Common use of Procedure for Claims Clause in Contracts

Procedure for Claims. 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"), subject to clause (ii) below, shall give written notice (a "Claim Notice") to the indemnifying person (the "Indemnifying Party") as soon as practicable 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 Section 6.4. 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. Failure by the Indemnifying Party to respond within 30 days of delivery of a Claim Notice shall constitute acceptance by the Indemnifying Party of responsibility to make payment pursuant thereto. In the case of a Claim involving the assertion of a claim by a third party (whether pursuant to a lawsuit or other legal action or otherwise, a "Third-Party Claim"), if the Indemnifying Party shall acknowledge in writing to the Indemnified Party 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 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 (B) the Indemnifying Party 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 prior 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 6.4, 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 Indemnifying Party"s cost, risk and expense, to separate counsel of its own choosing. If the Indemnifying Party fails to assume the defense of such Third-Party Claim in accordance with this Section 6.4 within 10 calendar days after 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 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 prior 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 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 6.4 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 and against any and all Damages by reason of such settlement or judgment.

Procedure for Claims. If (a) A claim for indemnification for any matter not involving a Third-Party Claim may be asserted by notice to: (i) the Sellers’ Representative, in the case of a claim for Damages (a "Claim") is to be made by a person entitled to indemnification hereunder, against the person claiming such indemnification (the "Indemnified Party"), subject to clause Sellers; and (ii) belowthe Purchaser, in the case of a claim against the Purchaser; provided that failure to so notify the applicable Indemnifying Party shall give written notice (a "Claim Notice") to the indemnifying person (the "Indemnifying Party") as soon as practicable after not preclude the Indemnified Party becomes aware from any indemnification which it may claim in accordance with this ARTICLE IX, except to the extent that the Indemnifying Party is actually and materially prejudiced thereby. For the avoidance of doubt, in each case where the Indemnified Party or the Indemnifying Party is, collectively, the Sellers, then in each such case all references to such Indemnified Party or Indemnifying Party, as the case may be, in this Section 9.08 shall be deemed (except for provisions relating to an obligation to make or a right to receive any payments) to refer to the Sellers’ Representative acting on behalf of such Indemnified Party or Indemnifying Party, as applicable. (b) In the event of any factThird-Party Claim, condition or event the Indemnified Party shall cause written notice of the assertion of any Third-Party Claim of which may give rise it has knowledge that is covered by the indemnity set forth in this ARTICLE IX to Damages for which indemnification may be sought under this Section 6.4forwarded to: (i) the Sellers’ Representative, in the case of a claim against the Sellers; and (ii) the Purchaser, in the case of a claim against the Purchaser (the recipient of such Third-Party Claim referred to as the “Third-Party Claim Indemnifying Party”). The failure of any the Indemnified Party to give timely reasonably prompt notice hereunder of any Third-Party Claim shall not release, waive or otherwise affect rights to indemnification hereunderthe Third-Party Claim Indemnifying Party’s obligations with respect thereto, except and only to the extent thatthat the Third-Party Claim Indemnifying Party is actually and materially prejudiced thereby. (c) Upon receipt of a notice of a Third-Party Claim for indemnity from an Indemnified Party, the Indemnifying Party demonstrates actual material damage caused shall be entitled, by such failure. Failure by the Indemnifying Party to respond within 30 days of delivery of a Claim Notice shall constitute acceptance by the Indemnifying Party of responsibility to make payment pursuant