Common use of Procedure for Claims Clause in Contracts

Procedure for Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VII (other than a third-party claim covered by Section 7.3(b) below) shall deliver to the Stockholder Representative a certificate (an “Officer’s Certificate”) signed by any officer of CS (or another Indemnified Party) (A) stating that CS (or such other Indemnified Party) has paid, sustained, incurred or accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses (the aggregate amount of such Losses being referred to as the “Claimed Amount”), (B) specifying in reasonable detail the facts pertinent to such claim(s), the individual items of Losses included in the amount so stated and the nature of basis for indemnification to which such item is related, and (C) demanding payment of the Claimed Amount. Within fifteen (15) days after delivery of such Officer’s Certificate, the Stockholder Representative shall deliver to the Indemnified Party a written response in which the Stockholder Representative shall: (I) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case the Stockholder Representative and the Indemnified Party shall deliver to the Escrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute to the Indemnified Party, out of the Indemnity Escrow Fund, an amount equal to the Claimed Amount), (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case the Stockholder Representative and the Indemnified Party shall deliver to the Escrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute to the Indemnified Party, out of the Indemnity Escrow Fund, an amount equal to the Agreed Amount), or (III) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Stockholder Representative in such response contests the payment of all or part of the Claimed Amount, then the Stockholder Representative and the Indemnified Party shall use good faith efforts to resolve such dispute in accordance with Section 7.3(c) below. Failure of the Stockholder Representative to timely respond in writing shall be treated as agreement that the Indemnified Party is entitled to the Claimed Amount, which Indemnified Party may then recover unilaterally from the Indemnity Escrow Fund.

Procedure for Claims. An i. If, prior to the Second Release Date, Surety shall discover, incur or receive notice of the existence of any Claim, whether liquidated or unliquidated, accrued or contingent, asserted or unasserted, for which an Indemnified Party wishing claims reimbursement or indemnity hereunder, Surety shall promptly give written notice thereof to assert the Representative and Escrow Agent by delivering a claim certificate (a "Claim Certificate") which shall be signed by the President or a Vice President of Surety to the effect that an Indemnified Party has a Claim in the amount specified in such Claim Certificate and setting forth the basis for indemnification under this Article VII such Claim. Upon receipt of any such Claim Certificate, Escrow Agent shall, as soon as practicable (other but not earlier than a third-party claim covered by Section 7.3(bseven (7) belowbusiness days after the delivery to Escrow Agent of such Claim Certificate) shall deliver to the Stockholder Indemnified Party Escrowed Funds equal to the amount of the Claim as set forth in the Claim Certificate. Unless, within five (5) business days after delivery to the Representative of any Claim Certificate, the Representative gives written notice to Surety and Escrow Agent that the Representative questions the accuracy of, or matters included in, such Claim Certificate, such Claim Certificate shall constitute full authority to Escrow Agent to take the action provided for in this SECTION 4.B and shall be conclusive on all parties hereto. ii. If the Representative gives notice questioning the accuracy of, or matters included in, a certificate Claim Certificate, Escrow Agent shall not distribute to an Indemnified Party any Escrowed Funds or make any indemnification payment to an Indemnified Party pursuant to this SECTION 4.B until Escrow Agent receives (i) the written consent of the Representative to such indemnifying payment or (ii) a Final Determination with respect to the dispute. After notice by the Representative of disagreement with the accuracy of, or matters included in, a Claim Certificate, either Surety or any other Indemnified Party (on the one hand) or the Representative (on the other hand), may submit and settle such disagreement by arbitration in accordance with the Commercial Arbitration Rules, existing at the date thereof, of the American Arbitration Association (the "Rules"). The dispute shall be submitted to one arbitrator agreed to by Surety and the Representative or, if Surety and the Representa tive cannot agree on one arbitrator, by three arbitrators selected in accordance with said Rules, and shall be heard in Fort Worth, Texas. Each arbitrator must be experienced in the subject matter in dispute. The costs and expenses of the arbitration shall be paid by the non-prevailing party in such arbitration. If an “Officer’s Certificate”) signed Indemnified Party is the prevailing party, a Claim may be made against the Escrowed Funds for such costs and expenses. iii. In the event of any Claim asserted against an Indemnified Party by a third party, the Indemnified Party shall immediately notify the Representative thereof, and permit the Representa- tive, on behalf of the Indemnifying Parties, to assume the defense of any officer such Claim or any litigation resulting therefrom; provided, however, that counsel for the Representative, on behalf of CS the Indemnify ing Parties, who shall conduct the defense of such Claim or any litigation resulting therefrom, shall be approved by the Indemnified Party or Parties against whom the Claim for which indemnification is sought is made (whose approval shall not be unreasonably withheld), and the Indemnified Party or another Parties may participate in such defense at such party's expense. The failure of any Indemnified Party) Party to give notice to the Representative as provided herein shall not relieve the Indemnifying Parties of their obligations under this Escrow Agreement unless such failure to give notice results in the forfeiture of substantive rights or defenses of the Indemnifying Parties. The Representative, in the defense of any such Claim or litigation, shall not, except with the consent of the relevant Indemnified Party or Parties, which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement with regard to such Claim or litigation. The Indemnified Parties shall furnish such information regarding themselves or the Claim in question as the Representative may reasonably request in writing and as shall be reasonably required in connection with the defense of such Claim and litigation resulting therefrom. The Representative shall advise the Indemnified Parties from time to time of the status of such defense. The attorney fees, costs, and other expenses related to Representative's defending or litigating a Claim shall be paid from the Escrowed Funds from time to time as approved in writing by the Representative and Surety. Notwithstanding the above rights of Representative to defend and litigate a Claim, Surety may, by written notice to the Representative and Escrow Agent, terminate such defense and litigation and direct that the Claim be paid in full if Surety reasonably determines, after consultation with its counsel, that the sum of (A) stating that CS (or the estimated costs of defending and litigating such other Indemnified Party) has paid, sustained, incurred or accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses (the aggregate amount of such Losses being referred to as the “Claimed Amount”)Claim, (B) specifying in reasonable detail the facts pertinent to estimated costs of paying such claim(s), Claim if the individual items of Losses included in the amount so stated defense and the nature of basis for indemnification to which such item litigation is relatedunsuccessful, and (C) demanding payment the total of all other Claims for which the requisite notice has been given, exceeds seventy-five percent (75%) of the Claimed Amounttotal of the Escrowed Funds then held by Escrow Agent. iv. Within fifteen If the Representative does not assume the defense of any such Claim or commence settlement negotiations within thirty (1530) days after delivery of receiving the notice provided in SECTION 4.b.iii above, or such Officer’s Certificateshorter period of time if applicable because of procedural requirements, the Stockholder Representative shall deliver to and pursue such defense or settlement proceedings with reasonable diligence, the Indemnified Party may assume such defense or commence such settlement negotiations and may further consent to entry of a written response in which judgement or enter into a settlement of such Claim or litigation on behalf of the Stockholder Representative shall: (I) agree that Indemnifying Parties. In such event, the Indemnified Party is entitled may submit a Claim Certificate to receive all of Escrow Agent from time to time for the Claimed Amount costs and expenses (in which case the Stockholder Representative including attorney fees and expenses) incurred by the Indemnified Party shall deliver to in defending and settling the Escrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute to the Indemnified Party, out of the Indemnity Escrow Fund, an amount equal to the Claimed Amount), (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case the Stockholder Representative and the Indemnified Party shall deliver to the Escrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute to the Indemnified Party, out of the Indemnity Escrow Fund, an amount equal to the Agreed Amount), or (III) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Stockholder Representative in such response contests the payment of all or part of the Claimed Amount, then the Stockholder Representative and the Indemnified Party shall use good faith efforts to resolve such dispute in accordance with Section 7.3(c) below. Failure of the Stockholder Representative to timely respond in writing shall be treated as agreement that the Indemnified Party is entitled to the Claimed Amount, which Indemnified Party may then recover unilaterally from the Indemnity Escrow FundClaim.

Procedure for Claims. An A Person entitled to indemnification under this Article 10 (an “Indemnified Party Party”) wishing to assert a claim for indemnification under this Article VII (other than a third-party claim covered by Section 7.3(b) below) shall 10 must deliver to the Stockholder Representative a certificate person from whom indemnification is sought (an the “Officer’s CertificateIndemnifying Party”) signed by any officer of CS a written notice (or another Indemnified Partya “Claim Notice”) that states (Ai) stating that CS (or such other Indemnified Party) has paid, sustained, incurred or accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses (the aggregate amount of such Losses being referred to as the “Claimed Amount”), (B) specifying in reasonable detail the facts pertinent to such claim(s), constituting the individual items of Losses included in basis for the Damages claimed and (ii) the amount so stated and (the nature “Claim Amount”) of basis for indemnification any Damages claimed by the Indemnified Party, to which such item is related, and (C) demanding payment of the Claimed Amountextent then known. Within fifteen (15) 30 days after delivery of such Officer’s Certificatea Claim Notice, the Stockholder Representative shall Indemnifying Party must deliver to the Indemnified Party a written response in which the Stockholder Representative shall: Indemnifying Party must (IA) agree that the Indemnified Party is entitled to receive all of the Claimed Claim Amount (in which case the Stockholder Representative and such response will, if Buyer is the Indemnified Party, be accompanied by instructions from the Indemnifying Party shall deliver to the Escrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute pay Buyer the Claim Amount from the funds held pursuant to the Indemnified Party, out of the Indemnity Escrow Fund, an amount equal to the Claimed AmountAgreement), (IIB) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Claim Amount (the “Agreed Amount”) (in which case the Stockholder Representative and such response will, if Buyer is the Indemnified Party, be accompanied by instruction from the Indemnifying Party shall deliver to the Escrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute pay Buyer the Agreed Amount from the funds held pursuant to the Indemnified Party, out of the Indemnity Escrow Fund, an amount equal to the Agreed AmountAgreement), or (IIIC) contest that the Indemnified Party is entitled to receive any of the Claimed Claim Amount. If the Stockholder Representative Indemnifying Party in such response contests the payment of all or part of the Claimed Claim Amount, then the Stockholder Representative Indemnifying Party and the Indemnified Party shall will use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party will each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 7.3(c) below. Failure of the Stockholder Representative to timely respond in writing shall be treated as agreement that the Indemnified Party is entitled to the Claimed Amount, which Indemnified Party may then recover unilaterally from the Indemnity Escrow Fund11.6.

Procedure for Claims. An (a) Upon the Indemnified Party wishing Parties becoming aware of any facts giving rise to assert a claim for under ▇▇▇▇▇▇▇ 7.1 above, the Indemnified Parties shall promptly issue the Indemnity Notice. It is clarified that any delay in giving the Indemnity Notice shall not relieve the Indemnifying Party of its indemnification under this Article VII (other than a third-party claim covered by Section 7.3(b) below) obligations hereunder. Such Indemnity Notice shall deliver contain, to the Stockholder Representative a certificate (an “Officer’s Certificate”) signed by any officer of CS (or another Indemnified Party) (A) stating that CS (or such other Indemnified Party) has paid, sustained, incurred or accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses (the aggregate amount of such Losses being referred to as the “Claimed Amount”), (B) specifying in reasonable detail the facts pertinent to such claim(s), the individual items of Losses included in the amount so stated and the nature of basis for indemnification to which such item is related, and (C) demanding payment of the Claimed Amount. Within fifteen (15) days after delivery of such Officer’s Certificate, the Stockholder Representative shall deliver extent known to the Indemnified Party Parties, the facts constituting the basis for such Losses. Within 5 (Five) days of receipt of an Indemnity Notice, the Company and the Promoter and the Existing Shareholders shall indemnify the Investor for such Losses as set out in the Indemnity Notice. (b) In case any third party alleges or asserts a written response claim, demand, action, proceeding or suit against the Company arising out of any matter in respect of which the Stockholder Representative shall: (I) agree that the an Indemnified Party is entitled to receive all be indemnified under this Agreement (Third Party Claims), such Indemnified Party(ies) shall as soon as reasonably practicable notify the Indemnifying Party in writing. (c) The Indemnified Party(ies) shall have the right, but not the obligation, to contest, defend and litigate, and to retain legal advisers of its choice, in respect of any such Third Party Claims in relation to any Loss suffered or incurred and the Indemnifying Party shall continue to keep the Indemnified Party(ies) indemnified in respect of any Losses incurred by the Indemnified Party(ies) as a result of such Third Party Claim (including its reasonable costs, penalties, legal fees and expenses, guarantees and payments pursuant to an interim order or otherwise)). The Indemnifying Party shall also have the right to assume and control the defense of the Claimed Amount Third Party Claims, and to retain legal advisers of its choice, irrespective of whether the Indemnified Party decides not to participate in the defence or abandons any defence, provided however that the Indemnifying Party shall continue to keep the Indemnified Party(ies) indemnified in respect of any Losses incurred by the Indemnified Parties as a result of such Third Party Claim. The Company shall provide all documents and cooperation as reasonably required by the Indemnifying Party for the purposes of defense of the Third Party Claim. (d) If the Indemnifying Party so assumes and controls the defence of any such Third Party Claim or Proceedings in which case relation thereto: (i) the Stockholder Representative Indemnifying Party shall consult in good faith with the Indemnified Party(ies) in the conduct of the Third Party Claim; (ii) the Indemnifying Party shall act in good faith and use reasonable efforts to defend the Third Party Claim in consultation with, and having due regard to the advice of the Indemnified Party(ies) (but the Indemnifying Party is not bound to follow such advice); (iii) the Indemnifying Party shall keep the Indemnified Party(ies) informed of all material developments and events relating to such Third Party Claim; (iv) forthwith intimate the Indemnified Party(ies) in writing of the receipt of any correspondence or Third Party Claim and also simultaneously forward a copy thereof to the Indemnified Party(ies); (v) the Indemnified Party shall deliver cause the Company to reasonably co-operate with the Indemnifying Party(ies) in any legal proceedings that may be necessary or incidental in defending such Third Party Claim. (vi) the Indemnified Party(ies) shall have the right, but not the obligation, to participate in any such defence, access and consult with counsel engaged by the Indemnifying Party in relation to such defence and to retain separate counsel. In the event that the Indemnified Party(ies) exercises its right to participate in any such defense, then the Indemnifying Party shall co-operate with the Indemnified Party(ies) in proceeding with the defence of such claim; (vii) the Indemnifying Party shall not: (x) have the right to make admissions on behalf of the Indemnified Party(ies); (y) take any action in pursuance of such Third Party Claim on behalf of the Indemnified Party(ies); (z) under any circumstance settle, compromise, adjust, dispose, withdraw or admit any liability without the prior written consent of the Indemnified Party(ies); and (viii) if any interim payments (including costs, expenses, fees, penalties or any guarantees or any other payments) are required to be made whether pursuant to an interim order or otherwise, then the Indemnifying Party shall be obligated to promptly make such payment. (ix) If: (i) the Indemnified Party(ies) elects to assume and control the defence of the Third Party Claims (without prejudice to the Escrow Agent, within three (3) Business Days following delivery right of the responseIndemnifying Party to assume defence); or (ii) the Indemnifying Party abandons or fails to conduct the defence of such Third Party Claim in accordance with the provisions of Clause 7.3(c) above, the Indemnified Party(ies) may proceed with the defence of such Third Party Claim on its own, at the expense of the Indemnifying Party. If the Indemnified Party(ies) proceeds with the defence of any such Third Party Claim on its own, it shall be entitled to defend the Third Party Claim in a written notice executed by both such parties instructing manner it deems fit subject to the Escrow Agent to distribute following: (x) the Indemnifying Party shall provide to the Indemnified Parties and their authorised representatives, reasonable access: (x) to the authorised representatives of the Indemnifying Party; or (y) to any property that is a subject matter of a Third Party Claim and is in possession of the Indemnifying Party, out to the extent such access is reasonably required for conduct/defence of the Indemnity Escrow Fund, an amount equal to Third Party Claim; (xi) the Claimed Amount), (II) agree that Indemnifying Party shall reasonably co-operate with the Indemnified Party(ies) in any legal proceedings that may be necessary or incidental in defending such Third Party is entitled to receive part, but not all, of Claim; (xii) the Claimed Amount (the “Agreed Amount”) (in which case the Stockholder Representative and the Indemnified Indemnifying Party shall deliver to the Escrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute make available to the Indemnified Party(ies), all documents and information relating to Third Party Claim required by the Indemnified Party(ies) in any legal proceedings and render all assistance as the Indemnified Party(ies) may reasonably require at the Indemnifying Party’s cost and expense; and (xiii) the Indemnified Party(ies) shall have the right to compromise, out adjust, withdraw, settle and/or dispose the Third Party Claim in good faith provided that no compromise, adjustment, settlement or admission of guilt shall be made binding on or on behalf of the Indemnity Escrow FundPromoter or Existing Shareholders without their prior written consent. (e) Notwithstanding anything contained elsewhere in this Agreement, an amount equal the Company, the Promoter and the Existing Shareholders hereby jointly and severally indemnify, defend and hold harmless, promptly on demand at any time and from time to time, the Indemnified Parties for any and all Losses caused to the Agreed Amount)Indemnified Parties, on account of, or (III) contest that the Indemnified Party is entitled to receive as a result of, or in connection with, all or any of the Claimed Amount. If the Stockholder Representative matters specified in such response contests the payment of all or part of the Claimed Amount, then the Stockholder Representative and the Indemnified Party shall use good faith efforts to resolve such dispute in accordance with Section 7.3(cSchedule 9 (Specific Indemnities) below. Failure of the Stockholder Representative to timely respond in writing shall be treated as agreement that the Indemnified Party is entitled to the Claimed Amount, which Indemnified Party may then recover unilaterally from the Indemnity Escrow Fund.hereunder:

