Common use of Additional Matters Clause in Contracts

Additional Matters. Indemnification payments in respect of any Liabilities for which an Indemnified Party is entitled to indemnification under this Section 12.5 shall be paid by the Indemnifying Party to the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification payment, including documentation with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities contained in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and (iv) the sale or other transfer by any party of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party as to any events or circumstances in respect of which such Indemnified Party may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnified Party shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. In an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant if they conclude that substitution is desirable and practical. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this section, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement.

Additional Matters. Indemnification payments in respect (a) Any claim on account of any Liabilities for which an Indemnified a Liability that does not result from a Third-Party is entitled to indemnification under this Section 12.5 Claim shall be paid timely asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party to shall have a period of 30 days after the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount receipt of such indemnification notice within which to respond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, including documentation with respect such Indemnitee shall be free to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities contained in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made pursue remedies as specified by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and the Ancillary Agreements. (ivb) In the sale or other transfer by any party event of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Third-Party Claim against any claimant or plaintiff asserting such Third Third-Party Claim or against any other Person. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (c) In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party Indemnitee or the Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant defendant, if they conclude that substitution is desirable and practicalreasonably practicable. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this section, Agreement and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts experts’ fees and all other external expenses, and the allocated costs of in-house counsel and other personnel), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement.

Additional Matters. Indemnification payments in respect (a) Any claim on account of any Liabilities for which an Indemnified a Liability that does not result from a Third-Party is entitled to indemnification under this Section 12.5 Claim shall be paid asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of 30 days after the receipt of such notice within which to the Indemnified respond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such Party as such Liabilities are incurred upon demand contemplated by this Agreement. (b) In the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount event of such indemnification payment, including documentation with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities contained in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and (iv) the sale or other transfer by any party of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Third-Party Claim against any claimant or plaintiff asserting such Third Third-Party Claim or against any other Person. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (c) In the event of an Action relating to a Liability that has been allocated to an Indemnifying Party pursuant to the terms of this Agreement or any Ancillary Agreement in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the parties Parties shall endeavor to substitute the Indemnifying Party for the named defendant or add the Indemnifying Party as an additional named defendant, if they conclude that substitution is desirable and practicalat all practicable. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this sectionSection, and the Indemnifying Party shall fully indemnify the named defendant against all reasonable costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts experts, fees and all other external expenses), the costs of any judgment or settlement, settlement and the cost of any interest or penalties relating to any judgment or settlement.

Additional Matters. Indemnification payments in respect of any Liabilities for which an Indemnified Party is entitled to indemnification under this Section 12.5 shall be paid by the Indemnifying Party to the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification payment, including documentation (a) Any claim with respect to calculations made on an Aftera Liability that does not result from a Third-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities contained in this Section 12.5 Party Claim shall remain operative and in full force and effect, regardless of (i) any investigation made be asserted by or on behalf of any Indemnified Party; (ii) the knowledge written notice given by the Indemnified Party to the related Indemnifying Party. Such Indemnifying Party shall have a period of Liabilities for 30 days after the receipt of such notice within which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and (iv) the sale or other transfer by any party of any assets or businesses or the assignment by it of any liabilitiesrespond thereto. If such Indemnifying Party does not respond in writing within such 30-day period, such Indemnifying Party shall be deemed to have agreed to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, such Indemnified Party shall be free to pursue such remedies as may be available to such Party as contemplated by this Agreement. (b) In the event of payment is made by or on behalf of any Indemnifying Party to any Indemnified Party in connection with any Third Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party as to any events or circumstances in respect of which such Indemnified Party may have any right, defense or claim relating to such Third Third-Party Claim against any claimant or plaintiff asserting such Third Third-Party Claim or against any other Person. Such Indemnified Party shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (c) In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the parties Parties shall endeavor to substitute the Indemnifying Party for the named defendant defendant, if they conclude that substitution is desirable and practicalat all practicable. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this section, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlementArticle IV.

Additional Matters. Indemnification payments in respect (a) Any claim on account of any Liabilities for a Liability which an Indemnified does not result from a Third Party is entitled to indemnification under this Section 12.5 Claim shall be paid asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party to shall have a period of 30 days after the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount receipt of such indemnification notice within which to respond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, including documentation with respect such Indemnitee shall be free to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of pursue such Liabilities. The indemnities contained in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made remedies as may be available to such party as contemplated by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and the Ancillary Agreements. (ivb) In the sale or other transfer by any party event of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Personperson. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense (including allocated costs of in-house counsel and other personnel) of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (c) In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant, add the Indemnifying Party as a named defendant if they conclude that substitution is desirable and practicalat all practicable. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this sectionsection and subject to Section 4.4 with respect to Contingent Liabilities, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ ' fees, experts experts' fees and all other external expenses, and the allocated costs of in-house counsel and other personnel), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement.