thereto. In the case of a Claim involving the assertion of a claim by a third party (whether pursuant to a lawsuit or other legal action or otherwise, a "Third-Party Claim"), if the Indemnifying Party shall acknowledge in writing notice to the Indemnified Party under delivered within twenty (20) Business Days of the terms receipt of its indemnity hereunder in connection with notice of 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 take control of assume 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 (B) the Indemnifying Party 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 prior 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 6.4, 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 that (i) the Indemnifying Party and shall allow the Indemnified Party and the Indemnified Party has been advised a reasonable opportunity to participate 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 Indemnifying Party"s cost, risk and expense, to separate counsel of its own choosing. If the Indemnifying Party fails to assume the defense of such Third-Party Claim with its own counsel and at its own expense and (ii) subject to the terms of this ARTICLE IX, the Indemnifying Party shall pay the reasonable fees and expenses of one (1) outside counsel of the Indemnified Party in accordance the event that the Third-Party Claim of which the Indemnifying Party seeks to assume control involves a claim that outside legal counsel to the Indemnified Party has advised the Indemnified Party is inappropriate for joint representation because of an actual conflict of interest between the Indemnified Party and the Indemnifying Party with respect to such Third-Party Claim. Such assumption of the conduct and control of the settlement or defense shall not be deemed to be an admission or assumption of liability by the Indemnifying Party. If the Indemnifying Party does not assume the defense and control of any Third-Party Claim pursuant to this Section 6.4 within 10 calendar days after receipt of the Claim Notice9.08(c), the Indemnified Party against which shall be entitled to assume and control such Third-Party Claim has been asserted shall upon delivering notice to such effect to defense, but the Indemnifying Party have may nonetheless participate in the right to undertake, at the Indemnifying Party"s cost, risk and expense, the defense, compromise and settlement defense of such Third-Party Claim on behalf with its own counsel and at its own expense. The Indemnified Party shall, and shall cause each of its Affiliates and for the account of representatives to, reasonably cooperate with the Indemnifying Party in the defense of any Third-Party Claim, including by furnishing books and Records, personnel and witnesses, as appropriate for any defense of such Third-Party Claim. If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third-Party Claim, in its sole discretion and without the consent of any Indemnified Party; provided that such compromise, settlement or judgment does not involve any finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party, does not result in a liability or the creation of a financial or other obligation of or restriction on any Indemnified Party, and provides to each Indemnified Party an unqualified release from all liability in respect of such Third-Party Claim shall not Claim. (d) Each Party hereto agrees to provide reasonable access to the other Parties to such documents and information concerning the Group Companies as may be compromised or settled without reasonably requested in connection with the prior 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 reasonably informed of the progress of any such defense, compromise negotiation 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 Party Claim. (e) The Indemnified Party shall not, without prior approval (such approval not to be unreasonably withheld) of the Third-Party Claim effected pursuant Indemnifying Party, settle or compromise any Third-Party Claim or permit a default or consent to and in accordance with this Section 6.4 and for entry of any final judgment (subject to any right of appeal)judgment, unless the claimant or claimants and the Indemnified Party provide to the Third-Party Claim Indemnifying Party agrees to indemnify and hold harmless each Indemnified an unqualified release from all liability in respect of the Third-Party from and against any and all Damages by reason of such settlement or judgmentClaim.