Procedure for Claims. An Indemnified If any indemnified party has or claims to have incurred or suffered Damages for which it is or may be entitled to indemnification, compensation or reimbursement under this Article XI, and the indemnified party wishes to make a claim for the recovery of such Damages from an indemnifying party, such indemnified party shall deliver a Notice (an “Indemnification Claim Notice”) to the indemnifying party. Each Indemnification Claim Notice shall (i) state that such indemnified party believes that that there is or has been a breach of a representation, warranty or covenant contained in the Agreement or that such indemnified party is otherwise entitled to indemnification, compensation or reimbursement under this Article XI, (ii) contain a brief description of the circumstances supporting such indemnified, party’s belief that there is or has been such a possible breach or that such indemnified party is so entitled to indemnification, compensation or reimbursement, and (iii) if practicable contain a good faith, non-binding, preliminary estimate of the aggregate dollar amount of actual and potential damages that have, arisen and may arise as a result of such breach or other matter as set forth in such Indemnification Claim Notice. For the avoidance of doubt, the parties agree that if an indemnified party is entitled to make an indemnification claim under more than one clause of either Section 11.02(a) or 11.02(b), as applicable, the indemnified party may make such claim under any or all of the applicable provisions. (d) Third Party wishing Claims. The obligations of an indemnifying party under this Section 11.02 with respect to assert Damages arising from claims or legal proceedings of any third party that are subject to indemnification as provided for in Section 11.02(a) or Section 11.02(b) 39 Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission. (a “Third Party Claim”) shall be governed by and be contingent upon the following additional terms and conditions: (i) If (A) the indemnified party receives written notice of the commencement of any Third Party Claim against any indemnified party, and (B) a claim for indemnification is to be made against the indemnifying party under this Article VII Agreement with respect to such Third Party Claim, then the indemnified party shall promptly notify the indemnifying party of the commencement of such Third Party Claim; provided, however, that any failure to notify the indemnifying party of the commencement of such Third Party Claim shall not limit or otherwise affect any rights of the indemnified party or any liability that the indemnifying party may have to any indemnified party (other than a thirdexcept to the-extent that the defense of such Third Party Claim has been materially prejudiced by the indemnified party’s failure to notify the indemnifying party claim covered by Section 7.3(bof the commencement of such Third Party Claim). If, within thirty (30) below) shall deliver days after receiving notification of the commencement of any Third Party Claim, the indemnifying party delivers to the Stockholder Representative indemnified party a certificate written notice setting forth the election of the indemnifying party to assume the defense of such Third Party Claim, then, subject to subsections “(an ii)” and “Officer’s Certificate”) signed by any officer of CS (or another Indemnified Party) iii)” below: (A) stating that CS (or such other Indemnified Party) has paid, sustained, incurred or accrued, or reasonably anticipates that it will have the indemnifying party shall be entitled to pay, sustain, incur, or accrue Losses (assume the aggregate amount defense of such Losses being referred Third Party Claim, at the sole expense of the indemnifying party, with counsel reasonably satisfactory to as the “Claimed Amount”), indemnified party; and (B) specifying in reasonable detail as long as the facts pertinent to indemnifying party conducts such claim(s)defense, the individual items of Losses included indemnifying party shall not be required to reimburse the indemnified party for any fees paid to any other counsel representing such indemnified party in such Third Party Claim for legal services rendered while the amount so stated and indemnifying party is conducting such defense (it being understood that the nature of basis indemnifying party shall be required to reimburse the indemnified party for indemnification any fees paid to which counsel representing the indemnified party in such item is related, and (C) demanding payment Third Party Claim for legal services rendered prior to the time the indemnified party receives notice of the Claimed Amount. Within fifteen (15) days after delivery of such Officer’s Certificate, the Stockholder Representative shall deliver to the Indemnified Party a written response in which the Stockholder Representative shall: (I) agree that the Indemnified Party is entitled to receive all election of the Claimed Amount (in which case the Stockholder Representative and the Indemnified Party shall deliver indemnifying party to the Escrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both assume such parties instructing the Escrow Agent to distribute to the Indemnified Party, out of the Indemnity Escrow Fund, an amount equal to the Claimed Amountdefense), (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case the Stockholder Representative and the Indemnified Party shall deliver to the Escrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute to the Indemnified Party, out of the Indemnity Escrow Fund, an amount equal to the Agreed Amount), or (III) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Stockholder Representative in such response contests the payment of all or part of the Claimed Amount, then the Stockholder Representative and the Indemnified Party shall use good faith efforts to resolve such dispute in accordance with Section 7.3(c) below. Failure of the Stockholder Representative to timely respond in writing shall be treated as agreement that the Indemnified Party is entitled to the Claimed Amount, which Indemnified Party may then recover unilaterally from the Indemnity Escrow Fund.

Procedure for Claims. An Indemnified Party wishing If a claim by a third party is made against any indemnified party, and if the indemnified party intends to assert a seek indemnity with respect thereto under this Article 8, such indemnified party shall promptly provide written notice to the indemnifying party of such claim, including the amount of the claim to the extent then known. With respect to claims for indemnification made under this Article 8, other than claims with respect to certain items specified in Section 8.1 dealing with Taxes and environmental matters, an indemnifying party shall be liable to an indemnified party only if such written notice of the claim for indemnification under this Article VII (other than a third-is given by the indemnified party claim covered by Section 7.3(b) below) shall deliver to the Stockholder Representative a certificate indemnifying party prior to the expiration of the Indemnity Period. If such notice is timely given, the indemnifying party's obligation to indemnify the indemnified party shall survive the expiration of the Indemnity Period until resolved. If the indemnifying party hereunder is Seller, references in this Section 8.4 to actions to be taken by the indemnifying party shall mean and refer to the actions to be taken by the Shareholders collectively. The indemnifying party shall have twenty (an “Officer’s Certificate”20) signed days after receipt of the above-mentioned notice to undertake, conduct and control, through counsel of its own choosing (subject to the consent of the indemnified party, such consent not to be unreasonably withheld) and at its expense, the settlement or defense therefor, and the indemnified party shall cooperate with it in connection therewith; provided that: (i) the indemnifying party shall not thereby permit to exist any Lien upon any asset of any indemnified party, (ii) the indemnifying party shall permit the indemnified party to participate in such settlement or defense through counsel chosen by any officer of CS (or another Indemnified Party) (A) stating that CS (or such other Indemnified Party) has paidthe indemnified party, sustained, incurred or accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses (with the aggregate amount fees and expenses of such Losses being referred counsel to as be borne by the “Claimed Amount”), (B) specifying in reasonable detail indemnifying party only if and to the facts pertinent to extent that such claim(s), the individual items counsel is necessary by reason of Losses included in the amount so stated and the nature a demonstrable conflict of basis for indemnification to which such item is relatedinterest, and (Ciii) demanding payment the indemnifying party shall agree promptly to reimburse the indemnified party for the full amount of any loss resulting from such claim and all related expenses incurred by the Claimed Amountindemnified party pursuant to this Article 8. Within fifteen So long as the indemnifying party is reasonably contesting any such claim in good faith, the indemnified party shall not pay or settle any such claim. If the indemnifying party does not notify the indemnified party within twenty (1520) days after delivery receipt of such Officer’s Certificatethe indemnified party's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the Stockholder Representative indemnified party shall deliver have the right to contest, settle or compromise the Indemnified Party a written response claim in which the Stockholder Representative shall: (I) agree that exercise of its exclusive discretion at the Indemnified Party is entitled to receive all expense of the Claimed Amount (in which case the Stockholder Representative and the Indemnified Party shall deliver to the Escrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute to the Indemnified Party, out of the Indemnity Escrow Fund, an amount equal to the Claimed Amount), (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case the Stockholder Representative and the Indemnified Party shall deliver to the Escrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute to the Indemnified Party, out of the Indemnity Escrow Fund, an amount equal to the Agreed Amount), or (III) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Stockholder Representative in such response contests the payment of all or part of the Claimed Amount, then the Stockholder Representative and the Indemnified Party shall use good faith efforts to resolve such dispute in accordance with Section 7.3(c) below. Failure of the Stockholder Representative to timely respond in writing shall be treated as agreement that the Indemnified Party is entitled to the Claimed Amount, which Indemnified Party may then recover unilaterally from the Indemnity Escrow Fundindemnifying party.

Procedure for Claims. An Indemnified Party wishing to assert Within thirty days after obtaining written notice of any claim or demand which has given rise to, or could reasonably give rise to, a claim for indemnification under this Article VII hereunder, the party seeking indemnification shall give written notice of such claim (other than a third-party claim covered by Section 7.3(b"Notice of Claim") below) shall deliver to the Stockholder Representative other party. Failure to give such notice by the party seeking indemnification within said thirty-day period shall not relieve the indemnifying party of its obligations hereunder, unless and only to the extent that the failure to so notify the indemnifying party actually results in damage or prejudice to such indemnifying party. The Notice of Claim shall set forth a certificate (an “Officer’s Certificate”) signed by any officer brief description of CS the facts giving rise to such claim and the amount (or another Indemnified Partya reasonable estimate) (A) stating that CS (of the loss, damage or such other Indemnified Party) has paid, sustained, incurred or accruedexpense suffered, or reasonably anticipates that it will have to paywhich may be suffered, sustainby the party seeking indemnification. Upon receiving the Notice of Claim, incurthe indemnifying party shall resist, settle or accrue Losses (the aggregate amount otherwise dispose of such Losses being referred to claim in such manner as it shall deem appropriate, including the “Claimed Amount”), (B) specifying in reasonable detail the facts pertinent to such claim(s), the individual items employment of Losses included in the amount so stated and the nature of basis for indemnification to which such item is relatedcounsel, and (C) demanding payment of the Claimed Amount. Within fifteen (15) days after delivery of such Officer’s Certificate, the Stockholder Representative shall deliver to the Indemnified Party a written response in which the Stockholder Representative shall: (I) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case the Stockholder Representative and the Indemnified Party shall deliver to the Escrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute to the Indemnified Party, out of the Indemnity Escrow Fund, an amount equal to the Claimed Amount), (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case the Stockholder Representative and the Indemnified Party shall deliver to the Escrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute to the Indemnified Party, out of the Indemnity Escrow Fund, an amount equal to the Agreed Amount), or (III) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Stockholder Representative in such response contests be responsible for the payment of all expenses, including the reasonable fees and expenses of such counsel. The indemnified party shall have the right to employ separate counsel in any such action and to participate in or part assume the defense thereof, but the fees and expenses of such counsel shall be at the indemnified party's expense unless (i) the employment has been specifically authorized by the indemnifying party in writing, (ii) the indemnifying party has failed to assume the defense and employ counsel in a timely manner or (iii) the named parties to any. action (including any impleaded parties) include both Purchaser and the Company, and the indemnified party has been advised by such counsel that representation of the Claimed Amount, then the Stockholder Representative Company and the Indemnified Party shall use good faith efforts Purchaser by the same counsel would be inappropriate under applicable standards of professional conduct due to resolve such dispute actual or potential differing interests between them (in accordance with Section 7.3(c) below. Failure which case, if the indemnified party notifies the indemnifying party in writing that the indemnified party elects to employ separate counsel at the expense of the Stockholder Representative indemnifying party, the indemnifying party shall have neither the right nor the obligation to timely respond in writing shall be treated as agreement that assume the Indemnified Party is entitled to defense of such action on behalf of the Claimed Amount, which Indemnified Party may then recover unilaterally from the Indemnity Escrow Fundindemnified party).

Procedure for Claims. An Indemnified Party entitled to indemnification under this Article VI wishing to assert a claim for indemnification under this Article VII VI (other than a third-party claim covered by Section 7.3(b) below“Claim”) shall deliver to the Stockholder Representative a certificate Party or Parties from whom indemnification is sought (an collectively, the “Officer’s CertificateIndemnifying Party”) signed by any officer of CS a written notice (or another Indemnified Partya “Claim Notice”) that (Ai) stating that CS (or such other Indemnified Party) has paid, sustained, incurred or accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses (the aggregate amount of such Losses being referred to as the “Claimed Amount”), (B) specifying states in reasonable detail the facts pertinent constituting the basis for the Losses claimed, (ii) states the amount (the “Claim Amount”) of any Losses claimed by the Indemnified Party, to such claim(s)the extent then known, (iii) states that the individual items Indemnified Party is entitled to indemnification under this Article VI and sets forth the Indemnified Party’s explanation of Losses included the basis therefor, and (iv) includes a demand for payment in the amount so stated and the nature of basis for indemnification to which such item is related, and (C) demanding payment of the Claimed AmountLosses. Within fifteen (15) 30 days after delivery of such Officer’s Certificatea Claim Notice, the Stockholder Representative Indemnifying Party shall deliver to the Indemnified Party a written response in which the Stockholder Representative shall: Indemnifying Party shall (IA) agree that the Indemnified Party is entitled to receive all of the Claimed Claim Amount (in which case the Stockholder Representative and such response shall, if Buyer is the Indemnified Party shall deliver and has requested that the Claim Amount be paid from the Escrowed Funds, be accompanied by instructions from Seller to the Escrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute to pay Buyer the Indemnified Party, out of Claim Amount from the Indemnity Escrow Fund, an amount equal to the Claimed AmountEscrowed Funds), (IIB) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Claim Amount (the “Agreed Amount”) (in which case the Stockholder Representative and such response shall, if Buyer is the Indemnified Party shall deliver Party, be accompanied by instruction from Seller to the Escrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute to the Indemnified Party, out of the Indemnity Escrow Fund, an amount equal to pay Buyer the Agreed Amount, to the extent acknowledged by the Indemnifying Party, from the Escrowed Funds), or (IIIC) contest that the Indemnified Party is entitled to receive any of the Claimed Claim Amount. If the Stockholder Representative Indemnifying Party in such response contests the payment of all or part of the Claimed Claim Amount, then the Stockholder Representative Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute in accordance with Section 7.3(c) below. Failure is not resolved within 60 days following the delivery by the Indemnifying Party of such response (the Stockholder Representative to timely respond in writing shall be treated as agreement that “Resolution Period”), the Indemnifying Party and the Indemnified Party is entitled shall each have the right to the Claimed Amount, which Indemnified Party may then recover unilaterally from the Indemnity Escrow Fundsubmit such dispute to a court of competent jurisdiction.

