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<br />9A <br />Page 16 <br /> <br />failure to perform its obligations under this Agreement, or (d) any claim, action <br />or demand challenging the Customer's use of the Redflex System or any portion <br />thereof, the validity of the results of the Customer's use of the Redflex System or <br />any portion thereof, or the validity of the Citations issued, prosecuted and <br />collected as a result of the Customer's use ofthe Redflex System or any portion <br />thereof. <br />8.3. Indemnification Procedures. In the event any claim, action or demand (a <br />"Claim") in respect of which any party hereto seeks indemnification from the <br />other, the party seeking indemnification (the "Indemnified Party") shall give the <br />party from whom indemnification is sought (the "Indemnifying Party") written <br />notice of such Claim promptly after the Indemnified Party first becomes aware <br />thereof; provided, however, that failure so to give such notice shall not preclude <br />indemnification with respect to such Claim except to the extent of any additional <br />or increased Losses or other actual prejudice directly caused by such failure. The <br />Indemnifying Party shall have the right to choose counsel to defend such Claim <br />(subject to the approval of such counsel by the Indemnified Party, which <br />approval shall not be unreasonably withheld, conditioned or delayed), and to <br />control, compromise and settle such Claim, and the Indemnified Party shall have <br />the right to participate in the defense at its sole expense; provided, however, the <br />Indemnified Party shall have the right to take over the control of the defense or <br />settlement of such Claim at any time if the Indemnified Party irrevocably waives <br />all rights to indemnification from and by the Indemnifying Party. The <br />Indemnifying Party and the Indemnified Party shall cooperate in the defense or <br />settlement of any Claim, and no party shall have the right enter into any <br />settlement agreement that materially affects the other party's material rights or <br />material interests without such party's prior written consent, which consent will <br />not be umeasonably withheld or delayed. <br />8.4. LIMITED LIABILITY. Notwithstanding anything to the contrary in this <br />Agreement, neither party shall be liable to the other, by reason of any <br />representation or express or implied warranty, condition or other term or any duty <br />at common or civil law, for any indirect, incidental, special, lost profits or <br />consequential damages, however caused and on any theory of liability arising out <br />of or relating to this Agreement. <br />8.5. EXCLUSIVE REMEDY. This section 8 shall be the sole and exclusive <br />remedy and recourse for breach of this Agreement or otherwise in respect of the <br />matters contemplated hereby. <br />9. NOTICES. Any notices to be given hereunder shall be in writing, and shall be <br />deemed to have been given (a) upon delivery, if delivered by hand, (b) three (3) days <br />after being mailed first class, certified mail, return receipt requested, postage and <br />registry fees prepaid, or (c) one Business Day after being delivered to a reputable <br />overnight courier service, excluding the U.S. Postal Service, prepaid, marked for next <br />day delivery, if the courier service obtains a signature acknowledging receipt, in each <br />case addressed or sent to such party as follows: <br />9.1. Notices to Redflex: <br />Redflex Traffic Systems, Inc. <br />15020 North 74th Street <br /> <br />13 <br />