1.2 Parent’s Agreement to Indemnify. Parent shall indemnify and hold harmless Sellerand its subsidiaries and their respective officers, directors, agents, representatives,stockholders and employees (collectively, the “**Seller Indemnified Persons**”) from and against anyand all Damages arising from any of the following:          (a) any Environmental Claims or liabilities arising under any Environmental Laws, in eithercase arising out of use of the Building after the Closing;          (b) any Warranty Claims;          (c) any product liability claims (other than Warranty Claims) or claims of infringement ofthird party intellectual property rights on account of any product of the Business shipped afterthe Closing;          (d) any other liabilities that are Assumed Liabilities; or          (e) the failure of Purchaser and Parent to return to Seller the letter of credit and securitydeposit deposited by Seller with the Landlord by the date that is two weeks after the Closing, orany draw upon such letter of credit or claiming of such security deposit by Landlord.     1.3 Notice of Claim.          (a) As used herein, (i) **“Indemnified Person”**shall mean a Purchaser Indemnified Person withregard to any claim for indemnification under Section 1.1 and a Seller Indemnified Personwith regard to any claim for indemnification under Section 1.2, (ii) **“Indemnifying Person”**shall mean Seller with regard to any claim for indemnification under Section 1.1 and Parentwith regard to any claim for indemnification under Section 1.2, and (iii) the term “**Claim**”means a claim for indemnification of any Indemnified Person for Damages under this Article1.          (b) Parent may give notice of a Claim under this Agreement, whether for its own Damages or forDamages incurred by any other Purchaser Indemnified Person. Parent shall give written notice of aClaim (a “**Notice of Claim**”) executed by an officer of Parent to the Seller promptly after aPurchaser Indemnified Person becomes aware of the existence of any potential claim by suchPurchaser Indemnified Person under this Article 1, arising from or relating to:          (i) any Damages for which a Purchaser Indemnified Person is entitled to indemnificationpursuant to Section 1.1; or          (ii) the assertion, whether orally or in writing, against Parent or any other PurchaserIndemnified Person of a claim, demand, suit, action, arbitration, investigation, inquiry orproceeding brought by a third party against Parent or such other Purchaser Indemnified Person (ineach such case, a “**Third-Party Claim**”) that results or is reasonably likely to result in Damagesfor which a Purchaser Indemnified Person is entitled to indemnification pursuant to Section1.1.
 

 
          (c) Seller may give notice of a Claim under this Agreement, whether for its own Damages or forDamages incurred by any other Seller Indemnified Person. Seller shall give a Notice of Claimexecuted by an officer of Seller to the Parent promptly after a Seller Indemnified Person becomesaware of the existence of any potential claim by such Seller Indemnified Person under thisArticle 1, arising from or relating to:          (i) any Damages for which a Seller Indemnified Person is entitled to indemnification pursuantto Section 1.2; or          (ii) the assertion, whether orally or in writing, against Seller or any other SellerIndemnified Person of a Third-Party Claim that results or is reasonably likely to result in Damagesfor which a Seller Indemnified Person is entitled to indemnification pursuant to Section1.2.          (d) The period during which claims may be initiated (the “**Claims Period**”) for indemnificationshall commence at the Closing Date and terminate at the second anniversary of the Closing Date.Any Claims for Damages specified in any Notice of Claim delivered in accordance with this Agreementprior to expiration of the applicable Claims Period with respect to facts and circumstancesexisting prior to expiration of the applicable Claims Period shall remain outstanding until suchClaims for Damages have been resolved or satisfied, notwithstanding the expiration of such ClaimsPeriod. Until the expiration of the applicable Claims Period, no delay on the part of Parent ingiving the Seller a Notice of Claim shall relieve Seller, and no delay on the part of Seller ingiving the Parent a Notice of Claim shall relieve Parent, from any of its obligations under thisArticle 1, except in the case of Third-Party Claims to the extent that the IndemnifyingPerson demonstrates that the defense of such Third-Party Claim is prejudiced by the failure to givesuch notice.          (e) Defense of Third-Party Claims. The Indemnifying Person shall be entitled toparticipate in the defense of any Third-Party Claim for which it may be obligated to indemnify anyIndemnified Person and, to the extent that it wishes (unless (i) the Indemnifying Person is also aPerson against whom the Third-Party Claim is made and the Indemnified Person determines in goodfaith that joint representation would be inappropriate or (ii) the Indemnifying Person fails toprovide reasonable assurance to the Indemnified Person of its financial capacity to defend suchThird-Party Claim and provide indemnification with respect to such Third-Party Claim), to assumethe defense of such Third-Party Claim with counsel satisfactory to the Indemnified Person. Afternotice from the Indemnifying Person to the Indemnified Person of its election to assume the defenseof such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conductssuch defense, be liable to the Indemnified Person under this Article 1 for any fees ofother counsel or any other expenses with respect to the defense of such Third-Party Claim, in eachcase subsequently incurred by the Indemnified Person in connection with the defense of suchThird-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumesthe defense of a Third-Party Claim, no compromise or settlement of such Third-Party Claims may beeffected by the Indemnifying Person without the Indemnified Person’s consent unless (A) there is nofinding or admission of any violation of law or any violation of the rights of any other person orentity; (B) the sole relief provided is monetary damages that are paid in full by the IndemnifyingPerson; and (C) the Indemnified Person shall have no liability with respect to any compromise orsettlement of such Third-Party Claims
 