Procedure for Claims. An Indemnified Party wishing to assert If a claim for Damages (a "CLAIM") is to be made by a person entitled to indemnification hereunder, the person claiming such indemnification (the "INDEMNIFIED PARTY") shall give written notice (a "CLAIM NOTICE") to the indemnifying person (the "INDEMNIFYING PARTY") promptly after the Indemnified Party becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Article VII (other than Section 9.2 PROVIDED, that if the Indemnified Party is a third-party claim covered Stockholder Indemnified Party, such Claim Notice shall only be valid if it is delivered by Section 7.3(b) below) the Stockholder Representative; and PROVIDED FURTHER, that if the Indemnified Party is a Parent Indemnified Party, such Claim Notice shall deliver be valid if it is delivered to the Stockholder Representative Representative. The failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except and only to the extent that, the Indemnifying Party demonstrates actual material damage caused by such failure, and then only to the extent thereof. In the case of a certificate Claim involving the assertion of a claim by a third party (an “Officer’s Certificate”) signed by any officer of CS (whether pursuant to a lawsuit, other legal action or another Indemnified Party) (A) stating that CS (or such other Indemnified Party) has paidotherwise, sustained, incurred or accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses (the aggregate amount of such Losses being referred to as the “Claimed Amount”a "THIRD-PARTY CLAIM"), (B) specifying if the Indemnifying Party shall acknowledge in reasonable detail the facts pertinent to such claim(s), the individual items of Losses included in the amount so stated and the nature of basis for indemnification to which such item is related, and (C) demanding payment of the Claimed Amount. Within fifteen (15) days after delivery of such Officer’s Certificate, the Stockholder Representative shall deliver writing to the Indemnified Party a written response in which that the Stockholder Representative shall: (I) agree that Indemnifying Party shall be obligated to indemnify the Indemnified Party is under the terms of its indemnity hereunder in connection with such Third-Party Claim, then (A) the Indemnifying Party shall be entitled and, if it so elects, shall be obligated at its own cost, risk and expense, (1) to receive all take control of the Claimed Amount defense and investigation of such Third-Party Claim and (2) to pursue the defense thereof in good faith by appropriate actions or proceedings promptly taken or instituted and diligently pursued, including, without limitation, to employ and engage attorneys of its own choice reasonably acceptable to the Indemnified Party to handle and defend the same, and (B) the Indemnifying Party shall be entitled (but not obligated), if it so elects, to compromise or settle such claim, which case compromise or settlement shall be made only with the Stockholder Representative written consent of the Indemnified Party, such consent not to be unreasonably withheld. In the event the Indemnifying Party elects to assume control of the defense and investigation of such lawsuit or other legal action in accordance with this Section 9.2(b), the Indemnified Party may, at its own cost and expense, participate in the investigation, trial and defense of such Third-Party Claim; PROVIDED that, if the named persons to a lawsuit or other legal action include both the Indemnifying Party and the Indemnified Party shall deliver to the Escrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute to the Indemnified Party, out of the Indemnity Escrow Fund, an amount equal to the Claimed Amount), (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case the Stockholder Representative and the Indemnified Party shall deliver has been advised in writing by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Escrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute to the Indemnified Indemnifying Party, out of the Indemnity Escrow Fund, an amount equal to the Agreed Amount), or (III) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Stockholder Representative in such response contests the payment of all or part of the Claimed Amount, then the Stockholder Representative and the Indemnified Party shall use good faith efforts be entitled, at the Indemnifying Party's cost, risk and expense, to resolve retain one firm of separate counsel of its own choosing. If the Indemnifying Party fails to assume the defense of such dispute Third-Party Claim in accordance with this Section 7.3(c9.2 within ten (10) below. Failure calendar days after receipt of the Stockholder Representative to timely respond in writing shall be treated as agreement that Claim Notice, the Indemnified Party is entitled against which such Third-Party Claim has been asserted shall (upon delivering notice to such effect to the Claimed AmountIndemnifying Party) have the right to undertake, at the Indemnifying Party's cost, risk and expense, the defense, compromise and settlement of such Third-Party Claim on behalf of and for the account of the Indemnifying Party; PROVIDED that such Third-Party Claim shall not be compromised or settled without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. In the event the Indemnifying Party assumes the defense of the claim, the Indemnifying Party shall keep the Indemnified Party may then recover unilaterally reasonably informed of the progress of any such defense, compromise or settlement, and in the event the Indemnified Party assumes the defense of the claim, the Indemnified Party shall keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement. The Indemnifying Party shall be liable for any settlement of any Third-Party Claim effected pursuant to and in accordance with this Section 9.2 and for any final judgment (subject to any right of appeal), and the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Party from the Indemnity Escrow Fundand against any and all Damages by reason of such settlement or judgment.

Procedure for Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VII (other than a third-party claim covered by Section 7.3(b) below) IV shall deliver to the Stockholder Representative Indemnifying Party a certificate written notice (an “Officer’s Certificate”a "CLAIM NOTICE") signed which contains (i) a description and the amount (the "CLAIMED AMOUNT") of any Damages incurred by any officer of CS (or another the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article IV for such Damages and a reasonable explanation of the basis therefor, and (Aiii) stating that CS (or such other Indemnified Party) has paid, sustained, incurred or accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses (a demand for payment in the aggregate amount of such Losses being referred Damages. If the Indemnified Party is seeking to as enforce such claim pursuant to the “Claimed Amount”), (B) specifying in reasonable detail the facts pertinent to such claim(s)Escrow Agreement, the individual items of Losses included in the amount so stated and the nature of basis for indemnification to which such item is related, and (C) demanding payment Indemnifying Party shall deliver a copy of the Claimed AmountClaim Notice to the Escrow Agent. Within fifteen (15) twenty business days after delivery of such Officer’s Certificatea Claim Notice, the Stockholder Representative Indemnifying Party shall deliver to the Indemnified Party a written response (the "RESPONSE") in which the Stockholder Representative Indemnifying Party shall: (Ii) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case the Stockholder Representative Response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer; PROVIDED THAT if the Indemnified Party is the Buyer or the Company and the Indemnified Party is seeking to enforce such claim pursuant to the Escrow Agreement the Indemnifying Party and the Indemnified Party shall deliver to the Escrow Agent, Agent within three (3) Business Days days following the delivery of the responseResponse, a written notice executed by both such parties instructing the Escrow Agent to distribute disburse to the Indemnified Party, out Party a number of Escrow Shares having a Fair Market Value (as defined in the Indemnity Escrow Fund, an amount Agreement) equal to the Claimed Amount), (IIii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”"AGREED AMOUNT") (in which case the Stockholder Representative Response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount by check or by wire transfer; PROVIDED THAT if the Indemnified Party is the Buyer or the Company and the Indemnified Party is seeking to enforce such claim pursuant to the Escrow Agreement the Indemnifying Party and the Indemnified Party shall deliver to the Escrow Agent, Agent within three (3) Business Days days following the delivery of the responseResponse, a written notice executed by both such parties Parties instructing the Escrow Agent to distribute disburse to the Indemnified Party, out Party a number of Escrow Shares having a Fair Market Value (as defined in the Indemnity Escrow Fund, an amount Agreement) equal to the Agreed Amount), ) or (IIIiii) contest dispute that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Stockholder Representative Indemnifying Party in such response contests the Response disputes the payment of all or part of the Claimed Amount, then the Stockholder Representative Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute in accordance with Section 7.3(c) below. Failure is not resolved within 30 days following the delivery by the Indemnifying Party of such response, the Stockholder Representative to timely respond in writing shall be treated as agreement that Indemnifying Party and the Indemnified Party is entitled shall each have the right, after first complying with the requirements of Section 7.9, to commence litigation for purposes of resolving such dispute. For purposes of this Section 4.3, any references to the Claimed Amount, which Indemnified Party may then recover unilaterally from or the Indemnity Escrow FundIndemnifying Party shall, if one or more of the Stockholders comprise the Indemnified Party or the Indemnifying Party, be deemed to refer to the Stockholder Representative. The Stockholder Representative shall have full power and authority on behalf of each Stockholder to take any and all actions on behalf of, execute any and all instruments on behalf of, and execute or waive any and all rights of, the Stockholders under this Article IV. The Stockholder Representative shall have no liability to any Stockholder for any action taken or omitted on behalf of the Stockholders pursuant to this Article IV.

Procedure for Claims. An i. If, prior to the Second Release Date, Surety shall discover, incur or receive notice of the existence of any Claim, whether liquidated or unliquidated, accrued or contingent, asserted or unasserted, for which an Indemnified Party wishing claims reimbursement or indemnity hereunder, Surety shall promptly give written notice thereof to assert the Representative and Escrow Agent by delivering a claim certificate (a "Claim Certificate") which shall be signed by the President or a Vice President of Surety to the effect that an Indemnified Party has a Claim in the amount specified in such Claim Certificate and setting forth the basis for indemnification under this Article VII such Claim. Upon receipt of any such Claim Certificate, Escrow Agent shall, as soon as practicable (other but not earlier than a third-party claim covered by Section 7.3(bfourteen (14) belowbusiness days after the delivery to Escrow Agent of such Claim Certificate) shall deliver to the Stockholder Indemnified Party Escrowed Funds equal to the amount of the Claim as set forth in the Claim Certificate. Unless, within ten (10) business days after delivery to the Representative of any Claim Certificate, the Representative gives written notice to Surety and Escrow Agent that the Representative questions the accuracy of, or matters included in, such Claim Certificate, such Claim Certificate shall constitute full authority to Escrow Agent to take the action provided for in this Section 4.b and shall be conclusive on all parties hereto. ii. If the Representative gives notice questioning the accuracy of, or matters included in, a certificate Claim Certificate, Escrow Agent shall not distribute to an Indemnified Party any Escrowed Funds or make any indemnification payment to an Indemnified Party pursuant to this Section 4.b until Escrow Agent receives (i) the written consent of the Representative to such indemnifying payment or (ii) a Final Determination with respect to the dispute. After notice by the Representative of disagreement with the accuracy of, or matters included in, a Claim Certificate, either Surety or any other Indemnified Party (on the one hand) or the Representative (on the other hand), may submit and settle such disagreement by arbitration in accordance with the Commercial Arbitration Rules, existing at the date thereof, of the American Arbitration Association (the "Rules"). The dispute shall be submitted to one arbitrator agreed to by Surety and the Representative or, if Surety and the Representative cannot agree on one arbitrator, by three arbitrators selected in accordance with said Rules, and shall be heard in Fort Worth, Texas. Each arbitrator must be experienced in the subject matter in dispute. The costs and expenses of the arbitration shall be paid by the non-prevailing party in such arbitration. If an “Officer’s Certificate”) signed Indemnified Party is the prevailing party, a Claim may be made against the Escrowed Funds for such costs and expenses. iii. In the event of any Claim asserted against an Indemnified Party by a third party, the Indemnified Party shall immediately notify the Representative thereof, and permit the Representative, on behalf of the Indemnifying Parties, to assume the defense of any officer such Claim or any litigation resulting therefrom; provided, however, that counsel for the Representative, on behalf of CS the Indemnifying Parties, who shall conduct the defense of such Claim or any litigation resulting therefrom, shall be approved by the Indemnified Party or Parties against whom the Claim for which indemnification is sought is made (whose approval shall not be unreasonably withheld), and the Indemnified Party or another Parties may participate in such defense at such party's expense. The failure of any Indemnified Party) Party to give notice to the Representative as provided herein shall not relieve the Indemnifying Parties of their obligations under this Escrow Agreement unless such failure to give notice results in the forfeiture of substantive rights or defenses of the Indemnifying Parties. The Representative, in the defense of any such Claim or litigation, shall not, except with the consent of the relevant Indemnified Party or Parties, which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement with regard to such Claim or litigation. The Indemnified Parties shall furnish such information regarding themselves or the Claim in question as the Representative may reasonably request in writing and as shall be reasonably required in connection with the defense of such Claim and litigation resulting therefrom. The Representative shall advise the Indemnified Parties from time to time of the status of such defense. The attorney fees, costs, and other expenses related to Representative's defending or litigating a Claim shall be paid from the Escrowed Funds from time to time as approved in writing by the Representative and Surety. Notwithstanding the above rights of Representative to defend and litigate a Claim, Surety may, by written notice to the Representative and Escrow Agent, with the prior written consent of Representative, which consent shall not be unreasonably withheld, terminate such defense and litigation and direct that the Claim be paid in full if Surety reasonably determines, after consultation with its counsel, that the sum of (A) stating that CS (or the estimated costs of defending and litigating such other Indemnified Party) has paid, sustained, incurred or accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses (the aggregate amount of such Losses being referred to as the “Claimed Amount”)Claim, (B) specifying in reasonable detail the facts pertinent to estimated costs of paying such claim(s), Claim if the individual items of Losses included in the amount so stated defense and the nature of basis for indemnification to which such item litigation is relatedunsuccessful, and (C) demanding payment the total of all other Claims for which the requisite notice has been given, exceeds seventy-five percent (75%) of the Claimed Amounttotal of the Escrowed Funds then held by Escrow Agent. iv. Within fifteen If the Representative does not assume the defense of any such Claim or commence settlement negotiations within thirty (1530) days after delivery of receiving the notice provided in Section 4.b.iii above, or such Officer’s Certificateshorter period of time if applicable because of procedural requirements, the Stockholder Representative shall deliver to and pursue such defense or settlement proceedings with reasonable diligence, the Indemnified Party may assume such defense or commence such settlement negotiations and may further consent to entry of a written response in which judgement or enter into a settlement of such Claim or litigation on behalf of the Stockholder Representative shall: (I) agree that Indemnifying Parties. In such event, the Indemnified Party is entitled may submit a Claim Certificate to receive all of Escrow Agent from time to time for the Claimed Amount costs and expenses (in which case the Stockholder Representative including attorney fees and expenses) incurred by the Indemnified Party shall deliver to in defending and settling the Escrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute to the Indemnified Party, out of the Indemnity Escrow Fund, an amount equal to the Claimed Amount), (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case the Stockholder Representative and the Indemnified Party shall deliver to the Escrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute to the Indemnified Party, out of the Indemnity Escrow Fund, an amount equal to the Agreed Amount), or (III) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Stockholder Representative in such response contests the payment of all or part of the Claimed Amount, then the Stockholder Representative and the Indemnified Party shall use good faith efforts to resolve such dispute in accordance with Section 7.3(c) below. Failure of the Stockholder Representative to timely respond in writing shall be treated as agreement that the Indemnified Party is entitled to the Claimed Amount, which Indemnified Party may then recover unilaterally from the Indemnity Escrow FundClaim.

Procedure for Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VII (other than a third-party claim covered by Section 7.3(b) below) VI shall deliver to the Stockholder Representative Indemnifying Party a certificate written notice (an “Officer’s Certificate”a "Claim Notice") signed which contains (i) a description and the amount (the "Claimed Amount") of any Damages incurred by any officer of CS (or another the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article VI and a reasonable explanation of the basis therefor, and (Aiii) stating that CS (or such other Indemnified Party) has paid, sustained, incurred or accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses (a demand for payment in the aggregate amount of such Losses being referred to as the “Claimed Amount”), (B) specifying in reasonable detail the facts pertinent to such claim(s), the individual items of Losses included in the amount so stated and the nature of basis for indemnification to which such item is related, and (C) demanding payment of the Claimed AmountDamages. Within fifteen (15) 20 days after delivery of such Officer’s Certificatea Claim Notice, the Stockholder Representative Indemnifying Party shall deliver to the Indemnified Party a written response in which the Stockholder Representative Indemnifying Party shall: (I) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Stockholder Representative and Indemnifying Party to the Indemnified Party shall deliver to the Escrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute to the Indemnified Party, out of the Indemnity Escrow Fund, an amount equal to the Claimed Amount, by check or by wire transfer), (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “"Agreed Amount”") (in which case such response shall be accompanied by a payment by the Stockholder Representative and Indemnifying Party to the Indemnified Party shall deliver to the Escrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute to the Indemnified Party, out of the Indemnity Escrow Fund, an amount equal to the Agreed Amount, by check or by wire transfer), or (III) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Stockholder Representative Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, then the Stockholder Representative Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute in accordance with Section 7.3(c) below. Failure is not resolved within 30 days following the delivery by the Indemnifying Party of such response, the Stockholder Representative to timely respond in writing shall be treated as agreement that Indemnifying Party and the Indemnified Party is entitled shall each have the right to submit such dispute to a court of competent jurisdiction. If a written notice does not state the amount claimed, such omission will not preclude the Indemnified Party from recovering from the Indemnifying Party with respect to the claim described in such notice if the Claimed AmountAmount is promptly provided after it is determined. In order to assert its right to indemnification under this Article VI, which the Indemnified Party may then recover unilaterally from the Indemnity Escrow Fundwill not be required to provide any notice except as provided in this Section 6.3(b).

Procedure for Claims. An Indemnified Party entitled to indemnification under this Article VI wishing to assert a claim for indemnification under this Article VII VI (other than a third-party claim covered by Section 7.3(b) below“Claim”) shall deliver to the Stockholder Representative a certificate Party or Parties from whom indemnification is sought (an collectively, the “Officer’s CertificateIndemnifying Party”) signed by any officer of CS a written notice (or another Indemnified Partya “Claim Notice”) that (Ai) stating that CS (or such other Indemnified Party) has paid, sustained, incurred or accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses (the aggregate amount of such Losses being referred to as the “Claimed Amount”), (B) specifying states in reasonable detail the facts pertinent constituting the basis for the Losses claimed, (ii) states the amount (the “Claim Amount”) of any Losses claimed by the Indemnified Party, to such claim(s)the extent then known, (iii) states that the individual items Indemnified Party is entitled to indemnification under this Article VI and set forth the Indemnified Party’s explanation of Losses included the basis therefor, and (iv) includes a demand for payment in the amount so stated and the nature of basis for indemnification to which such item is related, and (C) demanding payment of the Claimed AmountLosses. Within fifteen (15) 30 days after delivery of such Officer’s Certificatea Claim Notice, the Stockholder Representative Indemnifying Party shall deliver to the Indemnified Party a written response in which the Stockholder Representative shall: Indemnifying Party shall (IA) agree that the Indemnified Party is entitled to receive all of the Claimed Claim Amount (in which case the Stockholder Representative and such response shall, if Buyer is the Indemnified Party shall deliver and has requested that the Claim Amount be paid from the Escrowed Funds, be accompanied by instructions from Seller to the Escrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute to pay Buyer the Indemnified Party, out of Claim Amount from the Indemnity Escrow Fund, an amount equal to the Claimed AmountEscrowed Funds), (IIB) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Claim Amount (the “Agreed Amount”) (in which case the Stockholder Representative and such response shall, if Buyer is the Indemnified Party shall deliver Party, be accompanied by instruction from Seller to the Escrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute to the Indemnified Party, out of the Indemnity Escrow Fund, an amount equal to pay Buyer the Agreed Amount, to the extent acknowledged by the Indemnifying Party, from the Escrowed Funds), or (IIIC) contest that the Indemnified Party is entitled to receive any of the Claimed Claim Amount. If the Stockholder Representative Indemnifying Party in such response contests the payment of all or part of the Claimed Claim Amount, then the Stockholder Representative Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute in accordance with Section 7.3(c) below. Failure is not resolved within 60 days following the delivery by the Indemnifying Party of such response (the Stockholder Representative to timely respond in writing shall be treated as agreement that “Resolution Period”), the Indemnifying Party and the Indemnified Party is entitled shall each have the right to the Claimed Amount, which Indemnified Party may then recover unilaterally from the Indemnity Escrow Fundsubmit such dispute to a court of competent jurisdiction.