Procedure for Claims. If (a) In each instance, when a claim for Damages indemnification pursuant to Section 10.2 (a "“Claim"”) is to be made by a person an Indemnified Party entitled to indemnification hereunder, the person aggregate amount of Damages sought with respect to one or more of the submitted Claims must exceed $5,000. The Indemnified Party claiming such indemnification (the "Indemnified Party"), subject to clause (ii) below, shall give written notice (a "Claim Notice") to the indemnifying person other Party (the "“Indemnifying Party"”) as soon as practicable reasonably promptly after the Indemnified Party becomes aware of any fact, condition or event which that may give rise to Damages for which indemnification may be sought under this Section 6.410.2, or receipt by the Indemnified Party of notice of a claim involving the assertion of a claim by a Third Party, including a Governmental Entity, that may give rise to Damages for which indemnification may be sought under Section 10.2 (whether pursuant to a lawsuit, other legal action or otherwise, a “Third Party Claim”). The failure of any Indemnified Party to give timely notice hereunder shall not affect its rights to indemnification hereunder, except and only to the extent that, that the Indemnifying Party demonstrates actual material suffers damage caused by such failure. Failure The Indemnifying Party shall have 30 days (or 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, in which case the Indemnifying Party shall be obligated to respond within 30 days of delivery of a Claim Notice shall constitute acceptance by defend the Indemnifying Indemnified Party of responsibility to make payment pursuant theretoagainst such Third Party Claim. In the case of a Claim involving the assertion of a claim by a third party (whether pursuant to a lawsuit or other legal action or otherwise, a "Third-Party Claim"), if the Indemnifying Party shall acknowledge in writing to the Indemnified Party under the terms of its indemnity hereunder in connection with such Third-Third Party Claim, then subject to the limitations of Section 10.2, the party conducting the defense (Athe “Defending Party”) shall determine and conduct the defense, compromise or settlement of such Third Party Claim, and, subject to the limitations of Section 10.2, (a) the Indemnifying other party (the “Non-Defending Party”) shall make available to the Defending Party any documents and materials in its or its Affiliates’ possession or control that may be entitled andnecessary to the defense of such Third Party Claim and (b) the Defending Party shall keep the other Party reasonably informed of all material developments and events relating to such Third Party Claim. The Non- Defending Party, if it so elects, shall be obligated at its own cost, risk sole option and expense, (1) to take control of the may participate in any defense and investigation of such Third-Third Party Claim and (2) or settlement negotiations with respect to pursue such Third Party Claim, unless 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 Non-Defending Party shall have reasonably concluded, based on the written advice of counsel, that representation of the Non-Defending Party by the same counsel as represents the Defending Party would be entitled (but not obligated)inappropriate due to an actual material conflict of interest between them, if it so elects, to compromise or settle such claim, in which compromise or settlement chase the Non-Defending Party’s participation shall be made only at the expense of the Defending Party. Except with the prior written consent of the Indemnified Party, such consent Non-Defending Party (not to be unreasonably withheld. In , conditioned or delayed), the event the Indemnifying Defending Party elects to assume control of will not, in the defense and investigation of such lawsuit a Third Party Claim, consent to the entry of any judgment or other legal action in accordance with this Section 6.4, enter into any compromise or settlement (w) which does not include as an unconditional term thereof the giving to the Indemnified Party mayby the Third Party of a release from all liability with respect to such suit, at its own cost and expenseclaim, participate in the investigation, trial and defense action or proceeding; (x) unless there is no finding or admission of such Third-Party Claim; provided that, if the named persons to a lawsuit or other legal action include both the Indemnifying Party and (i) any violation of Law by the Indemnified Party and (or any Affiliate thereof), (ii) any liability on the part of the Indemnified Party has been advised in writing by counsel (or any Affiliate thereof) not indemnified hereunder or (iii) any violation of the rights of any Person and no effect on any other claims of a similar nature that there may be one or more legal defenses available to such Indemnified made by the same Third Party that are different from or additional to those available to the Indemnifying Party, against the Indemnified Party (or any Affiliate thereof); (y) which exceeds the applicable indemnification limitations as set forth herein; or (z) which provides for 35 injunctive or other non-monetary equitable relief against the Indemnified Party or its Affiliates or their respective businesses. (b) Notwithstanding the foregoing, if a Third Party Claim includes or would reasonably be expected to include both a claim for