 
effected without its consent. If notice is given to an Indemnifying Person of the assertionof any Third-Party Claim pursuant to this Agreement and the Indemnifying Person does not, withinten (10) days after the Indemnified Person’s notice is given, give notice to the Indemnified Personof its election to assume the defense of such Third-Party Claim, the Indemnifying Person will bebound by any determination made in such Third-Party Claim or any compromise or settlement effectedby the Indemnified Person.          (f) Notwithstanding the foregoing, if an Indemnified Person determines in good faith thatthere is a reasonable probability that a Third-Party Claim may adversely affect it or subsidiary oraffiliates other than as a result of monetary damages for which it would be entitled toindemnification under this Agreement, the Indemnified Person may, by notice to the IndemnifyingPerson, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but insuch event the Indemnifying Person will not be bound by or obligated to indemnify any IndemnifiedPerson for any determination of any Third-Party Claim so defended for the purposes of thisAgreement or any compromise or settlement effected without its consent.          (g) With respect to any Third-Party Claim subject to indemnification under this Article1: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keepthe other party fully informed of the status of such Third-Party Claim and any related proceedingsat all stages thereof where such party is not represented by its own counsel, and (ii) the partiesagree (each at its own expense) to render to each other such assistance as they may reasonablyrequire of each other and to cooperate in good faith with each other in order to ensure the properand adequate defense of any Third-Party Claim.          (h) With respect to any Third-Party Claim subject to indemnification under this Article1, the parties agree to cooperate in such a manner as to preserve in full (to the extentpossible) the confidentiality of all confidential information and the attorney-client andwork-product privileges. In connection therewith, each party agrees that: (i) it will use its bestefforts, in respect of any Third-Party Claim in which it has assumed or participated in thedefense, to avoid production of confidential information (consistent with applicable law and rulesof procedure), and (ii) all communications between any party hereto and counsel responsible for orparticipating in the defense of any Third-Party Claim shall, to the extent possible, be made so asto preserve any applicable attorney-client or work-product privilege.     1.4 Contents of Notice of Claim. Each Notice of Claim by Parent and Seller, as thecase may be, given pursuant to Section 1.3 shall contain a description, in reasonabledetail (to the extent reasonably available to the Indemnified Person), of the facts, circumstancesor events giving rise to the alleged Damages based on the Indemnified Person’s good faith beliefthereof, including the identity and address of any third-party claimant (to the extent reasonablyavailable to the Indemnified Person) and copies of any formal demand or complaint, the amount ofDamages, the date each such item was incurred, paid or properly accrued, or the basis for suchanticipated liability, and the specific nature of the breach to which such item is related.     1.5 Resolution of Notice of Claim. Each Notice of Claim shall be resolved as follows:
 

 
          (a) Uncontested Claims. If, within 20 business days after a Notice of Claim isreceived by the Indemnifying Person, the Indemnifying Person does not contest such Notice of Claimin writing to the Indemnified Person, as provided in Section 1.5(b), then the IndemnifyingPerson shall be conclusively deemed to have consented to the recovery by the Indemnified Persons ofthe full amount of Damages specified in the Notice of Claim in accordance with this Article1, and, without further notice, to have stipulated to the entry of a final judgment for Damagesagainst the Indemnifying Person for such amount in any court having jurisdiction over the matterwhere venue is proper.          (b) Contested Claims. If the Indemnifying Person gives the Indemnified Person writtennotice contesting all or any portion of a Notice of Claim (a “**Contested Claim**”) within the 20business day period specified in Section 1.5(a), then such Contested Claim shall beresolved by either (i) a written settlement agreement executed by Parent and the Seller or (ii) inthe absence of such a written settlement agreement within 30 days following receipt by theIndemnifying Person of the written notice from the Indemnified Person by binding arbitrationbetween Parent and Seller in accordance with the terms and provisions of Section 11.8 of thePurchase Agreement (which Section shall be deemed to be incorporated herein by reference).     1.6 Tax Consequences of Indemnification Payments. All payments, if any, made to anIndemnified Person pursuant to any indemnification obligations under this Article 1 shallbe treated as adjustments to the purchase price for tax purposes and such agreed treatment shallgovern for purposes of the Purchase Agreement, unless otherwise required by law.     1.7 Limitation of Liability. Each Indemnifying Person’s obligation hereunder shallnot exceed the Purchase Price (other than Seller’s obligation with respect to any Excluded Assetsand Purchaser’s obligation with regard to the matters described in Sections 1.2(d) and (e), whichshall not be limited). No claim shall be asserted by Parent hereunder unless and until theaggregate amount of indemnifiable Damages suffered by the Purchaser Indemnified Parties shallexceed $150,000, and in such case the Purchaser Indemnified Parties shall be entitled to recoveronly such amount of Damages as exceeds $150,000.ARTICLE 2 Miscellaneous     The provisions of Sections 11.1, 11.2, 11.3, 11.4, 11.5, 11.7, 11.8 and 11.9 are incorporatedhereto by reference as if fully set forth herein. This Agreement embodies the entire agreement andunderstanding of the parties hereof with respect to the subject matter contained herein andsupersedes all prior or contemporaneous agreements or understandings (written or oral) with respectthereto.
 

 
     IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed by their dulyauthorized representatives, to be effective as of the date first above stated.           **Microsemi Corporation** **Endwave Corporation**             By: /s/ James J. Peterson   By: /s/ Edward A. Keible Jr.