Procedure for Claims. An Indemnified Party wishing to assert If a claim for indemnification under this Article VII pursuant to Section 10.2 (other than a third-party claim covered "Claim") is to be made by Section 7.3(b) belowa Parent Indemnified Party entitled to indemnification hereunder, the Parent Indemnified Party claiming such indemnification (the "Indemnified Party") shall deliver give written notice (a "Claim Notice") to the Stockholder Representative a certificate (an “Officer’s Certificate”) signed by promptly after the Indemnified Party becomes aware of any officer of CS (fact, condition or another Indemnified Party) (A) stating that CS (or such other Indemnified Party) has paid, sustained, incurred or accrued, or event which the Company reasonably anticipates that it will have may give rise to payDamages for which indemnification may be sought under this Section 10.2, sustain, incur, or accrue Losses (the aggregate amount of and such Losses being referred to as the “Claimed Amount”), (B) specifying Claim Notice shall specify in reasonable detail the facts pertinent to such claim(s), the individual items of Losses included in Damages, the amount so stated basis for the anticipated liability and the nature of basis for the breach of representation, warranty, covenant or agreement giving rise to such Damages. The failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except and only to which the extent that, the Indemnifying Party is damaged or prejudiced in any material respect by such item is relatedfailure, and then only to the extent thereof. In the case of a Claim brought pursuant to Section 10.2(a)(i) involving the assertion of a claim by a third party (whether pursuant to a lawsuit, other legal action or otherwise, but not including any Tax Contest, a "Third-Party Claim"), if the Indemnifying Party shall acknowledge in writing to the Indemnified Party that the Indemnifying Party shall be obligated to indemnify the Indemnified Party under the terms of its indemnity hereunder in connection with such Third-Party Claim, then (A) the Stockholder Representative shall be entitled and, if it so elects, shall be obligated at its own cost, risk and expense, (1) to take control of the defense and investigation of such Third-Party Claim and (2) to pursue the defense thereof in good faith by appropriate actions or proceedings promptly taken or instituted and diligently pursued, including, without limitation, to employ and engage attorneys of its own choice reasonably acceptable to the Indemnified Party to handle and defend the same, and (CB) demanding payment the Stockholder Representative shall be entitled (but not obligated), if it so elects, to compromise or settle such claim, which compromise or settlement shall be made only with the written consent of the Claimed AmountIndemnified Party, such consent not to be unreasonably withheld. Within In the event the Stockholder Representative elects to assume control of the defense and investigation of such lawsuit or other legal action in accordance with this Section 10.2(b), the Indemnified Party may, at its own cost and expense, participate in the investigation, trial and defense of such Third-Party Claim; provided that, if the named persons to a lawsuit or other legal action include both the Indemnifying Party and the Indemnified Party and the Indemnified Party has been advised in writing by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall be entitled, at the Indemnified Party's cost, risk and expense (if such Claim represents Damages for which indemnification is due), to retain one firm of separate counsel of its own choosing. If the Stockholder Representative fails to assume the defense of such Third-Party Claim in accordance with this Section 10.2(b) within fifteen (15) calendar days after delivery receipt of the Claim Notice, the Indemnified Party against which such Third-Party Claim has been asserted shall (upon delivering notice to such effect to the Stockholder Representative) have the right to undertake, at the Indemnifying Party's cost, risk and expense (if such Claim represents Damages for which indemnification is due), the defense, compromise and settlement of such Officer’s CertificateThird-Party Claim on behalf of and for the account of the Indemnifying Party; provided that such Third-Party Claim shall not be compromised or settled without the written consent of the Stockholder Representative, which consent shall not be unreasonably withheld. In the event the Stockholder Representative assumes the defense of the claim, the Stockholder Representative shall deliver to keep the Indemnified Party a written response reasonably informed of the progress of any such defense, compromise or settlement, and in which the Stockholder Representative shall: (I) agree that event the Indemnified Party is entitled to receive all assumes the defense of the Claimed Amount (in which case the Stockholder Representative and claim, the Indemnified Party shall deliver to the Escrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute to the Indemnified Party, out of the Indemnity Escrow Fund, an amount equal to the Claimed Amount), (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case keep the Stockholder Representative and reasonably informed of the Indemnified progress of any such defense, compromise or settlement. The Indemnifying Party shall deliver be liable for any settlement of any Third-Party Claim effected pursuant to the Escrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute to the Indemnified Party, out of the Indemnity Escrow Fund, an amount equal to the Agreed Amount), or (III) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Stockholder Representative in such response contests the payment of all or part of the Claimed Amount, then the Stockholder Representative and the Indemnified Party shall use good faith efforts to resolve such dispute in accordance with this Section 7.3(c10.2(b) below. Failure and for any final judgment (subject to any right of the Stockholder Representative to timely respond in writing shall be treated as agreement that the Indemnified Party is entitled to the Claimed Amount, which Indemnified Party may then recover unilaterally from the Indemnity Escrow Fundappeal).

Procedure for Claims. An Indemnified Party wishing to assert Within thirty days after obtaining written notice of any claim or demand which has given rise to, or could reasonably give rise to, a claim for indemnification under this Article VII hereunder, the party seeking indemnification shall give written notice of such claim (other than a third-party claim covered by Section 7.3(b"Notice of Claim") below) shall deliver to the Stockholder Representative other party. Failure to give such notice by the party seeking indemnification within said thirty-day period shall not relieve the indemnifying party of its obligations hereunder, unless and only to the extent that the failure to so notify the indemnifying party actually results in damage or prejudice to such indemnifying party. The Notice of Claim shall set forth a certificate (an “Officer’s Certificate”) signed by any officer brief description of CS the facts giving rise to such claim and the amount (or another Indemnified Partya reasonable estimate) (A) stating that CS (of the loss, damage or such other Indemnified Party) has paid, sustained, incurred or accruedexpense suffered, or reasonably anticipates that it will have to paywhich may be suffered, sustainby the party seeking indemnification. Upon receiving the Notice of Claim, incurthe indemnifying party shall resist, settle or accrue Losses (the aggregate amount otherwise dispose of such Losses being referred to claim in such manner as it shall deem appropriate, including the “Claimed Amount”), (B) specifying in reasonable detail the facts pertinent to such claim(s), the individual items employment of Losses included in the amount so stated and the nature of basis for indemnification to which such item is relatedcounsel, and (C) demanding payment of the Claimed Amount. Within fifteen (15) days after delivery of such Officer’s Certificate, the Stockholder Representative shall deliver to the Indemnified Party a written response in which the Stockholder Representative shall: (I) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case the Stockholder Representative and the Indemnified Party shall deliver to the Escrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute to the Indemnified Party, out of the Indemnity Escrow Fund, an amount equal to the Claimed Amount), (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case the Stockholder Representative and the Indemnified Party shall deliver to the Escrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute to the Indemnified Party, out of the Indemnity Escrow Fund, an amount equal to the Agreed Amount), or (III) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Stockholder Representative in such response contests be responsible for the payment of all expenses, including the reasonable fees and expenses of such counsel. The indemnified party shall have the right to employ separate counsel in any such action and to participate in or part assume the defense thereof, but the fees and expenses of such counsel shall be at the indemnified party's expense unless (i) the employment has been specifically authorized by the indemnifying party in writing, (ii) the indemnifying party has failed to assume the defense and employ counsel in a timely manner or (iii) the named parties to any action (including any impleaded parties) include both Purchaser and the Company, and the indemnified party has been advised by such counsel that representation of the Claimed Amount, then the Stockholder Representative Company and the Indemnified Party shall use good faith efforts Purchaser by the same counsel would be inappropriate under applicable standards of professional conduct due to resolve such dispute actual or potential differing interests between them (in accordance with Section 7.3(c) below. Failure which case, if the indemnified party notifies the indemnifying party in writing that the indemnified party elects to employ separate counsel at the expense of the Stockholder Representative indemnifying party, the indemnifying party shall have neither the right nor the obligation to timely respond in writing shall be treated as agreement that assume the Indemnified Party is entitled to defense of such action on behalf of the Claimed Amount, which Indemnified Party may then recover unilaterally from the Indemnity Escrow Fundindemnified party).

Procedure for Claims. (a) An Indemnified Purchaser Party wishing or Indemnified Seller Party, as the case may be, that desires to assert seek indemnification under any part of this Section 9 (the “Indemnified Party”) shall give notice (a “Claim Notice”) to each party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) prior to any applicable Expiration Date specified below. Such notice shall briefly explain the nature of the claim (the “Indemnification Claim”) and the parties known to be involved, and shall specify the amount thereof or a good faith estimate thereof. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “Claim Response”) within 20 days (the “Response Period”) after the date that the Claim Notice is given. Any Claim Notice or Claim Response shall be given in accordance with the notice requirements hereunder, and any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. A failure to give timely notice as provided in this Section 9.3 shall not affect the rights or obligations of any party except and only to the extent that, as a result of such failure, any party entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise directly and materially damaged as a result of such failure. (b) If any Indemnitor shall be obligated to indemnify an Indemnified Party hereunder, such Indemnitor shall pay the amount of the Damages (as determined pursuant to this Section 9.3(b)) to such Indemnified Party within 30 days of: (i) the Indemnitor and the Indemnified Party agreeing to the amount of such Damage payable by the Indemnitor; or (ii) a decision, by a governmental authority from which no appeal lies or in respect of which all appeal rights have been exhausted and all time periods for appeal have expired without appeals having been taken, that the Indemnitor is liable for the amount of Damages. (c) If there shall be a dispute as to the amount or manner of indemnification under this Article VII (other than a third-party claim covered by Section 7.3(b) below) shall deliver to the Stockholder Representative a certificate (an “Officer’s Certificate”) signed by any officer of CS (or another Indemnified Party) (A) stating that CS (or such other Indemnified Party) has paid9, sustained, incurred or accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses (the aggregate amount of such Losses being referred to as the “Claimed Amount”), (B) specifying in reasonable detail the facts pertinent to such claim(s), the individual items of Losses included in the amount so stated and the nature of basis for indemnification to which such item is related, and (C) demanding payment of the Claimed Amount. Within fifteen (15) days after delivery of such Officer’s Certificate, the Stockholder Representative shall deliver to the Indemnified Party a written response may pursue whatever legal remedies may be available for recovery of all Damages claimed from any Indemnitor. All amounts to be paid by an Indemnitor pursuant to this Section 9 shall bear interest at the rate set forth in which Section 9.7(c) below from the Stockholder Representative shall: (I) agree date that the Indemnified Party disbursed funds, suffered damages or loss or incurred a loss, liability or expense in respect of Damages for which the Indemnitor is entitled liable to receive all of the Claimed Amount (in which case the Stockholder Representative and the Indemnified Party shall deliver make payment pursuant to this Section 9, to the Escrow Agent, within three (3) Business Days following delivery date of payment by the response, a written notice executed by both such parties instructing the Escrow Agent to distribute Indemnitor to the Indemnified Party, out of the Indemnity Escrow Fund, an amount equal to the Claimed Amount), (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case the Stockholder Representative and the Indemnified Party shall deliver to the Escrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute to the Indemnified Party, out of the Indemnity Escrow Fund, an amount equal to the Agreed Amount), or (III) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Stockholder Representative in such response contests the payment of all or part of the Claimed Amount, then the Stockholder Representative and the Indemnified Party shall use good faith efforts to resolve such dispute in accordance with Section 7.3(c) below. Failure of the Stockholder Representative to timely respond in writing shall be treated as agreement that the Indemnified Party is entitled to the Claimed Amount, which Indemnified Party may then recover unilaterally from the Indemnity Escrow Fund.

Procedure for Claims. An (a) Subject to Section 12.5(b) below, an Indemnified Party wishing may seek indemnification under this Section 12 with respect to assert any matter for which such Indemnified Party may be entitled to indemnification pursuant to this Section 12 (an “Indemnity Matter”) by sending written notice (a “Claim Notice”) of any such claim for indemnification under this Article VII (other than a third-party claim covered by Section 7.3(b) below) shall deliver to the Stockholder Seller Representative a certificate or the Buyer, as applicable: (an “Officer’s Certificate”) signed by any officer of CS (or another Indemnified Party) (Ai) stating that CS (such Indemnified Party has paid or such other Indemnified Party) has paid, sustained, incurred or accrued, properly accrued or reasonably anticipates that it will have to pay, sustain, incur, pay or accrue Losses with respect to an Indemnity Matter (as defined below), (ii) stating the aggregate amount of such Losses being referred to as the “Claimed Amount”)or anticipated Losses, (Biii) specifying in reasonable detail and the facts pertinent to basis for such claim(s)anticipated Liabilities, the individual items of Losses included in the amount so stated and (iv) the nature of the misrepresentation, breach of warranty or covenant or other basis for indemnification hereunder. (b) Notwithstanding anything to the contrary set forth herein, the Seller Representative shall act on behalf of and as agent for the Seller Indemnifying Parties and the Seller Indemnified Parties with respect to all matters and procedures under this Section 12. In furtherance of the foregoing, (A) any Claim Notice under which a Seller Indemnified Party seeks indemnification hereunder shall be submitted to Buyer solely by the Seller Representative on behalf of such item is relatedSeller Indemnified Party, (B) any Dispute Notice (as defined below) on behalf of any Seller Indemnifying Party shall be submitted to Buyer solely by the Sellers Representative on behalf of such Seller Indemnifying Party, (C) all discussions, disputes, negotiations, settlements and agreements between the Parties relating to any Claim Notice or Indemnity Matter shall be conducted and controlled (with respect to the Seller Indemnifying Parties and the Seller Indemnified Parties) by the Seller Representative on behalf of the Seller Indemnifying Parties and the Seller Indemnified Parties, and the Buyer shall have no obligation to transact with any Seller Indemnified Party or Seller Indemnifying Party with respect to any such matter, other than the Seller Representative acting in its capacity as such, and (CD) demanding payment any purported Claim Notice or Dispute Notice submitted by or on behalf of any Seller Indemnified Party or Seller Indemnifying Party by a person or entity other than the Claimed Amount. Within fifteen (15) days after delivery of such Officer’s Certificate, the Stockholder Seller Representative shall deliver to the Indemnified Party a written response in which the Stockholder Representative shall: (I) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case the Stockholder Representative be invalid and the Indemnified Party shall deliver to the Escrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute to the Indemnified Party, out of the Indemnity Escrow Fund, an amount equal to the Claimed Amount), (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case the Stockholder Representative and the Indemnified Party shall deliver to the Escrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute to the Indemnified Party, out of the Indemnity Escrow Fund, an amount equal to the Agreed Amount), or (III) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Stockholder Representative in such response contests the payment of all or part of the Claimed Amount, then the Stockholder Representative and the Indemnified Party shall use good faith efforts to resolve such dispute in accordance with Section 7.3(c) below. Failure of the Stockholder Representative to timely respond in writing shall be treated as agreement that the Indemnified Party is entitled to the Claimed Amount, which Indemnified Party may then recover unilaterally from the Indemnity Escrow Fundhave no effect under this Agreement.

