel of their choice (who shall be reasonably acceptable to a representative of PocketSpec). PocketSpec The LICENSEE shall have the right, but not the obligation, to participate, at its their own expense, in the defense thereof by counsel of its their choice. (d) 15.3.4. As Sierra Norte and/or Members incur SKYC incurs expenses for which indemnification hereunder is provided and after any final judgment or award shall have been rendered by a court, arbitration board or of administrative agency of competent jurisdiction, jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, Sierra Norte and/or Members SKYC shall forward to PocketSpec the LICENSEE notice of any sums due and owing by it them pursuant to this Agreement with respect to such matter and they shall be required to pay all of the sums so due and owing to Sierra Norte and/or Members SKYC by certified or bank cashier's check within ten (10) days of such notice.

Determination of Damages and Related Matters. (a) Upon the occurrence of any event which would give rise to a claim by PocketSpec XML against, or to a right of defense and indemnity against Members Tivy pursuant to this Section 12.510.5, or in the event that any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which Members Tivy may become obligated to PocketSpec XML hereunder, PocketSpec XML shall give notice to Members Tivy of the occurrence of such event and shall identify PocketSpecXML's choice of counsel to represent such investigation, claim or proceedings, provided that the failure of PocketSpec XML to give notice shall not affect the indemnification obligations of Members Tivy hereunder. PocketSpec XML shall have the exclusive right to so defend, contest or protect against such matter utilizing the counsel of PocketSpecXML's choice (who shall be reasonably acceptable to a representative of MembersTivy). Members Tivy shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof by counsel of their choice. (b) As PocketSpec XML incurs expenses for which indemnification hereunder is provided and after any final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction, and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, PocketSpec XML shall forward to Members Tivy notice of any sums due and owing by them pursuant to this Agreement with respect to such matter and they shall be required to pay all of the sums so due and owing to PocketSpec XML within ten (10) days of such notice. (c) Upon the occurrence of any event which would give rise to a claim by Sierra Norte BlueStream and/or Members Tivy against, or to a right of defense and indemnity against PocketSpec XML pursuant to this Section 12.511.5, or in the event that any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which PocketSpec XML may become obligated to Sierra Norte BlueStream and/or Members Tivy hereunder, Sierra Norte BlueStream and/or Members Tivy shall give notice to PocketSpec XML of the occurrence of such event and shall identify their choice of counsel to represent such investigation, claim or proceedings, provided that the failure of either or both of them to give notice shall not affect the indemnification obligations of PocketSpec XML hereunder. Sierra Norte BlueStream and/or Members Tivy shall have the exclusive right to so defend, contest or protect against such matter utilizing the counsel of their choice (who shall be reasonably acceptable to a representative of PocketSpecXML). PocketSpec XML shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof by counsel of its choice. (d) As Sierra Norte BlueStream and/or Members Tivy incur expenses for which indemnification hereunder is provided and after any final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction, and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, Sierra Norte BlueStream and/or Members Tivy shall forward to PocketSpec XML notice of any sums due and owing by it pursuant to this Agreement with respect to such matter and shall be required to pay all of the sums so due and owing to Sierra Norte BlueStream and/or Members Tivy by certified or bank cashier's check within ten (10) days of such notice.