Taxes that are Liabilities pursuant to Section 2.3(c) (“Purchaser Taxes”) and a claim for Taxes that are not Liabilities pursuant to Section 2.3(c) (“Seller Taxes”), and such claim for Seller Taxes is not separable from such a claim for Purchaser Taxes, Purchaser (if the claim for Purchaser Taxes exceeds or reasonably would be expected to exceed in amount the claim for Seller Taxes) or otherwise Seller (Seller or Purchaser, as the case may be, the “Controlling Party”) shall be entitled, at the Indemnifying Party"s cost, risk and expense, entitled to separate counsel of its own choosing. If the Indemnifying Party fails to assume control the defense of such Third-Third Party Claim in accordance with this Section 6.4 within 10 calendar days after receipt of the Claim Notice(such Third Party Claim, a “Tax Claim”). In such case, the Indemnified other Party against which such Third(Seller or Purchaser, as the case may be, the “Non-Party Claim has been asserted Controlling Party”) shall upon delivering notice be entitled to such effect to the Indemnifying Party have the right to undertake, participate fully (at the Indemnifying Party"s cost, risk and Non-Controlling Party’s sole expense, ) in the defense, compromise and settlement conduct of such Third-Tax Claim and the Controlling 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 settle such Tax Claim without the prior written consent of the Indemnifying Party, such Non- Controlling Party (which consent shall not be unreasonably withheld, conditioned or delayed). In the event the Indemnifying Party assumes The costs and expenses of conducting the defense of such Tax Claim shall be reasonably apportioned based on the claimrelative amounts of the Tax Claim that are Seller Taxes and that are Purchaser Taxes. ARTICLE 11 MISCELLANEOUS 11.1 Public Announcements. Other than as set forth in Section 7.1, the Indemnifying no Party shall keep issue or make any public announcement, press release or other public disclosure regarding this Agreement or its subject matter without the Indemnified Party reasonably informed prior approval of the progress other Party, except for any such disclosure that is, in the opinion of the disclosing Party’s counsel, required by applicable Law or the rules of a stock exchange on which the securities of the disclosing Party are listed. If a Party is, in the opinion of its counsel, required by applicable Law or the rules of a stock exchange on which its securities are listed to make a public disclosure, such Party shall submit the proposed disclosure in writing as far in advance of the disclosure as practicable to the other Party and provide the other Party a reasonable opportunity to comment thereon. The contents of any such defensepublic announcement, compromise press release or settlement, other public disclosure that has been reviewed and in approved by the event reviewing Party or that is consistent with the Indemnified foregoing may then be rereleased by any 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 without a requirement for advance notice 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 6.4 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 and against any and all Damages by reason of such settlement or judgmentreapproval.

Procedure for Claims. 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"), subject to clause (ii) below, shall give written notice (a "Claim Notice") to the indemnifying person (the "Indemnifying Party") as soon as practicable 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 Section 6.49.2; provided, that if the Indemnified Party is a Stockholder Indemnified Party, such Claim Notice shall only be valid if it is delivered by the Stockholder Agent; and provided further, that if the Indemnified Party is a Parent Indemnified Party, such Claim Notice shall be valid if it is delivered to the Stockholder Agent. 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. Failure by , and then only to the Indemnifying Party to respond within 30 days of delivery of a Claim Notice shall constitute acceptance by the Indemnifying Party of responsibility to make payment pursuant theretoextent thereof. In the case of a Claim involving the assertion of a claim by a third party (whether pursuant to a lawsuit or lawsuit, other legal action or otherwise, 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 Indemnifying party Party 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 (B) the Indemnifying Party 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 prior 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 6.49.2(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 Indemnifying Party"s Party's cost, risk and expense, to retain one firm of separate counsel of its own choosing. If the Indemnifying Party fails to assume the defense of such Third-Party Claim in accordance with this Section 6.4 9.2 within 10 ten (10) calendar days after 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 Indemnifying Party Party) have the right to undertake, at the Indemnifying Party"s 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 prior 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 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 Party Claim effected pursuant to and in accordance with this Section 6.4 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 and against any and all Damages by reason of such settlement or judgment.