Procedure for Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VII (other than a third-party claim covered by Section 7.3(b) below) VI shall deliver to the Stockholder Representative Indemnifying Party a certificate written notice (an “Officer’s Certificate”a "CLAIM NOTICE") signed which contains (i) a description and the amount (the "CLAIMED AMOUNT") of any Damages incurred by any officer of CS (or another the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article VI and a reasonable explanation of the basis therefor, and (Aiii) stating that CS (or such other Indemnified Party) has paid, sustained, incurred or accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses (a demand for payment in the aggregate amount of such Losses being referred to as the “Claimed Amount”), (B) specifying in reasonable detail the facts pertinent to such claim(s), the individual items of Losses included in the amount so stated and the nature of basis for indemnification to which such item is related, and (C) demanding payment of the Claimed AmountDamages. Within fifteen (15) 20 days after delivery of such Officer’s Certificatea Claim Notice, the Stockholder Representative Indemnifying Party shall deliver to the Indemnified Party a written response in which the Stockholder Representative Indemnifying Party shall: (I) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Stockholder Representative and Indemnifying Party to the Indemnified Party shall deliver to the Escrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute to the Indemnified Party, out of the Indemnity Escrow Fund, an amount equal to the Claimed Amount, by check or by wire transfer), (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”"AGREED AMOUNT") (in which case such response shall be accompanied by a payment by the Stockholder Representative and Indemnifying Party to the Indemnified Party shall deliver to the Escrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute to the Indemnified Party, out of the Indemnity Escrow Fund, an amount equal to the Agreed Amount, by check or by wire transfer), or (III) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Stockholder Representative Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, then the Stockholder Representative Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 7.3(c) below. Failure of the Stockholder Representative to timely respond in writing shall be treated as agreement that the Indemnified Party is entitled to the Claimed Amount, which Indemnified Party may then recover unilaterally from the Indemnity Escrow Fund11.12.

Procedure for Claims. An Indemnified Party wishing to assert If a claim for Damages (a "CLAIM") is to be made by a VerticalNet Indemnified Party or a Converge Indemnified Party entitled to indemnification hereunder, the Person claiming such indemnification (the "CLAIMING PARTY") shall give written notice (a "CLAIM NOTICE") to the indemnifying Person (the "INDEMNIFYING PARTY") promptly after the Claiming Party becomes aware of any fact, condition or event which gives rise to Damages for which indemnification may be sought under this Article VII (other than a third-party claim covered by Section 7.3(b) below) 11.2. The failure of any Claiming Party to give timely notice hereunder shall deliver not affect rights to indemnification hereunder unless the rights of or remedies available to the Stockholder Representative Indemnifying Party are prejudiced by such failure, and then only to the extent thereof. In the event that fact or circumstance gives rise to a certificate breach of more than one representation or warranty by an Indemnifying Party, the Claiming Party shall only be entitled to a make a Claim under one such representation or warranty and shall not have the right to make a Claim under any other representation or warranty at any time. In the case of a Claim involving the assertion of a claim by a third party (an “Officer’s Certificate”whether pursuant to a lawsuit, other legal action or otherwise, a "THIRD-PARTY CLAIM"), if the Indemnifying Party shall acknowledge in writing to the Claiming Party that the Indemnifying Party shall be obligated to indemnify the Claiming Party under the terms of its indemnity hereunder in connection with such Third-Party Claim, then (i) signed by any officer of CS (or another Indemnified Party) the Indemnifying Party shall be entitled and, if it so elects, shall be obligated at its own cost, risk and expense, (A) stating that CS (or such other Indemnified Party) has paid, sustained, incurred or accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses (take control of the aggregate amount defense and investigation of such Losses being referred to as the “Claimed Amount”), Third-Party Claim and (B) specifying to pursue the defense thereof in reasonable detail good faith by appropriate actions or proceedings promptly taken or instituted and diligently pursued, including employing and engaging attorneys of its own choice reasonably acceptable to the facts pertinent Claiming Party to handle and defend the same, and (ii) the Indemnifying Party shall be entitled (but not obligated), if it so elects, to compromise or settle such claim(sclaim, which compromise or settlement shall be made only with the written consent of the Claiming Party, such consent not to be unreasonably withheld. In the event the Indemnifying Party elects to assume control of the defense and investigation of such lawsuit or other legal action in accordance with this Section 11.2(b), the individual items of Losses included Claiming Party may, at its own cost and expense, participate in the amount so stated investigation, trial and defense of such Third-Party Claim; provided that, if the named Persons to a lawsuit or other legal action include both the Indemnifying Party and the nature of basis for indemnification Claiming Party and the Claiming Party has been advised in writing by counsel that there may be one or more legal defenses available to which such item is related, and (C) demanding payment of Claiming Party that are different from or additional to those available to the Claimed Amount. Within fifteen (15) days after delivery of such Officer’s CertificateIndemnifying Party, the Stockholder Representative shall deliver to the Indemnified Party a written response in which the Stockholder Representative shall: (I) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case the Stockholder Representative and the Indemnified Claiming Party shall deliver be entitled, at the Indemnifying Party's cost, risk and expense, to the Escrow Agent, within three (3) Business Days following delivery retain one firm of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute to the Indemnified Party, out separate counsel of the Indemnity Escrow Fund, an amount equal to the Claimed Amount), (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case the Stockholder Representative and the Indemnified Party shall deliver to the Escrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute to the Indemnified Party, out of the Indemnity Escrow Fund, an amount equal to the Agreed Amount), or (III) contest that the Indemnified Party is entitled to receive any of the Claimed Amountits own choosing. If the Stockholder Representative in Indemnifying Party fails to assume the defense of such response contests the payment of all or part of the Claimed Amount, then the Stockholder Representative and the Indemnified Third-Party shall use good faith efforts to resolve such dispute Claim in accordance with this Section 7.3(c11.2(b) below. Failure within 10 Business Days after receipt of the Stockholder Representative Claim Notice, the Claiming Party against which such Third-Party Claim has been asserted shall (upon delivering notice to timely respond such effect to the Indemnifying Party) have the right to undertake, at the Indemnifying Party's cost, risk and expense, the defense, compromise and settlement of such Third-Party Claim on behalf of and for the account of the Indemnifying Party; provided that such Third-Party Claim shall not be compromised or settled without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. In the event the Indemnifying Party assumes the defense of the claim, the Indemnifying Party shall keep the Claiming Party reasonably informed of the progress of any such defense, compromise or settlement, and in writing the event the Claiming Party assumes the defense of the claim, the Claiming Party shall keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement. The Indemnifying Party shall be treated as agreement that the Indemnified Party is entitled to the Claimed Amount, which Indemnified Party may then recover unilaterally from the Indemnity Escrow Fund.liable for any settlement of

Procedure for Claims. An Indemnified Party wishing to assert (a) If a claim for indemnification pursuant to Section 10.2 (a “Claim”) is to be made by an Indemnified Party entitled to indemnification hereunder, the Indemnified Party claiming indemnification shall give written notice to Buyer (in the case of the Seller Indemnified Parties) or Sellers (in the case of the Buyer Indemnified Parties) (the “Indemnifying Party”) reasonably promptly after the Indemnified Party becomes aware of any fact, condition or event that may give rise to Losses for which indemnification may be sought under this Article VII Section 10.2, or receipt by the Indemnified Party of notice of a claim involving the assertion of a claim by a Third Party that may give rise to Losses for which indemnification may be sought under Section 10.2 (whether pursuant to a lawsuit, other than legal action or otherwise, a third-party claim covered by Section 7.3(b) below) “Third Party Claim”). The failure of any Indemnified Party to give timely notice hereunder shall deliver not affect its rights to indemnification hereunder, except to the Stockholder Representative a certificate extent that the Indemnifying Party is actually prejudiced by such failure. The Indemnifying Party shall have thirty (an “Officer’s Certificate”30) signed by any officer of CS days (or another such lesser number of days set forth in the notice as may be required by court Proceeding in the event of a litigated matter) after receipt of the notice to notify the Indemnified Party that it desires to defend the Indemnified Party against such Third Party Claim. Notwithstanding the foregoing, if such Third Party Claim (i) seeks injunctive, equitable or other relief or remedies that are not money damages against the Indemnified Party, or (ii) involves criminal allegations against the Indemnified Party, then the Indemnified Party shall have the right to control the defense, compromise or settlement of such Third Party Claim with counsel of its choice. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnifying Party must conduct the defense of the Third Party Claim actively and diligently thereafter, failing which the Indemnified Party may assume such defense. (b) If the Indemnifying Party assumes the defense, compromise or settlement of such Third Party Claim, the Indemnified Party shall make available to the Indemnifying Party any documents and materials in its or its Affiliates’ possession or control that may be necessary to the defense of such Third Party Claim; provided that (i) the Indemnified Party shall not be required to furnish any such documents or materials which would (in the reasonable judgment of such Indemnified Party upon advice of counsel) be reasonably likely to (A) stating that CS (constitute a waiver of the attorney-client or other privilege held by such other Indemnified Party) has paid, sustained, incurred Party or accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses (the aggregate amount any of such Losses being referred to as the “Claimed Amount”)its Affiliates, (B) specifying in reasonable detail the facts pertinent to such claim(s), the individual items of Losses included in the amount so stated and the nature of basis for indemnification to which such item is related, and violate any applicable Laws or (C) demanding payment of the Claimed Amount. Within fifteen (15) days after delivery breach any Contract of such Officer’s Certificate, Indemnified Party or any of its Affiliates with any Third Party; provided that such Indemnified Party shall use reasonable best efforts to obtain any required Consents and take such other reasonable action (such as the Stockholder Representative entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such disclosure and (ii) the Indemnifying Party shall deliver to keep the Indemnified Party a written response reasonably informed of all material developments and events relating to such Third Party Claim. The Indemnified Party, at its sole option, may participate in which the Stockholder Representative shall: (I) agree that the Indemnified any defense and investigation of such Third Party is entitled Claim or settlement negotiations with respect to receive all such Third Party Claim. The fees and disbursements of the Claimed Amount (in which case the Stockholder Representative and the counsel retained by such Indemnified Party shall deliver to be at the Escrow Agent, within three (3) Business Days following delivery expense of the responseIndemnified Party, a written notice executed by both such parties instructing provided, that if in the Escrow Agent to distribute reasonable opinion of counsel to the Indemnified Party, out of the Indemnity Escrow Fund, an amount equal there are legal defenses available to the Claimed Amount), (II) agree that the Indemnified Party is entitled that are different from or additional to receive part, but not all, those available to the Indemnifying Party; or there exists a conflict of interest between the Claimed Amount (the “Agreed Amount”) (in which case the Stockholder Representative Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall deliver be liable for the reasonable fees and expenses of counsel to such Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. Except with the written Consent of the other Party (not to be unreasonably withheld, conditioned or delayed), neither the Indemnifying Party nor the Indemnified Party shall, in the defense of a Third Party Claim, consent to the Escrow Agententry of any judgment or enter into any compromise or settlement (1) which does not include as an unconditional term thereof the giving to the other Party and its Affiliates by the Third Party of a release from all Liability with respect to such Proceeding, within three (2) if such judgment, compromise or settlement involves a finding or admission of (x) any violation of Law by the other Party (or any Affiliate thereof) or (y) any Liability on the part of the Indemnified Party (or any Affiliate thereof) not indemnified hereunder, or (3) Business Days following delivery which involves injunctive, equitable or other relief or remedies that are not money damages against the other Party. With respect to Claims other than Third Party Claims, after the giving of any notice of a Claim pursuant to this Section 10.5, the response, a amount of indemnification to which an Indemnified Party shall be entitled under this Article 10 shall be determined (x) by the written notice executed by both such parties instructing the Escrow Agent to distribute to the Indemnified Party, out of the Indemnity Escrow Fund, an amount equal to the Agreed Amount), or (III) contest that agreement between the Indemnified Party is entitled and the Indemnifying Party, (y) in accordance with Sections 11.6 and 11.7 or (z) by any other means to receive any of the Claimed Amount. If the Stockholder Representative in such response contests the payment of all or part of the Claimed Amount, then the Stockholder Representative and which the Indemnified Party and the Indemnifying Party shall use good faith efforts to resolve such dispute in accordance with Section 7.3(c) below. Failure of the Stockholder Representative to timely respond in writing shall be treated as agreement that the Indemnified Party is entitled to the Claimed Amount, which Indemnified Party may then recover unilaterally from the Indemnity Escrow Fundagree.

Procedure for Claims. An Indemnified Party wishing to assert Within ten days after obtaining written -------------------- notice of any claim or demand which has given rise to, or could reasonably give rise to, a claim for indemnification under this Article VII hereunder, the party seeking indemnification shall give written notice of such claim (other than a third-party claim covered by Section 7.3(b"Notice of Claim") below) shall deliver to the Stockholder Representative other party. Failure to give such notice by the party seeking indemnification within said ten day period shall not relieve the indemnifying party of its obligations hereunder, unless the failure to so notify the identifying party actually results in ------------------------- ------------------- CUSIP NO. 450707 10 4 13D PAGE 14 OF 39 PAGES ------------------------- ------------------- damage or prejudice to such indemnifying party. Notice of Claim shall set forth a certificate (an “Officer’s Certificate”) signed by any officer brief description of CS the facts giving rise to such claim and the amount (or another Indemnified Partya reasonable estimate) (A) stating that CS (of the loss, damage or such other Indemnified Party) has paid, sustained, incurred or accruedexpense suffered, or reasonably anticipates that it will have to paywhich may be suffered, sustainby the party seeking indemnification. Upon receiving the Notice of Claim, incurthe indemnifying party shall resist, settle or accrue Losses (the aggregate amount otherwise dispose of such Losses being referred to claim in such manner as it shall deem appropriate, including the “Claimed Amount”), (B) specifying in reasonable detail the facts pertinent to such claim(s), the individual items employment of Losses included in the amount so stated and the nature of basis for indemnification to which such item is relatedcounsel, and (C) demanding payment of the Claimed Amount. Within fifteen (15) days after delivery of such Officer’s Certificate, the Stockholder Representative shall deliver to the Indemnified Party a written response in which the Stockholder Representative shall: (I) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case the Stockholder Representative and the Indemnified Party shall deliver to the Escrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute to the Indemnified Party, out of the Indemnity Escrow Fund, an amount equal to the Claimed Amount), (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case the Stockholder Representative and the Indemnified Party shall deliver to the Escrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute to the Indemnified Party, out of the Indemnity Escrow Fund, an amount equal to the Agreed Amount), or (III) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Stockholder Representative in such response contests be responsible for the payment of all expenses, including the reasonable fees and expenses of such counsel. The indemnified party shall have the right to employ separate counsel in any such action and to participate in or part assume the defense thereof, but the fees and expenses of such counsel shall be at the indemnified party's expense unless (i) the employment has been specifically authorized by the indemnifying party in writing, (ii) the indemnifying party has failed to assume the defense and employ counsel in a timely manner or (iii) the named parties to any action (including any impleaded parties) include both Investor and the Company, and the indemnified party has been advised by such counsel that representation of the Claimed Amount, then the Stockholder Representative Company and the Indemnified Party shall use good faith efforts Investor by the same counsel would be inappropriate under applicable standards of professional conduct due to resolve such dispute actual or potential differing interests between them (in accordance with Section 7.3(c) below. Failure which case, if the indemnified party notifies the indemnifying party in writing that the indemnified party elects to employ separate counsel at the expense of the Stockholder Representative Indemnifying party, the indemnifying party shall have neither the right nor the obligation to timely respond in writing shall be treated as agreement that assume the Indemnified Party is entitled to defense of such action on behalf of the Claimed Amount, which Indemnified Party may then recover unilaterally from the Indemnity Escrow Fundindemnified party).

