FairPoint Communications 2005 Annual Report Download - page 198

Agreement or any Related Document to the contrary, in no event shall Buyer be liable to the Shareholders, individually or collectively, for any claims for
indemnity pursuant to this Section 10.2(a) (other than claims with respect to representations in Sections 3.1, 3.2, 3.3 and 3.5 which shall not be subject to this
limitation) related to this Agreement or the transactions contemplated hereby, whether by indemnification or otherwise, for an amount greater than the Escrow
Amount.
10.3 Indemnification Procedure.
(a) Following the Closing, any party claiming indemnification under this Agreement (an “Indemnified Party”) shall give to the party from
whom indemnification is sought (the “Indemnifying Party”) prompt written notice (an “Indemnification Notice”) of any claim or event known to it which does
or may give rise to a claim by the Indemnified Party against the Indemnifying Party based on this Agreement, stating the nature and basis of said claims or
events and the amounts thereof, to the extent known. The failure of an Indemnified Party to give prompt notice hereunder shall not affect rights to
indemnification hereunder, except to the extent that the Indemnifying Party is actually prejudiced by such failure. If any such demand arises out of a claim
made by any Person that is neither a party to this Agreement nor Affiliated with a party to this Agreement (a “Third Party Claim”), such notice shall also be
accompanied by any papers, documents or pleading received by the Indemnified Party related to such Third Party Claim. Within ten days after receipt of an
Indemnification Notice, the Indemnifying Party shall notify the Indemnified Party (i) whether the Indemnifying Party disputes its potential liability to the
Indemnified Party under this Agreement, and if the Indemnifying Party is the Shareholders this notice shall be in accordance with Section 1.5, and (ii) with
respect to a Third Party Claim, whether the Indemnifying Party agrees to defend the Indemnified Party against the Third Party Claim at the Indemnifying
Party’s sole cost and expense.
(b) In the case of a Third Party Claim, if the Indemnifying Party timely notifies the Indemnified Party that it does not dispute its potential
liability to the Indemnified Party under this Agreement and/or that the Indemnifying Party elects to assume the defense thereof, then the Indemnifying Party
shall defend, at its sole cost and expense with counsel reasonably satisfactory to the Indemnified Party, such Third Party Claim by all appropriate
proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled in accordance with the procedures of
this Article 10. The Indemnifying Party shall have full control of such defense and proceedings, at its sole expense and risk. If requested by the Indemnifying
Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party in contesting any Third Party
Claim. In addition, the Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the
Indemnifying Party, in which case the Indemnified Party shall bear the costs and expenses relating to such participation. Notwithstanding the foregoing, (i) the
Indemnified Party shall have the unilateral right to pay or settle such Third Party Claim at any time in which event the Indemnified Party shall be deemed to
have waived any right to indemnification therefor by the Indemnifying Party and (ii) if the remedy sought by the claimant with respect to a Third Party Claim
is not solely for money damages, and would affect the operation of the business of SICC or its Subsidiaries after the Closing, the Indemnifying Party shall not
settle such Third Party Claim without the prior written consent of Buyer, which consent shall not be unreasonably withheld.
48