Procedure for Claims. (i) 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"), subject to clause (ii) below, shall give written notice (a "Claim Notice") to the indemnifying person (the "Indemnifying Party") (or, if the Indemnifying Party is a Stockholder or group of Stockholders, the Stockholder Representative) as soon as practicable 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 Section 6.49.2, but in no event shall the Claim Notice be effective if it is received after the expiration of the Survival Period. 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 Claim Notice is received after the expiration of the Survival Period or the Indemnifying Party (or, if the Indemnifying Party is a Stockholder or group of Stockholders, the Stockholder Representative) demonstrates actual material damage caused by such failure. Failure by the Indemnifying Party to respond within 30 days of delivery of a Claim Notice shall constitute acceptance by the Indemnifying Party of responsibility to make payment pursuant thereto. In the case of a Claim involving the assertion of a claim by a third party (whether pursuant to a lawsuit or other legal action or otherwise, a "Third-Party Claim"), if the Indemnifying Party (or, if the Indemnifying Party is a Stockholder or group of Stockholders, the Stockholder Representative) 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 Indemnifying party Party (or, if the Indemnifying Party is a Stockholder or group of Stockholders, the Stockholder Representative) shall be entitled and, if it so elects, shall be obligated at its own cost, risk and expenseexpense (or, if the Person making such election is the Stockholder Representative, at the cost, risk and expense of the Stockholder or group of Stockholders that is the Indemnifying Party), (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 (B) the Indemnifying Party (or, if the Indemnifying Party is a Stockholder or group of Stockholders, the Stockholder Representative) shall be entitled (but not obligated), if it so elects, to compromise or settle such claim, which as long as such proposed settlement or judgment involves only the payment of money damages; otherwise, the Indemnifying Party shall not compromise or settlement shall be made only with settle such claim without the prior written consent of the Indemnified Party, such which consent shall not to be unreasonably withheld. In the event the Indemnifying Party (or, if the Indemnifying Party is a Stockholder or group of Stockholders, the Stockholder Representative) elects to assume control of the defense and investigation of such lawsuit or other legal action in accordance with this Section 6.49.2(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 (or the Stockholder Representative acting on behalf of such 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 (or the Stockholder Representative acting on behalf of such Indemnifying Party), the Indemnified Party shall be entitled, at the Indemnifying Party"s Indemnified Party's cost, risk and expense, to separate counsel of its own choosing. If the Indemnifying Party (or, if the Indemnifying Party is a Stockholder or group of Stockholders, the Stockholder Representative) fails to assume the defense of such Third-Party Claim in accordance with this Section 6.4 9.2 within 10 calendar days after 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 Indemnifying Party (or, if the Indemnifying Party is a Stockholder or group of Stockholders, the Stockholder Representative)) have the right to undertake, at the Indemnifying Party"s 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; and shall be entitled to settle or compromise such Third Party Claim without the prior written consent of such Indemnified Party, as long as such compromise or settlement involves only the payment of money damages, otherwise provided that such Third-Party Claim shall not be compromised or settled without the prior written consent of the Indemnifying PartyParty (or, if the Indemnifying Party is a Stockholder or group of Stockholders, the Stockholder Representative), which consent shall not be unreasonably withheld. In the event the Indemnifying Party (or, if the Indemnifying Party is a Stockholder or group of Stockholders, the Stockholder Representative) assumes the defense of the claim, the Indemnifying Party (or, if the Indemnifying Party is a Stockholder or group of Stockholders, the Stockholder Representative) shall keep the Indemnified Party 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 (or, if the Indemnifying Party is a Stockholder or group of Stockholders, the Stockholder Representative) 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 Party Claim effected pursuant to and in accordance with this Section 6.4 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 and against any and all Damages by reason of such settlement or judgment. (ii) Notwithstanding clause (i) above, in the event that any Indemnified Party is a Stockholder Indemnified Party, any Claim Notice, election or other notification or correspondence required pursuant to such clause (i) shall only be valid if it is delivered by the Stockholder Representative to Intelligroup. Each Stockholder hereby irrevocably appoints the Stockholder Representative as its agent and attorney-in-fact with respect to the matters set forth in this Article 9, and hereby irrevocably grants to the Stockholder Representative the authority to administer Claims on behalf of such Stockholder, to exercise such other rights and powers as are set forth in this Agreement and to enter into, and to bind such Stockholder with respect to, the settlement of any such Claim. Each Intelligroup Indemnified Party shall be entitled to rely on the agreements and representations of, and notices and other correspondence from, the Stockholder Representative as such agent and attorney-in-fact in connection with any Claim by or against any Stockholder pursuant to this Article 9.