Procedure for Claims. An (a) In the event that any claim or demand for which an Indemnifying Party would be liable to an Indemnified Party wishing to assert hereunder is asserted against an Indemnified Party by a third party, the Indemnified Party shall promptly (but in no event later than twenty (20) days after notice thereof) notify the Indemnifying Party of such claim for indemnification under this Article VII or demand (other than a third-party the “Claim Notice”), specifying the nature of such claim covered by Section 7.3(b) below) shall deliver or demand and the amount or the estimated amount thereof to the Stockholder Representative a certificate extent then feasible (an “Officer’s Certificate”) signed by any officer which estimate shall not be conclusive of CS (or another Indemnified Party) (A) stating that CS (or such other Indemnified Party) has paid, sustained, incurred or accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses (the aggregate final amount of such Losses being referred to as claim or demand). The Indemnifying Party shall have thirty (30) days from the receipt of the Claim Notice (the “Claimed AmountNotice Period”), ) to notify the Indemnified Party (Bi) specifying in reasonable detail whether or not the facts pertinent to such claim(s), Indemnifying Party disputes the individual items of Losses included in the amount so stated and the nature of basis for indemnification to which such item is related, and (C) demanding payment of the Claimed Amount. Within fifteen (15) days after delivery of such OfficerIndemnifying Party’s Certificate, the Stockholder Representative shall deliver liability to the Indemnified Party a written response in which hereunder for Losses with respect to such claim or demand and (ii) if the Stockholder Representative shall: (I) agree Indemnifying Party does not dispute such liability, whether or not the Indemnifying Party desires to defend against such claim or demand, provided that the Indemnified Party is entitled hereby authorized (but not obligated) prior to receive all of and during the Claimed Amount (in Notice Period to file any motion, answer or other pleading and to take any other action which case the Stockholder Representative and the Indemnified Party shall deliver deem necessary or appropriate to protect the Escrow AgentIndemnified Party’s interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that the Indemnifying Party does not dispute the Indemnifying Party’s obligation to indemnify hereunder and desires to defend the Indemnified Party against such claim or demand then, within three except as hereinafter provided, the Indemnifying Party shall have the right to defend (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute with counsel reasonably satisfactory to the Indemnified Party) such claim or demand; provided that, out of the Indemnity Escrow Fund, an amount equal to the Claimed Amount), (II) agree that unless the Indemnified Party is entitled otherwise agrees in writing, the Indemnifying Party may not settle any matter (in whole or in part) unless such settlement includes a complete and unconditional release of the Indemnified Party. If the Indemnified Party desires to receive partparticipate in, but not allcontrol, of any such defense or settlement the Claimed Amount (Indemnified Party may do so at its sole cost and expense. If the “Agreed Amount”) (Indemnifying Party elects not to defend the Indemnified Party against such claim or demand, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the Indemnified Party, without waiving any rights against the Indemnifying Party, may settle or defend against any such claim in which case the Stockholder Representative and Indemnified Party’s sole discretion and, if it is ultimately determined that the Indemnifying Party is responsible therefor under this Article VIII, then the Indemnified Party shall deliver be entitled to recover from the Escrow Agent, within three (3) Business Days following delivery Indemnifying Party the amount of any settlement or judgment and all indemnifiable costs and expenses of the responseIndemnified Party with respect thereto. (b) If at any time, a written notice executed by both such parties instructing in the Escrow Agent to distribute to reasonable opinion of the Indemnified Party, out notice of the Indemnity Escrow Fund, an amount equal which shall be given in writing to the Agreed Amount)Indemnifying Party, any such claim or (III) contest that demand seeks material prospective non-monetary relief which could have a materially adverse effect on the business, operations, results of operations, assets, properties or condition, financial and otherwise, of any Indemnified Party is entitled to receive any of the Claimed Amount. If the Stockholder Representative in such response contests the payment of all or part of the Claimed AmountParty, then the Stockholder Representative and the Indemnified Party shall use good faith efforts have the right to resolve control or assume (as the case may be) the defense of any such dispute in accordance with Section 7.3(c) below. Failure claim or demand and the amount of any judgment or settlement and the reasonable costs and expenses of defense shall be included as part of the Stockholder Representative to timely respond in writing shall be treated as agreement that indemnification obligations of the Indemnifying Party hereunder. If the Indemnified Party is entitled should elect to exercise such right, the Indemnifying Party shall have the right, at its own expense, to participate in, but not control, the defense of such claim or demand. If the Indemnifying Party should elect to exercise such right to participate, the Indemnifying Party’s consent shall be required for any settlement of any such claim or demand, which consent shall not be unreasonably withheld. (c) In the event the Indemnified Party should have a claim against the Indemnifying Party hereunder which does not involve a claim or demand being asserted against or sought to be collected by a third party, the Indemnified Party shall promptly send a Claim Notice with respect to such claim to the Claimed Amount, which Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within the Notice Period that the Indemnifying Party disputes such claim, the amount of such claim shall be conclusively deemed a liability of the Indemnifying Party hereunder. (d) The Indemnified Party’s failure to give reasonably prompt notice to the Indemnifying Party of any actual, threatened or possible claim or demand which may then recover unilaterally from give rise to a right of indemnification hereunder shall not relieve the Indemnity Escrow FundIndemnifying Party of any liability which the Indemnifying Party may have to the Indemnified Party unless the failure to give such notice adversely prejudiced the Indemnifying Party.

Procedure for Claims. An A Party required to make an indemnification payment pursuant to this Agreement ("INDEMNIFYING PARTY") shall have no liability with respect to any claim or otherwise with respect to any covenant, representation, warranty, agreement, undertaking or obligation under this Agreement unless the Party entitled to receive such indemnification payment ("INDEMNIFIED PARTY") gives notice to the Indemnifying Party specifying (i) the covenant, representation or warranty, agreement, undertaking or obligation contained herein which it asserts has been breached, (ii) in reasonable detail, the nature and dollar amount of any Claim the Indemnified Party wishing to assert a claim for indemnification may have against the Indemnifying Party by reason thereof under this Article VII Agreement, and (iii) whether or not the Claim is a Claim by a person, firm, corporation or government entity other than a thirdparty hereto or any affiliate of such party ("Third-party claim covered by Section 7.3(b) belowParty Claims"). With respect to Third-Party Claims, an Indemnified Party (a) shall deliver give the Indemnifying Party prompt notice of any Third-Party Claim, (b) prior to taking any action with respect to such Third-Party Claim, shall consult with the Indemnifying Party as to the Stockholder Representative a certificate procedure to be followed in defending, settling, or compromising the Third-Party Claim, (an “Officer’s Certificate”c) signed by shall not consent to any officer settlement or compromise of CS the Third-Party Claim without the written consent of the Indemnifying Party (which consent, unless the Indemnifying Party has elected to assume the exclusive defense of such Claim, shall not be unreasonably withheld or another delayed) and (d) shall permit the Indemnifying Party, with the Indemnified Party) (A) stating that CS (or such other Indemnified Party) has paid's prior written consent, sustainedwhich consent shall not be unreasonably withheld, incurred or accruedif it so elects, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses (assume the aggregate amount exclusive de fense of such Losses being referred to Third-Party Claim (including, except as provided in the “Claimed Amount”), (B) specifying in reasonable detail the facts pertinent to such claim(s)last sentence of this Section 8.3, the individual items compromise or settlement thereof) at its own cost and expense. The Indemnifying Party will not compromise or settle any Third-Party Claim without the written consent of Losses included in the amount so stated and the nature of basis for indemnification to which such item is related, and (C) demanding payment of the Claimed Amount. Within fifteen (15) days after delivery of such Officer’s Certificate, the Stockholder Representative shall deliver to the Indemnified Party a written response in which if the Stockholder Representative shall: (I) agree that the Indemnified Party relief provided is entitled to receive all of the Claimed Amount (in which case the Stockholder Representative other than monetary damages and the Indemnified Party shall deliver to the Escrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute to relief would materially adversely affect the Indemnified Party, out of the Indemnity Escrow Fund, an amount equal to the Claimed Amount), (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case the Stockholder Representative and the Indemnified Party shall deliver to the Escrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute to the Indemnified Party, out of the Indemnity Escrow Fund, an amount equal to the Agreed Amount), or (III) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Stockholder Representative in such response contests the payment of all or part of the Claimed Amount, then the Stockholder Representative and the Indemnified Party shall use good faith efforts to resolve such dispute in accordance with Section 7.3(c) below. Failure of the Stockholder Representative to timely respond in writing shall be treated as agreement that the Indemnified Party is entitled to the Claimed Amount, which Indemnified Party may then recover unilaterally from the Indemnity Escrow Fund.

Procedure for Claims. An A Person entitled to indemnification under this Article 10 (an “Indemnified Party Party”) wishing to assert a claim for indemnification under this Article VII (other than a third-party claim covered by Section 7.3(b) below) shall 10 must deliver to the Stockholder Representative a certificate Person from whom indemnification is sought (an the “Officer’s CertificateIndemnifying Party”) signed by any officer of CS a written notice (or another Indemnified Partya “Claim Notice”) that states (Ai) stating that CS (or such other Indemnified Party) has paid, sustained, incurred or accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses (the aggregate amount of such Losses being referred to as the “Claimed Amount”), (B) specifying in reasonable detail the facts pertinent to such claim(s), constituting the individual items of Losses included in basis for the Damages claimed and (ii) the amount so stated and (the nature “Claim Amount”) of basis for indemnification any Damages claimed by the Indemnified Party, to which such item is related, and (C) demanding payment of the Claimed Amountextent then known. Within fifteen (15) 30 days after delivery of such Officer’s Certificatea Claim Notice, the Stockholder Representative shall Indemnifying Party must deliver to the Indemnified Party a written response in which the Stockholder Representative shall: Indemnifying Party must (IA) agree that the Indemnified Party is entitled to receive all of the Claimed Claim Amount (in which case the Stockholder Representative and such response will, if Buyer is the Indemnified Party, be accompanied by instructions from the Indemnifying Party shall deliver to the Escrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute to pay Buyer the Indemnified Party, out of Claim Amount from the Indemnity Indemnification Escrow Fund, an amount equal to the Claimed Amount), (IIB) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Claim Amount (the “Agreed Amount”) (in which case the Stockholder Representative and such response will, if Buyer is the Indemnified Party, be accompanied by instruction from the Indemnifying Party shall deliver to the Escrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute to pay Buyer the Indemnified Party, out of Agreed Amount from the Indemnity Indemnification Escrow Fund, an amount equal to the Agreed Amount), or (IIIC) contest that the Indemnified Party is entitled to receive any of the Claimed Claim Amount. If the Stockholder Representative Indemnifying Party in such response contests the payment of all or part of the Claimed Claim Amount, then the Stockholder Representative Indemnifying Party and the Indemnified Party shall will use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party will each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 7.3(c) below. Failure of the Stockholder Representative to timely respond in writing shall be treated as agreement that the Indemnified Party is entitled to the Claimed Amount, which Indemnified Party may then recover unilaterally from the Indemnity Escrow Fund11.6.

Procedure for Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VII (other than a third-party claim covered by Section 7.3(b) below) IV shall deliver to the Stockholder Representative Indemnifying Party a certificate written notice (an “Officer’s Certificate”a "Claim Notice") signed which contains (i) a description and the amount (the "Claimed Amount") of any Damages incurred by any officer of CS (or another the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article IV and a reasonable explanation of the basis therefor, and (Aiii) stating that CS (or such other Indemnified Party) has paid, sustained, incurred or accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses (a demand for payment in the aggregate amount of such Losses being referred to as the “Claimed Amount”), (B) specifying in reasonable detail the facts pertinent to such claim(s), the individual items of Losses included in the amount so stated and the nature of basis for indemnification to which such item is related, and (C) demanding payment of the Claimed AmountDamages. Within fifteen (15) 30 days after delivery of such Officer’s Certificatea Claim Notice, the Stockholder Representative Indemnifying Party shall deliver to the Indemnified Party a written response in which the Stockholder Representative Indemnifying Party shall: (I) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Stockholder Representative and Indemnifying Party to the Indemnified Party shall deliver to the Escrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute to the Indemnified Party, out of the Indemnity Escrow Fund, an amount equal to the Claimed Amount, by check or by wire transfer), (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “"Agreed Amount”") (in which case such response shall be accompanied by a payment by the Stockholder Representative and Indemnifying Party to the Indemnified Party shall deliver to the Escrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute to the Indemnified Party, out of the Indemnity Escrow Fund, an amount equal to the Agreed Amount, by check or by wire transfer), or (III) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Stockholder Representative Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, then the Stockholder Representative Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute in accordance with Section 7.3(c) below. Failure is not resolved within 60 days following the delivery by the Indemnifying Party of such response, the Stockholder Representative to timely respond in writing shall be treated as agreement that Indemnifying Party and the Indemnified Party is entitled shall each have the right to the Claimed Amountsubmit such dispute to a court of competent jurisdiction. CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, which Indemnified Party may then recover unilaterally from the Indemnity Escrow FundMARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Procedure for Claims. An (i A party seeking indemnification under any part of Section 10.1 or Section 11 (the "INDEMNIFIED PARTY") shall promptly notify in writing (a "CLAIM NOTICE") the other party (the "INDEMNIFYING PARTY") of its desire to seek indemnification (including without limitation items that would give rise to a right to indemnification if they were not below the Threshold Amount). Such notice shall briefly explain the nature of the claim and the parties known to be involved, and shall specify the amount thereof. The Indemnified Party wishing shall not be entitled to assert a claim for indemnification under this Article VII (other than a third-party claim covered by Section 7.3(b) below) shall deliver to the Stockholder Representative a certificate (an “Officer’s Certificate”) signed by give any officer of CS (or another Indemnified Party) (A) stating that CS (or such other Indemnified Party) has paid, sustained, incurred or accruedClaim Notice, or reasonably anticipates that it will have to payindemnification, sustain, incur, or accrue Losses pursuant to Section 10.1(a)(i) for any Damage less than U.S. $10,000 in any one instance (the aggregate amount of and any such Losses being referred to as the “Claimed Amount”), (B) specifying in reasonable detail the facts pertinent to such claim(s), the individual items of Losses Damage shall not be included in the amount so stated Threshold Amount). The Indemnified Party shall as soon as practicable thereafter provide to the Indemnifying Party all information and documentation necessary to support and verify the right asserted, and the nature of basis for indemnification Indemnifying Party shall be given access to which such item is relatedall personnel, properties, books and (C) demanding payment of records that the Claimed AmountIndemnifying Party reasonably determine to be related thereto. Within fifteen (15) days after delivery of such Officer’s Certificate, the Stockholder Representative The Indemnifying Party shall deliver respond to the Indemnified Party (a written response in which "CLAIM RESPONSE") within 45 days (the Stockholder Representative shall: (I"RESPONSE PERIOD") agree after the date that the Indemnified Claim Notice is given. Any Claim Notice or Claim Response shall be given in accordance with the notice requirements under this Agreement, and any Claim Response shall specify whether the Indemnifying Party is entitled disputes the claim in the Claim Notice. If the Indemnifying Party fails to receive all of give a Claim Response within the Claimed Amount (in which case the Stockholder Representative and Response Period, the Indemnified Party shall deliver be deemed not to dispute the Escrow Agent, within three (3) Business Days following delivery of claim described in the response, a written notice executed by both such parties instructing the Escrow Agent to distribute to the Indemnified Party, out of the Indemnity Escrow Fund, an amount equal to the Claimed Amount), (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case the Stockholder Representative and the Indemnified Party shall deliver to the Escrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute to the Indemnified Party, out of the Indemnity Escrow Fund, an amount equal to the Agreed Amount), or (III) contest that the Indemnified Party is entitled to receive any of the Claimed AmountClaim Notice. If the Stockholder Representative Indemnifying Party elects not to dispute a claim described in such response contests the payment of all a Claim Notice, whether by failing to give a timely Claim Response or part of the Claimed Amountotherwise, then the Stockholder Representative and the Indemnified Party amount of such obligation shall use good faith efforts be conclusively deemed to resolve such dispute in accordance with Section 7.3(c) below. Failure be an obligation of the Stockholder Representative to timely respond in writing shall be treated as agreement that the Indemnified Party is entitled to the Claimed Amount, which Indemnified Party may then recover unilaterally from the Indemnity Escrow FundIndemnifying Party.

Procedure for Claims. An (a) Until all funds held in accordance with the Escrow Agreement have been disbursed, any Purchaser Parties who shall have a Claim shall give all notices of Claims to the Escrow Agent and all such Claims shall be satisfied in accordance with the terms of the Escrow Agreement. Any Party or other person or entity which may entitled to be indemnified under the provisions of this Agreement (the “Indemnified Party”) shall give written notice to the indemnifying party (the “Indemnifying Party”) as soon as practicable after becoming aware of any claim or demand (a “Claim”) for which recovery against the Indemnifying Party may be sought. If the Indemnifying Party does not notify the Indemnified Party wishing in writing that it disputes such claim within forty-five (45) days from when such Indemnification Notice (as defined below) was given pursuant to assert Section 10.3, then the Claim specified in such Indemnification Notice shall be deemed a liability of the Indemnifying Party hereunder (subject to the limitations set forth in this Article 9). If the right to indemnification arises from a claim for indemnification under this Article VII demand, suit, action or legal administration or other proceeding, by any person (other than a third-party claim covered by Section 7.3(b) below) shall deliver to the Stockholder Representative a certificate (an “Officer’s Certificate”) signed by any officer of CS (or another Indemnified Party) or any federal, state or local department, agency or other governmental body (Aa “Third Party Claim”), then, within twenty-one (21) stating that CS days of when an Indemnification Notice was given pursuant to Section 10.3 regarding any Third Party Claim, the Indemnified Party shall notify the Indemnifying Party and afford the Indemnifying Party the opportunity to assume the defense or settlement of the Third Party Claim at its own expense with counsel of its choosing. Notice under either of the foregoing sentences of this subsection (or such other Indemnified Partya) has paid, sustained, incurred or accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses (the aggregate amount of such Losses being is referred to as the an “Claimed Amount”)Indemnification Notice.” The right to indemnification under this Agreement will not be affected by any failure to give, (B) specifying or any delay in reasonable detail the facts pertinent to such claim(s)giving, the individual items Indemnification Notice, unless, and then only to the extent that, the rights and remedies of Losses included the party to whom such notice was to have been given are prejudiced. Failure by an Indemnifying Party to notify an Indemnified Party of its election to defend any Third Party Claim within twenty-one (21) days of when an Indemnification Notice was given pursuant to Section 10.3 is deemed a waiver by the Indemnifying Party of its right to defend such Third Party Claim. (b) If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party must conduct the defense of the Third Party Claim actively and diligently. Such Indemnifying Party may not, in the amount so stated and defense of the nature Third Party Claim, without the written consent of basis the Indemnified Party (which consent will not be unreasonably withheld): (i) consent to the entry of any judgment (other than a judgment of dismissal on the merits without costs); (ii) enter into any settlement, except a settlement involving solely the payment of money for indemnification which the Indemnifying Party is solely responsible pursuant to which such item is relatedthe terms of this Article 9 or otherwise, and (C) demanding payment which does not require an admission of liability, responsibility or wrong-doing on the part of the Claimed Amount. Within fifteen Indemnified Party; or (15iii) days after delivery of such Officer’s Certificateenter into any settlement that does not include, as an unconditional term thereof, the Stockholder Representative shall deliver giving by the claimant or the plaintiff to the Indemnified Party a written response release from all liability in which respect of such Third Party Claim or resulting litigation. (c) If the Stockholder Representative shall: (I) agree that Indemnifying Party does not assume the defense of any Third Party Claim after an Indemnification Notice was given, the Indemnified Party is entitled to receive all of the Claimed Amount (in which case the Stockholder Representative and the Indemnified may defend against such Third Party shall deliver to the Escrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute to the Indemnified Party, out of the Indemnity Escrow Fund, an amount equal to the Claimed Amount), (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case the Stockholder Representative and the Indemnified Party shall deliver to the Escrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute to the Indemnified Party, out of the Indemnity Escrow Fund, an amount equal to the Agreed Amount), or (III) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Stockholder Representative Claim in such response contests the payment of all or part of the Claimed Amount, then the Stockholder Representative and the Indemnified Party shall use good faith efforts to resolve such dispute in accordance with Section 7.3(c) below. Failure of the Stockholder Representative to timely respond in writing shall be treated manner as agreement that the Indemnified Party is entitled to the Claimed Amountit deems appropriate, which Indemnified may include settling such Claim on such terms as it deems appropriate; provided, however, whether or not the Indemnifying Party may then recover unilaterally from has assumed the Indemnity Escrow Funddefense, such Indemnifying Party will not be obligated to indemnify for any settlement entered into or any judgment that was consented to without the Indemnifying Party’s prior written consent, which consent shall not be unreasonably withheld.