Determination of Damages and Related Matters. (a) Upon the occurrence of any event which would give rise to a claim by PocketSpec Baltic against, or to a right of defense and indemnity against Members LynkTel pursuant to this Section 12.5Section, or in the event that any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which Members LynkTel may become obligated to PocketSpec Baltic hereunder, PocketSpec Baltic shall give notice to Members LynkTel of the occurrence of such event and shall identify PocketSpecBaltic's choice of counsel to represent such investigation, claim or proceedings, provided that the failure of PocketSpec Baltic to give notice shall not affect the indemnification obligations of Members LynkTel hereunder. PocketSpec Baltic shall have the exclusive right to so defend, contest or protect against such matter utilizing the counsel of PocketSpecBaltic's choice (who shall be reasonably acceptable to a representative of MembersLynkTel). Members LynkTel shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof by counsel of their choice. (b) As PocketSpec Baltic incurs expenses for which indemnification hereunder is provided and after any final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction, and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, PocketSpec Baltic shall forward to Members LynkTel notice of any sums due and owing by them pursuant to this Agreement with respect to such matter and they shall be required to pay all of the sums so due and owing to PocketSpec Baltic within ten (10) days of such notice. (c) Upon the occurrence of any event which would give rise to a claim by Sierra Norte and/or Members LynkTel against, or to a right of defense and indemnity against PocketSpec Baltic pursuant to this Section 12.514.4, or in the event that any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which PocketSpec Baltic may become obligated to Sierra Norte and/or Members LynkTel hereunder, Sierra Norte and/or Members LynkTel shall give notice to PocketSpec Baltic of the occurrence of such event and shall identify their choice of counsel to represent such investigation, claim or proceedings, provided that the failure of either or both of them to give notice shall not affect the indemnification obligations of PocketSpec Baltic hereunder. Sierra Norte and/or Members LynkTel shall have the exclusive right to so defend, contest or protect against such matter utilizing the counsel of their choice (who shall be reasonably acceptable to a representative of PocketSpecBaltic). PocketSpec Baltic shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof by counsel of its choice. (d) As Sierra Norte and/or Members incur LynkTel incurs expenses for which indemnification hereunder is provided and after any final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction, and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, Sierra Norte and/or Members LynkTel shall forward to PocketSpec Baltic notice of any sums due and owing by it pursuant to this Agreement with respect to such matter and shall be required to pay all of the sums so due and owing to Sierra Norte and/or Members LynkTel by certified or bank cashier's check within ten (10) days of such notice.

Determination of Damages and Related Matters. (a) Upon the occurrence of any event which would give rise to a claim by PocketSpec ICF against, or to a right of defense and indemnity against Members Shareholders pursuant to this Section 12.59, or in the event that any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which Members Shareholders may become obligated to PocketSpec ICF hereunder, PocketSpec ICF shall give notice to Members Shareholders of the occurrence of such event and shall identify PocketSpecICF's choice of counsel to represent such investigation, claim or proceedings, provided that the failure of PocketSpec ICF to give notice shall not affect the indemnification obligations of Members Shareholders hereunder. PocketSpec ICF (i) shall have the exclusive right to so defend, contest or protect against such matter utilizing the counsel of PocketSpecICF's choice (who shall be reasonably acceptable to a representative of MembersShareholders), and (ii) without further notice may set off or apply against all amounts due Shareholders hereunder, or their affiliates, under any instrument or pursuant to any obligation other than an obligation to pay Shareholders compensation for services rendered on behalf of ICF, the full amount for which indemnification hereunder is provided. Members Shareholders shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof by counsel of their choice. (b) As PocketSpec ICF incurs expenses for which indemnification hereunder is provided and after any final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction, and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, PocketSpec ICF shall forward to Members Shareholders notice of any sums due and owing by them pursuant to this Agreement with respect to such matter and they shall be required to pay all of the sums so due and owing to PocketSpec ICF by certified or bank cashier's check within ten (10) days of such notice. (c) Upon the occurrence of any event which would give rise to a claim by Sierra Norte XML and/or Members Shareholders against, or to a right of defense and indemnity against PocketSpec ICF pursuant to this Section 12.59, or in the event that any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which PocketSpec ICF may become obligated to Sierra Norte XML and/or Members Shareholders hereunder, Sierra Norte XML and/or Members Shareholders shall give notice to PocketSpec ICF of the occurrence of such event and shall identify their choice of counsel to represent such investigation, claim or proceedings, provided that the failure of either or both of them to give notice shall not affect the indemnification obligations of PocketSpec ICF hereunder. Sierra Norte XML and/or Members Shareholders (i) shall have the exclusive right to so defend, contest or protect against such matter utilizing the counsel of their choice (who shall be reasonably acceptable to a representative of PocketSpecICF), and (ii) without further notice may set off or apply against all amounts due ICF hereunder, or their affiliates, under any instrument or pursuant to any obligation, the full amount for which indemnification hereunder is provided. PocketSpec ICF shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof by counsel of its choice. (d) As Sierra Norte XML and/or Members Shareholders incur expenses for which indemnification hereunder is provided and after any final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction, and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, Sierra Norte XML and/or Members Shareholders shall forward to PocketSpec ICF notice of any sums due and owing by it pursuant to this Agreement with respect to such matter and shall be required to pay all of the sums so due and owing to Sierra Norte XML and/or Members Shareholders by certified or bank cashier's check within ten (10) days of such notice.