Procedure for Claims. (i) 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"), subject to clause (ii) below, shall give written notice (a "Claim Notice") to the indemnifying person (the "Indemnifying Party") (or, if the Indemnifying Party is a Member or group of Members, the Member Representative) as soon as practicable 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 Section 6.49.2, but in no event shall the Claim Notice be effective if it is received after the expiration of the Survival Period. 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 Claim Notice is received after the expiration of the Survival Period or the Indemnifying Party (or, if the Indemnifying Party is a Member or group of Members, the Member Representative) demonstrates actual material damage caused by such failure. Failure by the Indemnifying Party to respond within 30 days of delivery of a Claim Notice shall constitute acceptance by the Indemnifying Party of responsibility to make payment pursuant thereto. In the case of a Claim involving the assertion of a claim by a third party (whether pursuant to a lawsuit or other legal action or otherwise, a "Third-Party Claim"), if the Indemnifying Party (or, if the Indemnifying Party is a Member or group of Members, the Member Representative) 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 Indemnifying party Party (or, if the Indemnifying Party is a Member or group of Members, the Member Representative) shall be entitled and, if it so elects, shall be obligated at its own cost, risk and expenseexpense (or, if the Person making such election is the Member Representative, at the cost, risk and expense of the Member or group of Members that is the Indemnifying Party), (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 (B) the Indemnifying Party (or, if the Indemnifying Party is a Member or group of Members, the Member Representative) shall be entitled (but not obligated), if it so elects, to compromise or settle such claim, which as long as such proposed settlement or judgment involves only the payment of money damages; otherwise, the Indemnifying Party shall not compromise or settlement shall be made only with settle such claim without the prior written consent of the Indemnified Party, such which consent shall not to be unreasonably withheld. In the event the Indemnifying Party (or, if the Indemnifying Party is a Member or group of Members, the Member Representative) elects to assume control of the defense and investigation of such lawsuit or other legal action in accordance with this Section 6.49.2(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 (or the Member Representative acting on behalf of such 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 (or the Member Representative acting on behalf of such Indemnifying Party), the Indemnified Party shall be entitled, at the Indemnifying Party"s Indemnified Party's cost, risk and expense, to separate counsel of its own choosing. If the Indemnifying Party (or, if the Indemnifying 45 Party is a Member or group of Members, the Member Representative) fails to assume the defense of such Third-Party Claim in accordance with this Section 6.4 9.2 within 10 calendar days after 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 Indemnifying Party (or, if the Indemnifying Party is a Member or group of Members, the Member Representative)) have the right to undertake, at the Indemnifying Party"s 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; and shall be entitled to settle or compromise such Third Party Claim without the prior written consent of such Indemnified Party, as long as such compromise or settlement involves only the payment of money damages, otherwise provided that such Third-Party Claim shall not be compromised or settled without the prior written consent of the Indemnifying PartyParty (or, if the Indemnifying Party is a Member or group of Members, the Member Representative), which consent shall not be unreasonably withheld. In the event the Indemnifying Party (or, if the Indemnifying Party is a Member or group of Members, the Member Representative) assumes the defense of the claim, the Indemnifying Party (or, if the Indemnifying Party is a Member or group of Members, the Member Representative) shall keep the Indemnified Party 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 (or, if the Indemnifying Party is a Member or group of Members, the Member Representative) 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 Party Claim effected pursuant to and in accordance with this Section 6.4 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 and against any and all Damages by reason of such settlement or judgment. (ii) Notwithstanding clause (i) above, in the event that any Indemnified Party is a Member Indemnified Party, any Claim Notice, election or other notification or correspondence required pursuant to such clause (i) shall only be valid if it is delivered by the Member Representative to Intelligroup. Each Member hereby irrevocably appoints the Member Representative as its agent and attorney-in-fact with respect to the matters set forth in this Article 9, and hereby irrevocably grants to the Member Representative the authority to administer Claims on behalf of such Member, to exercise such other rights and powers as are set forth in this Agreement and to enter into, and to bind such Member with respect to, the settlement of any such Claim. Each Intelligroup Indemnified Party shall be entitled to rely on the agreements and representations of, and notices and other correspondence from, the Member Representative as such agent and attorney-in-fact in connection with any Claim by or against any Member pursuant to this Article 9. For purposes of this Section 9.2(b)(ii) the Member Representative shall be entitled to rely on the direction of (y) the Majority Holders, with respect to any Claims pursuant to Section 9.2(a)(i), and (z) the Indemnifying Party, with respect to any Claim pursuant to Section 9.2(a)(ii).