Procedure for Claims. An Indemnified If any indemnified Party wishing suffers or incurs any Losses or is presented with any Claim, the indemnified Party will promptly (but in any event within ten (10) days after such incurrence or presentment) notify the indemnifying Party in writing, which may be in electronic format, describing its claims for indemnification in reasonable detail and offering the indemnifying Party the opportunity to assert a claim assume full responsibility for the defense and resolution of the Claims giving rise to such Losses, at the indemnifying Party’s sole cost and expense; provided, however, that (i) except with respect to an AEON IP Claim, failure by any indemnified Party to provide the indemnifying Party such written notice shall not relieve the indemnifying Party of its obligation to indemnify the applicable indemnified Part(ies) as set forth under this Agreement unless the indemnifying Party is materially and adversely affected thereby; (ii) neither the indemnifying Party nor its Representatives, insurers, or any other person shall enter into any settlement of any matters subject to indemnification under this Article VII (other than a third-party claim covered by Section 7.3(b) below) shall deliver Agreement without the applicable indemnified Party’s prior written consent to the Stockholder Representative a certificate (an “Officerextent it consents to injunctive relief or requires any admission of fault or any public statement or contains contract terms governing future activities that would materially affect the indemnified Party’s Certificate”) signed by any officer of CS (business or another Indemnified Party) (A) stating that CS (or such other Indemnified Party) has paidinterests, sustainedsaid consent not to be unreasonably withheld, incurred or accruedconditioned, or reasonably anticipates that it will have delayed; (iii) the applicable indemnified parties shall be permitted to pay, sustain, incur, or accrue Losses (the aggregate amount of such Losses being referred to as the “Claimed Amount”), (B) specifying in reasonable detail the facts pertinent to such claim(s), the individual items of Losses included participate in the amount so stated selection of defense counsel and the nature defense of basis for indemnification to which such item is relatedthe claim, and (Civ) demanding payment of if the Claimed Amount. Within fifteen (15) days after delivery of indemnifying Party fails to oppose or defend against any such Officer’s Certificatesuit or action, the Stockholder Representative shall deliver to applicable indemnified parties may oppose and defend against such claims at the Indemnified Party a written response in which the Stockholder Representative shall: indemnifying Party’s sole cost and expense (I) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case the Stockholder Representative including reasonable and the Indemnified documented out-of-pocket attorneys’ fees and expenses). The non-indemnifying Party shall deliver provide the indemnifying Party with all commercially reasonable non-financial assistance, information, and authority reasonably required for the defense and settlement of a Claim subject to the Escrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute to the Indemnified Party, out of the Indemnity Escrow Fund, an amount equal to the Claimed Amount), (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case the Stockholder Representative and the Indemnified Party shall deliver to the Escrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute to the Indemnified Party, out of the Indemnity Escrow Fund, an amount equal to the Agreed Amount), or (III) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Stockholder Representative in such response contests the payment of all or part of the Claimed Amount, then the Stockholder Representative and the Indemnified Party shall use good faith efforts to resolve such dispute in accordance with Section 7.3(c) below. Failure of the Stockholder Representative to timely respond in writing shall be treated as agreement that the Indemnified Party is entitled to the Claimed Amount, which Indemnified Party may then recover unilaterally from the Indemnity Escrow Fundindemnification hereunder.

Procedure for Claims. An (a) In the event that any claim or demand for which an Indemnifying Party would be liable to an Indemnified Party wishing to assert hereunder is asserted against an Indemnified Party by a third party, the Indemnified Party shall promptly (but in no event later than ten (10) days alter notice thereof) notify the Indemnifying Party of such claim for indemnification under this Article VII or demand (other than a third-party the “Claim Notice”), specifying the nature of such claim covered by Section 7.3(b) below) shall deliver or demand and the amount or the estimated amount thereof to the Stockholder Representative a certificate extent then feasible (an “Officer’s Certificate”) signed by any officer which estimate shall not be conclusive of CS (or another Indemnified Party) (A) stating that CS (or such other Indemnified Party) has paid, sustained, incurred or accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses (the aggregate final amount of such Losses being referred to as claim or demand). The Indemnifying Party shall have ten (10) days from the receipt of the Claim Notice (the “Claimed AmountNotice Period”), (B) specifying in reasonable detail the facts pertinent to such claim(s), the individual items of Losses included in the amount so stated and the nature of basis for indemnification to which such item is related, and (C) demanding payment of the Claimed Amount. Within fifteen (15) days after delivery of such Officer’s Certificate, the Stockholder Representative shall deliver to notify the Indemnified Party a written response in which (x) whether the Stockholder Representative shall: Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party hereunder for Losses with respect to such claim or demand and (Iy) agree if so, whether the Indemnifying Party desires to defend against such claim or demand, provided that the Indemnified Party is entitled hereby authorized (but not obligated) prior to receive all of and during the Claimed Amount (in Notice Period to file any motion, answer or other pleading and to take any other action which case the Stockholder Representative and the Indemnified Party shall deliver deem necessary or appropriate to protect the Escrow AgentIndemnified Party’s interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that the Indemnifying Party does acknowledge its obligation to indemnify hereunder and desires to defend the Indemnified Party against, within three such claim or demand then, except as hereinafter provided, the Indemnifying Party shall have the right to defend (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute with counsel reasonably satisfactory to the Indemnified Party) such claim or demand; provided that, out (i) unless the Indemnified Party otherwise agrees in writing, the Indemnifying Party may not settle any matter (in whole or in part) unless such settlement (A) involves only money damages and (B) includes a complete and unconditional release of the Indemnity Escrow Fund, an amount equal to Indemnified Party and does not include any future obligations (other than standard confidentiality provisions regarding the Claimed Amountterms of the settlement), (IIii) agree that the Indemnifying Party conducts the defense actively and diligently (in the reasonable opinion of the Indemnified Party), (iii) the Indemnified Party concludes, on the advice of counsel, that there is entitled no conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense and (iv) the Indemnifying Party provides the Indemnified Party with adequate reassurance (acceptable to receive partthe Indemnified Party in its sole discretion) that the Indemnifying Party has or will have financial resources necessary to defend against such claim or demand and fulfill its indemnification obligations hereunder. In the event that the foregoing conditions are met, if the Indemnified Party desires to participate in, but not allcontrol, of any such defense or settlement, the Claimed Amount (Indemnified Party may do so at its sole cost and expense. If the “Agreed Amount”) (Indemnifying Party elects not to, or cannot meet the above conditions in which case order to, defend the Stockholder Representative and Indemnified Party against such claim or demand, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the Indemnified Party may, without waiving any rights against the Indemnifying Party, settle or defend against any such claim in the Indemnified Party’s sole discretion and, if it is ultimately determined that the Indemnifying Party is responsible therefor under this Article VII, then the Indemnified Party shall deliver be entitled to recover from the Escrow Agent, within three (3) Business Days following delivery Indemnifying Party the amount of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute to the Indemnified Party, out any settlement or judgment and all indemnifiable costs and expenses of the Indemnity Escrow Fund, an amount equal to the Agreed Amount), or (III) contest that the Indemnified Party is entitled with respect thereto, including fees and expenses of counsel, expert witness fees and expenses and other costs incurred by the Indemnified Party in defending the claim or demand. (b) In the event the Indemnified Party should have a claim against the Indemnifying Party hereunder which does not involve a claim or demand being asserted against or sought to receive any of the Claimed Amount. If the Stockholder Representative in such response contests the payment of all or part of the Claimed Amountbe collected by a third party, then the Stockholder Representative and the Indemnified Party shall use good faith efforts promptly send a Claim Notice with respect to resolve such dispute in accordance with Section 7.3(c) belowclaim to the Indemnifying Party. Failure of If the Stockholder Representative to timely respond in writing shall be treated as agreement that Indemnifying Party does not notify the Indemnified Party is entitled within the Notice Period that the Indemnifying Party disputes such claim, the amount of such claim shall be conclusively deemed a liability of the Indemnifying Party hereunder. (c) In the event of a third party claim, the party not controlling the defense shall have the right to receive copies of all pleadings, notices and communications with respect to such claim or demand to the Claimed Amountextent that the receipt of such documents does not affect any privilege relating to the defending party, and the defending party shall provide the non-defending party the opportunity to participate in, but not determine or conduct, any defense of the claim or demand or settlement negotiations related thereto, at its sole cost and expense. (d) The Indemnified Party’s failure to give reasonably prompt notice to the Indemnifying Party of any actual, threatened or possible claim or demand which may give rise to a right of indemnification hereunder shall not relieve the Indemnifying Party of any liability which the Indemnifying Party may have to the Indemnified Party may then recover unilaterally from unless the Indemnity Escrow Fundfailure to give such notice adversely and materially prejudiced the Indemnifying Party.

Procedure for Claims. An (a) Upon the Indemnified Party wishing Parties becoming aware of any facts giving rise to assert a claim for under Clauses 7.1 above, the Indemnified Parties shall promptly issue the Indemnity Notice. It is clarified that any delay in giving the Indemnity Notice shall not relieve the Indemnifying Party of its indemnification under this Article VII (other than a third-party claim covered by Section 7.3(b) below) obligations hereunder. Such Indemnity Notice shall deliver contain, to the Stockholder Representative a certificate (an “Officer’s Certificate”) signed by any officer of CS (or another Indemnified Party) (A) stating that CS (or such other Indemnified Party) has paid, sustained, incurred or accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses (the aggregate amount of such Losses being referred to as the “Claimed Amount”), (B) specifying in reasonable detail the facts pertinent to such claim(s), the individual items of Losses included in the amount so stated and the nature of basis for indemnification to which such item is related, and (C) demanding payment of the Claimed Amount. Within fifteen (15) days after delivery of such Officer’s Certificate, the Stockholder Representative shall deliver extent known to the Indemnified Party Parties, the facts constituting the basis for such Losses. Within 5 (Five) days of receipt of an Indemnity Notice, the Company and the Promoter and the Existing Shareholders shall indemnify the Investor for such Losses as set out in the Indemnity Notice. (b) In case any third party alleges or asserts a written response claim, demand, action, proceeding or suit against the Company arising out of any matter in respect of which the Stockholder Representative shall: (I) agree that the an Indemnified Party is entitled to receive all be indemnified under this Agreement (Third Party Claims), such Indemnified Party(ies) shall as soon as reasonably practicable notify the Indemnifying Party in writing. (c) The Indemnified Party(ies) shall have the right, but not the obligation, to contest, defend and litigate, and to retain legal advisers of its choice, in respect of any such Third Party Claims in relation to any Loss suffered or incurred and the Indemnifying Party shall continue to keep the Indemnified Party(ies) indemnified in respect of any Losses incurred by the Indemnified Party(ies) as a result of such Third Party Claim (including its reasonable costs, penalties, legal fees and expenses, guarantees and payments pursuant to an interim order or otherwise)). The Indemnifying Party shall also have the right to assume and control the defense of the Claimed Amount Third Party Claims, and to retain legal advisers of its choice, irrespective of whether the Indemnified Party decides not to participate in the defence or abandons any defence, provided however that the Indemnifying Party shall continue to keep the Indemnified Party(ies) indemnified in respect of any Losses incurred by the Indemnified Parties as a result of such Third Party Claim. The Company shall provide all documents and cooperation as reasonably required by the Indemnifying Party for the purposes of defense of the Third Party Claim. (d) If the Indemnifying Party so assumes and controls the defence of any such Third Party Claim or Proceedings in which case relation thereto: (i) the Stockholder Representative Indemnifying Party shall consult in good faith with the Indemnified Party(ies) in the conduct of the Third Party Claim; (ii) the Indemnifying Party shall act in good faith and use reasonable efforts to defend the Third Party Claim in consultation with, and having due regard to the advice of the Indemnified Party(ies) (but the Indemnifying Party is not bound to follow such advice); (iii) the Indemnifying Party shall keep the Indemnified Party(ies) informed of all material developments and events relating to such Third Party Claim; (iv) forthwith intimate the Indemnified Party(ies) in writing of the receipt of any correspondence or Third Party Claim and also simultaneously forward a copy thereof to the Indemnified Party(ies); (v) the Indemnified Party shall deliver cause the Company to reasonably co-operate with the Indemnifying Party(ies) in any legal proceedings that may be necessary or incidental in defending such Third Party Claim. (vi) the Indemnified Party(ies) shall have the right, but not the obligation, to participate in any such defence, access and consult with counsel engaged by the Indemnifying Party in relation to such defence and to retain separate counsel. In the event that the Indemnified Party(ies) exercises its right to participate in any such defense, then the Indemnifying Party shall co-operate with the Indemnified Party(ies) in proceeding with the defence of such claim; (vii) the Indemnifying Party shall not: (x) have the right to make admissions on behalf of the Indemnified Party(ies); (y) take any action in pursuance of such Third Party Claim on behalf of the Indemnified Party(ies); (z) under any circumstance settle, compromise, adjust, dispose, withdraw or admit any liability without the prior written consent of the Indemnified Party(ies); and (viii) if any interim payments (including costs, expenses, fees, penalties or any guarantees or any other payments) are required to be made whether pursuant to an interim order or otherwise, then the Indemnifying Party shall be obligated to promptly make such payment. (ix) If: (i) the Indemnified Party(ies) elects to assume and control the defence of the Third Party Claims (without prejudice to the Escrow Agent, within three (3) Business Days following delivery right of the responseIndemnifying Party to assume defence); or (ii) the Indemnifying Party abandons or fails to conduct the defence of such Third Party Claim in accordance with the provisions of Clause 7.3(c) above, the Indemnified Party(ies) may proceed with the defence of such Third Party Claim on its own, at the expense of the Indemnifying Party. If the Indemnified Party(ies) proceeds with the defence of any such Third Party Claim on its own, it shall be entitled to defend the Third Party Claim in a written notice executed by both such parties instructing manner it deems fit subject to the Escrow Agent to distribute following: (x) the Indemnifying Party shall provide to the Indemnified Parties and their authorised representatives, reasonable access: (x) to the authorised representatives of the Indemnifying Party; or (y) to any property that is a subject matter of a Third Party Claim and is in possession of the Indemnifying Party, out to the extent such access is reasonably required for conduct/defence of the Indemnity Escrow Fund, an amount equal to Third Party Claim; (xi) the Claimed Amount), (II) agree that Indemnifying Party shall reasonably co-operate with the Indemnified Party(ies) in any legal proceedings that may be necessary or incidental in defending such Third Party is entitled to receive part, but not all, of Claim; (xii) the Claimed Amount (the “Agreed Amount”) (in which case the Stockholder Representative and the Indemnified Indemnifying Party shall deliver to the Escrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute make available to the Indemnified Party(ies), all documents and information relating to Third Party Claim required by the Indemnified Party(ies) in any legal proceedings and render all assistance as the Indemnified Party(ies) may reasonably require at the Indemnifying Party’s cost and expense; and (xiii) the Indemnified Party(ies) shall have the right to compromise, out adjust, withdraw, settle and/or dispose the Third Party Claim in good faith provided that no compromise, adjustment, settlement or admission of guilt shall be made binding on or on behalf of the Indemnity Escrow FundPromoter or Existing Shareholders without their prior written consent. (e) Notwithstanding anything contained elsewhere in this Agreement, an amount equal the Company, the Promoter and the Existing Shareholders hereby jointly and severally indemnify, defend and hold harmless, promptly on demand at any time and from time to time, the Indemnified Parties for any and all Losses caused to the Agreed Amount)Indemnified Parties, on account of, or (III) contest that the Indemnified Party is entitled to receive as a result of, or in connection with, all or any of the Claimed Amount. If the Stockholder Representative matters specified in such response contests the payment of all or part of the Claimed Amount, then the Stockholder Representative and the Indemnified Party shall use good faith efforts to resolve such dispute in accordance with Section 7.3(cSchedule 9 (Specific Indemnities) below. Failure of the Stockholder Representative to timely respond in writing shall be treated as agreement that the Indemnified Party is entitled to the Claimed Amount, which Indemnified Party may then recover unilaterally from the Indemnity Escrow Fund.hereunder:

Procedure for Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VII (other than a third-party claim covered by Section 7.3(b) below) VI shall deliver to the Stockholder Representative Indemnifying Party a certificate written notice (an a “Officer’s CertificateClaim Notice”) signed by any officer of CS which contains (or another Indemnified Partyi) a description and the amount (A) stating that CS (or such other Indemnified Party) has paid, sustained, incurred or accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses (the aggregate amount of such Losses being referred to as the “Claimed Amount”)) of any Damages incurred by the Indemnified Party, (Bii) specifying in a statement that the Indemnified Party is entitled to indemnification under this Article VI and a reasonable detail explanation of the facts pertinent to such claim(s)basis therefor, the individual items of Losses included and (iii) a demand for payment in the amount so stated and of such Damages. The failure to notify the nature Indemnifying Party will not relieve the Indemnifying Party of basis for indemnification any liability that it may have to which the Indemnified Party, except to the extent that the Indemnifying Party is prejudiced by the Indemnified Party’s failure to give such item is related, and (C) demanding payment of the Claimed Amountnotice. Within fifteen (15) 30 days after delivery of such Officer’s Certificatea Claim Notice, the Stockholder Representative Indemnifying Party shall deliver to the Indemnified Party a written response in which the Stockholder Representative Indemnifying Party shall: (I) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Stockholder Representative and Indemnifying Party to the Indemnified Party shall deliver to the Escrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute to the Indemnified Party, out of the Indemnity Escrow Fund, an amount equal to the Claimed Amount, by certified check or by wire transfer), (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case such response shall be accompanied by a payment by the Stockholder Representative and Indemnifying Party to the Indemnified Party shall deliver to the Escrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute to the Indemnified Party, out of the Indemnity Escrow Fund, an amount equal to the Agreed Amount, by certified check or by wire transfer), or (III) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Stockholder Representative Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, then the Stockholder Representative Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 7.3(c) below. Failure of the Stockholder Representative to timely respond in writing shall be treated as agreement that the Indemnified Party is entitled to the Claimed Amount, which Indemnified Party may then recover unilaterally from the Indemnity Escrow Fund11.12.

Procedure for Claims. An Indemnified Party wishing If a claim by a third party is made against any indemnified party, and if the indemnified party intends to assert a seek indemnity with respect thereto under this Article 9, such indemnified party shall promptly provide written notice to the indemnifying party of such claim, including the amount of the claim to the extent then known. With respect to claims for indemnification made under this Article 9, other than claims with respect to the Specified Provisions, an indemnifying party shall be liable to an indemnified party only if such written notice of the claim for indemnification under this Article VII (other than a third-is given by the indemnified party claim covered by Section 7.3(b) below) shall deliver to the Stockholder Representative a certificate indemnifying party prior to the expiration of the Indemnity Period; with respect to claims under the Specified Provisions, such notice can be given at any time after the Effective Time. If such notice is timely given, the indemnifying party's obligation to indemnify the indemnified party shall survive the expiration of the Indemnity Period until resolved. If the indemnifying party hereunder is ▇▇▇▇▇▇▇▇ Motorcoach or the Shareholders, references in this section 9.4 to actions to be taken by the indemnifying party shall mean and refer to the actions to be taken by the Shareholders collectively. The indemnifying party shall have 20 days after receipt of the above-mentioned notice to undertake, conduct and control, through counsel of its own choosing (an “Officer’s Certificate”subject to the consent of the indemnified party, such consent not to be unreasonably withheld) signed and at its expense, the settlement or defense therefor, and the indemnified party shall cooperate with it in connection therewith; provided that: (i) the indemnifying party shall not thereby permit to exist any Lien upon any asset of any indemnified party, (ii) the indemnifying party shall permit the indemnified party to participate in such settlement or defense through counsel chosen by any officer of CS (or another Indemnified Party) (A) stating that CS (or such other Indemnified Party) has paidthe indemnified party, sustained, incurred or accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses (with the aggregate amount fees and expenses of such Losses being referred counsel to as be borne by the “Claimed Amount”), (B) specifying in reasonable detail indemnifying party only if and to the facts pertinent to extent that such claim(s), the individual items counsel is necessary by reason of Losses included in the amount so stated and the nature a demonstrable conflict of basis for indemnification to which such item is relatedinterest, and (Ciii) demanding payment the indemnifying party shall agree promptly to reimburse the indemnified party for the full amount of any loss (subject to the Claimed Amountlimitations contained in sections 9.2 and 9.3) resulting from such claim and all related expenses incurred by the indemnified party pursuant to this Article 9. Within fifteen (15) days after delivery of So long as the indemnifying party is reasonably contesting any such Officer’s Certificateclaim in good faith, the Stockholder Representative indemnified party shall deliver to the Indemnified Party a written response in which the Stockholder Representative shall: (I) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case the Stockholder Representative and the Indemnified Party shall deliver to the Escrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both not pay or settle any such parties instructing the Escrow Agent to distribute to the Indemnified Party, out of the Indemnity Escrow Fund, an amount equal to the Claimed Amount), (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case the Stockholder Representative and the Indemnified Party shall deliver to the Escrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute to the Indemnified Party, out of the Indemnity Escrow Fund, an amount equal to the Agreed Amount), or (III) contest that the Indemnified Party is entitled to receive any of the Claimed Amountclaim. If the Stockholder Representative in such response contests indemnifying party does not notify the payment of all or part indemnified party within 20 days after receipt of the Claimed Amountindemnified party's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, then the Stockholder Representative and indemnified party shall have the Indemnified Party shall use good faith efforts right to resolve such dispute contest, settle or compromise the claim in accordance with Section 7.3(c) below. Failure the exercise of its exclusive discretion at the expense of the Stockholder Representative to timely respond in writing shall be treated as agreement that the Indemnified Party is entitled to the Claimed Amount, which Indemnified Party may then recover unilaterally from the Indemnity Escrow Fundindemnifying party.

Procedure for Claims. An Indemnified Party wishing to assert Within ten days after obtaining written notice of any claim or demand which has given rise to, or could reasonably give rise to' a claim for indemnification under this Article VII hereunder, the parry seeking indemnification shall give written notice of such claim (other than a third-party claim covered by Section 7.3(b'Notice of claim') below) shall deliver to the Stockholder Representative other parry. Failure to give such notice by the parry seeking indemnification within said ten day period shall not relieve the indemnifying party of its obligations hereunder, unless and only to the extent the failure to so notify the identifying party actually results in damage or prejudice to such indemnifying party. Notice of Claim shall set forth a certificate (an “Officer’s Certificate”) signed by any officer brief description of CS the facts giving rise to such claim and the amount (or another Indemnified Partya reasonable estimate) (A) stating that CS (of the loss, damage or such other Indemnified Party) has paid, sustained, incurred or accruedexpense suffered, or reasonably anticipates that it will have to paywhich may be suffered, sustainby the party seeking indemnification. Upon receiving the Notice of Claim, incurthe indemnifying party shall resist, settle or accrue Losses (the aggregate amount otherwise dispose of such Losses being referred to claim in such manner as it shall deem appropriate, including the “Claimed Amount”), (B) specifying in reasonable detail the facts pertinent to such claim(s), the individual items employment of Losses included in the amount so stated and the nature of basis for indemnification to which such item is relatedcounsel, and (C) demanding payment of the Claimed Amount. Within fifteen (15) days after delivery of such Officer’s Certificate, the Stockholder Representative shall deliver to the Indemnified Party a written response in which the Stockholder Representative shall: (I) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case the Stockholder Representative and the Indemnified Party shall deliver to the Escrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute to the Indemnified Party, out of the Indemnity Escrow Fund, an amount equal to the Claimed Amount), (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case the Stockholder Representative and the Indemnified Party shall deliver to the Escrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute to the Indemnified Party, out of the Indemnity Escrow Fund, an amount equal to the Agreed Amount), or (III) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Stockholder Representative in such response contests be responsible for the payment of all or part expenses, including the reasonable fees and expenses of such counsel provided that the indemnifying party shall not settle such claim without the consent of the Claimed Amountindemnified party which will not be unreasonably withheld. The indemnified party shall have the right to employ separate counsel in any such action and to participate in or assume the defense thereof, then but the Stockholder Representative fees and expenses of such counsel shall be at the indemnified party's expense unless (i) the employment has been specifically authorized by the indemnifying party in writing, (ii) the indemnifying party has failed to assume the defense and employ counsel in a timely manner or (iii) the named parties to any action (including any impleaded parties) include both Investor and the Indemnified Party shall use good faith efforts to resolve Company, and the indemnified party has been advised by such dispute in accordance with Section 7.3(c) below. Failure counsel that representation of the Stockholder Representative Company and the Investor by the same counsel would be inappropriate under applicable standards of professional conduct due to timely respond actual or potential differing interests between them (in which case, if the indemnified party notifies the indemnifying party in writing shall be treated as agreement that the Indemnified Party is entitled indemnified party elects to employ separate counsel at the Claimed Amountexpense of the indemnifying party, which Indemnified Party may then recover unilaterally from the Indemnity Escrow Fundindemnifying party shall have neither the right nor the obligation to assume the defense of such action on behalf of the indemnified party).

Procedure for Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article VII (other than a third-party claim covered by Section 7.3(b) below) VI shall deliver to the Stockholder Representative Indemnifying Party a certificate written notice (an “Officer’s Certificate”a "Claim Notice") signed which contains (i) a description and the amount (the "Claimed Amount") of any Damages incurred by any officer of CS (or another the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article VI and a reasonable explanation of the basis therefor, and (Aiii) stating that CS (or such other Indemnified Party) has paid, sustained, incurred or accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses (a demand for payment in the aggregate amount of such Losses being referred Damages. The failure to as notify the “Claimed Amount”)Indemnifying Party will not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party, (B) specifying in reasonable detail except to the facts pertinent extent that the Indemnifying Party is prejudiced by the Indemnified Party's failure to give such claim(s), the individual items of Losses included in the amount so stated and the nature of basis for indemnification to which such item is related, and (C) demanding payment of the Claimed Amountnotice. Within fifteen (15) 30 days after delivery of such Officer’s Certificatea Claim Notice, the Stockholder Representative Indemnifying Party shall deliver to the Indemnified Party a written response in which the Stockholder Representative Indemnifying Party shall: (I) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Stockholder Representative and Indemnifying Party to the Indemnified Party shall deliver to the Escrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute to the Indemnified Party, out of the Indemnity Escrow Fund, an amount equal to the Claimed Amount, by certified check or by wire transfer), (II) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “"Agreed Amount”") (in which case such response shall be accompanied by a payment by the Stockholder Representative and Indemnifying Party to the Indemnified Party shall deliver to the Escrow Agent, within three (3) Business Days following delivery of the response, a written notice executed by both such parties instructing the Escrow Agent to distribute to the Indemnified Party, out of the Indemnity Escrow Fund, an amount equal to the Agreed Amount, by certified check or by wire transfer), or (III) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Stockholder Representative Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, then the Stockholder Representative Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within 60 days following the delivery by the Indemnifying Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a court of competent jurisdiction in accordance with the provisions of Section 7.3(c) below. Failure of the Stockholder Representative to timely respond in writing shall be treated as agreement that the Indemnified Party is entitled to the Claimed Amount, which Indemnified Party may then recover unilaterally from the Indemnity Escrow Fund11.12.

Procedure for Claims. An 10.4.1. A party entitled to indemnification (an “Indemnified Party”) shall give the party required to provide such indemnification (the “Indemnifying Party”) notice of any matter which an Indemnified Party wishing has determined has given or could give rise to assert a claim for right of indemnification under this Article VII Agreement (other than a third-party claim covered by Section 7.3(b) below) shall deliver to the Stockholder Representative a certificate (an “Officer’s Certificate”) signed by any officer of CS (or another Indemnified Party) (A) stating that CS (or such other Indemnified Party) has paid, sustained, incurred or accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses (the aggregate amount of such Losses being referred to as the “Claimed AmountClaim Notice”), within thirty (B30) specifying days of such determination, stating the amount of the Claim, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in reasonable detail respect of which such right of indemnification is claimed or arises. Any failure to submit any such Claim Notice in a timely manner to the facts pertinent Indemnifying Party shall not relieve the Indemnifying Party of any liability hereunder, except to the extent the Indemnifying Party is actually materially prejudiced by such claim(s)failure. 10.4.2. If the Indemnifying Party, within thirty business days after receipt of the Claim Notice, does not give written notice to the Indemnified Party announcing its intent to contest such Claim, the individual items of Losses included in Claim shall be deemed accepted and the amount so stated of the Claim shall be deemed a valid Claim, and the nature of basis for indemnification to which such item is relatedIndemnifying Party shall, and (C) demanding payment within twenty business days after expiration of the Claimed Amount. Within fifteen (15) days after delivery of such Officer’s Certificateprior notice period, the Stockholder Representative shall deliver to the Indemnified Party the amount of the Claims set forth in the Claim Notice. In the event, however, that the Indemnifying Party contests the assertion of a Claim by giving written response in which the Stockholder Representative shall: (I) agree that notice to the Indemnified Party is entitled within the thirty business day period, then the parties shall act in good faith to reach agreement regarding such Claim. 10.4.3. The obligations and liabilities of an Indemnifying Party under this Section 10 with respect to losses arising from Claims of any third party which are subject to the indemnification provided for in this Section 10 (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive all notice of the Claimed Amount (in which case the Stockholder Representative and any Third Party Claim, the Indemnified Party shall deliver give the Indemnifying Party notice of such Third Party Claim within thirty days of the receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Section 10 except to the Escrow Agentextent the Indemnifying Party is actually materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Section 10. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any losses arising from Claims that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within three (3) Business Days following delivery five days of the responsereceipt of such notice from the Indemnified Party; provided, however, that if (i) there exists or is reasonably likely to exist a written notice executed conflict of interest that would make it inappropriate in the judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, or (ii) if there is a reasonable probability that such Third Party Claim may have a material adverse effect on the Indemnified Party other than as a result of money damages that are reasonably expected to be satisfied out of the Indemnification Amount, then the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim, at its sole cost and expense and through counsel of its own choice; and provided further, that (x) if such Third Party Claim involves a claim for an injunction against any business or operations of the Indemnified Party, (y) if such Third Party Claim involves a criminal proceeding, action, indictment, allegation or investigation, or (z) if the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third Party Claim, then the Indemnified Party shall be entitled to retain control of the defense of such Third Party Claim with counsel of its own choice (and the Indemnifying Party shall be entitled to participate in the defense of such Third Party Claim, at its sole cost and expense and through counsel of its own choice). In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by both the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such parties instructing Third Party Claim, the Escrow Agent to distribute Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, out of at the Indemnity Escrow FundIndemnifying Party’s expense, an amount equal to all such witnesses, records, materials and information in the Claimed Amount), (II) agree that Indemnifying Party’s possession or under the Indemnified Party Indemnifying Party’s control relating thereto as is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case the Stockholder Representative and the Indemnified Party shall deliver to the Escrow Agent, within three (3) Business Days following delivery of the response, a written notice executed reasonably required by both such parties instructing the Escrow Agent to distribute to the Indemnified Party, out . No such Third Party Claim may be settled by the Indemnifying Party without the written consent of the Indemnity Escrow Fund, an amount equal to the Agreed Amount), or (III) contest that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Stockholder Representative in such response contests the payment of all or part of the Claimed Amount, then the Stockholder Representative and the Indemnified Party shall use good faith efforts to resolve such dispute in accordance with Section 7.3(c) below. Failure of the Stockholder Representative to timely respond in writing shall be treated as agreement that the Indemnified Party is entitled to the Claimed Amount, which Indemnified Party may then recover unilaterally from the Indemnity Escrow FundParty.