Procedure for Claims. 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"), subject to clause (ii) below, shall give written notice (a "Claim Notice") to the indemnifying person (the "Indemnifying Party") as soon as practicable 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 Section 6.410.2; provided, that if the Indemnified Party is a Stockholder Indemnified Party, such Claim Notice shall only be valid if it is delivered by the Stockholder Agent; and provided further, that if the Indemnified Party is a Parent Indemnified Party, such Claim Notice shall be valid if it is delivered to the Stockholder Agent. 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. Failure by , and then only to the Indemnifying Party to respond within 30 days of delivery of a Claim Notice shall constitute acceptance by the Indemnifying Party of responsibility to make payment pursuant theretoextent thereof. In the case of a Claim involving the assertion of a claim by a third party (whether pursuant to a lawsuit or lawsuit, other legal action or otherwise, 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 Indemnifying party Party 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 (B) the Indemnifying Party 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 prior 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 6.410.2(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 Indemnifying Party"s Party's cost, risk and expense, to retain one firm of separate counsel of its own choosing. If the Indemnifying Party fails to assume the defense of such Third-Party Claim in accordance with this Section 6.4 10.2 within 10 ten (10) calendar days after 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 Indemnifying Party Party) have the right to undertake, at the Indemnifying Party"s 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 prior 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 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 Party Claim effected pursuant to and in accordance with this Section 6.4 10.2 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 and against any and all Damages by reason of such settlement or judgment.

Procedure for Claims. If Promptly, but in any event within thirty (30) days after obtaining knowledge of any claims or demands which may give rise to, or could reasonably give rise to, a claim for Damages indemnification hereunder (a collectively, "Indemnification Claims" and, individually, the "Indemnification Claim") is to be made by a person ), the party or parties entitled to indemnification hereunder, the person claiming such indemnification hereunder (the "Indemnified Party"), subject to clause (ii) below, shall give written notice (a "Claim Notice") to the indemnifying person party or parties subject to indemnification obligations therefore (the "Indemnifying Party") as soon as practicable after of such Indemnification Claims (a "Notice of Claim"). A Notice of Claim shall be given with respect to each Indemnification Claim. The Notice of Claim shall set forth the amount (or a reasonable estimate) of the Loss, damage or expense suffered, or which may be suffered, by the Indemnified Party becomes aware as a result of such Indemnification Claim and a brief description of the facts giving rise to such Indemnification Claim. The Indemnified Party shall furnish to the Indemnifying Party such information (in reasonable detail) as the Indemnified Party may have with respect to such Indemnification Claim (including copies of any factsummons, condition complaint or event other pleading which may give rise to Damages for which indemnification may be sought under this Section 6.4have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the same). The failure If the claim or demand set forth in the Notice of any Indemnified Claim is a claim or demand asserted by a third party (a "Third Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except and only to the extent thatClaim"), the Indemnifying Party demonstrates actual material damage caused shall have fifteen (15) days (or shorter period if an answer or other response or filing with respect to the pleadings served by such failure. Failure the third party is required prior to the 15th day) after the date of receipt by the Indemnifying Party of the Notice of Claim (the "Notice Date") to notify the Indemnified Party in writing of the election by the Indemnifying Party to respond within 30 days of delivery of a Claim Notice shall constitute acceptance by defend the Indemnifying Party of responsibility to make payment pursuant thereto. In the case of a Claim involving the assertion of a claim by a third party (whether pursuant to a lawsuit or other legal action or otherwise, a "Third-Party Claim"), if the Indemnifying Party shall acknowledge in writing to the Indemnified Party 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 take control of the defense and investigation of such Third-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 compromise or settlement shall be made only with the prior written consent on behalf of the Indemnified Party, such consent not to be unreasonably withheld. In the event If the Indemnifying Party elects to assume control defend a Third Party Claim on behalf of the defense and investigation of such lawsuit or other legal action in accordance with this Section 6.4, 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 make available to the Indemnifying Party"s costParty and its agents and representatives all records and other materials in its possession which are reasonably required in the defense of the Third Party Claim and the Indemnifying Party shall pay any expenses payable in connection with the defense of the Third Party Claim as they are incurred (whether incurred by the Indemnified Party or the Indemnifying Party). In no event may the Indemnifying Party settle or compromise any Third Party Claim without the Indemnified Party's consent, risk and expense, to separate counsel of its own choosingwhich shall not be unreasonably withheld or delayed. If the Indemnifying Party fails elects to assume the defense of such Third-defend a Third Party Claim in accordance with this Section 6.4 within 10 calendar days after receipt of the Claim NoticeClaim, the Indemnified Party against which such Third-Party Claim has been asserted shall upon delivering notice to such effect to the Indemnifying Party have the right to undertakeparticipate in the defense of the Third Party Claim, the Indemnifying Party retaining control of the defense, at the Indemnifying Party"s costIndemnified Party's expense (and without the right to indemnification for such expense under this Agreement); provided, risk and expensehowever, that, the defensereasonable fees and expenses of counsel retained by the Indemnified Party shall be at the expense of the Indemnifying Party if (a) the use of the counsel chosen by the Indemnifying Party to represent the Indemnified Party would present such counsel with a conflict of interest; (b) within ten (10) days after being advised by the Indemnifying Party of the identity of counsel to be retained to represent the Indemnified Party, compromise and settlement the Indemnified Party shall have objected to the retention of such Third-counsel for valid reasons (which shall be stated in a written notice to Indemnifying Party), and the Indemnified Party Claim on behalf of and for shall not have retained different counsel reasonably satisfactory to the account Indemnified Party; or (c) the Indemnifying Party shall authorize the Indemnified Party to retain separate counsel at the expense of the Indemnifying Party; provided that such Third-. If the Indemnifying Party does not elect to defend a Third Party Claim or does not defend a Third Party Claim in good faith, the Indemnified Party shall not be compromised have the right, in addition to any other right or settled without remedy it may have hereunder, at the prior written consent sole and exclusive expense of the Indemnifying Party, which consent shall not be unreasonably withheldto defend such Third Party Claim. In To the event the Indemnifying extent that an Indemnified Party assumes the defense of the claimrecovers on a Third Party Claim, the Indemnifying amount of such recovery (after deduction of all costs and expenses incurred in connection with such Third Party Claim) shall keep reduce, dollar-for-dollar, the indemnification obligation otherwise owing by the Indemnified Party 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 Party. Each Indemnified Party shall keep the take commercially reasonable actions to mitigate Losses, including pursuing insurance claims and Third Party Claims, and shall reasonably consult and cooperate with each Indemnifying Party reasonably informed of the progress of any such defensewith a view towards mitigating Losses, compromise or settlement. The Indemnifying Party shall be liable in connection with claims for any settlement of any Third-party Claim effected pursuant to and in accordance with this Section 6.4 and for any final judgment (subject to any right of appeal), and the Indemnifying Party agrees to indemnify and hold harmless each which an Indemnified Party from and against any and all Damages by reason of such settlement or judgmentPerson seeks indemnification hereunder.