Additional Matters. Indemnification payments in respect (a) Any claim on account of any Liabilities for which an Indemnified a Liability that does not result from a Third-Party is entitled to indemnification under this Section 12.5 Claim shall be paid asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of 30 days after the receipt of such notice within which to the Indemnified respond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such Party as such Liabilities are incurred upon demand contemplated by this Agreement. (b) In the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount event of such indemnification payment, including documentation with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities contained in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and (iv) the sale or other transfer by any party of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Third-Party Claim against any claimant or plaintiff asserting such Third Third-Party Claim or against any other Person. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (c) In the event of an Action relating to a Liability that has been allocated to an Indemnifying Party pursuant to the terms of this Agreement or any Ancillary Agreement in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the parties Parties shall endeavor to substitute the Indemnifying Party for the named defendant or add the Indemnifying Party as an additional named defendant, if they conclude that substitution is desirable and practicalat all practicable. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this sectionSection, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts experts, fees and all other external expenses), the costs of any judgment or settlement, settlement and the cost of any interest or penalties relating to any judgment or settlement.

Additional Matters. (a) Indemnification or contribution payments in respect of any Liabilities for which an Indemnified Party is entitled to indemnification or contribution under this Section 12.5 Article V shall be paid by the Indemnifying Party to the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification or contribution payment, including documentation with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities indemnity and contribution agreements contained in this Section 12.5 Article V shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; Party and (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification or contribution hereunder; . (iiib) any termination of Any claim for indemnification under this Agreement which does not result from a Third Party Claim shall be asserted by written notice given by the Indemnified Party to the applicable Indemnifying Party describing such claim in reasonable detail and including copies of all notices and documents (including court papers) received by the Indemnified Party relating to such claim. Such Indemnifying Party shall have a period of thirty (30) days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such thirty (30)-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such thirty (30)-day period or any PSA; rejects such claim in whole or in part, such Indemnified Party shall be free to pursue such remedies as may be available to such party as contemplated by this Agreement and the other Transaction Documents without prejudice to its continuing rights to pursue indemnification or contribution hereunder. (ivc) the sale or other transfer by any party of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party as to any events or circumstances in respect of which such Indemnified Party may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnified Party shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (d) In an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant if they conclude that substitution is desirable and practical. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this sectionSection 5.7(d), and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement. (e) For all Tax purposes, Pinnacle and OpCo agree to treat (i) any payment required by this Agreement (other than payments with respect to interest accruing after the Time of Distribution) as either a contribution by Pinnacle to OpCo or a distribution by OpCo to Pinnacle, as the case may be, occurring immediately prior to the Time of Distribution or as a payment of an assumed or retained Liability, and (ii) any payment of interest as taxable or deductible, as the case may be, to the party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in either case except as otherwise required by applicable Law.

Additional Matters. Indemnification payments in respect (a) Any claim on account of any Liabilities for which a Liability that does not result from a Third-Party Claim shall be asserted by prompt written notice given by the Indemnitee to the applicable Indemnifying Party. Any failure by an Indemnified Party is entitled Indemnitee to give notice shall not relieve the Indemnifying Party’s indemnification obligations under this Section 12.5 shall be paid by Agreement, except to the extent that the Indemnifying Party to shall have been actually prejudiced by such failure. (b) In the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount event of such indemnification payment, including documentation with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities contained in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and (iv) the sale or other transfer by any party of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Third-Party Claim against any claimant or plaintiff asserting such Third Third-Party Claim or against any other Person. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. In . (c) For the avoidance of doubt, Liabilities incurred by an Action Indemnitee pursuant to a contractual indemnification or similar obligation granted to a third party in which respect of Liabilities otherwise indemnifiable under Section 6.02 or Section 6.03 shall be indemnifiable thereunder to the Indemnifying Party is not a named defendant, if either same extent that the Indemnified Party underlying Liabilities would have been indemnifiable under Section 6.02 or Indemnifying Party shall so requestSection 6.03. (d) To the maximum extent permitted by applicable Law, the parties rights to recovery of each Party’s Subsidiaries in respect of any past, present or future Action are hereby delegated to such Party. It is the intent of the Parties that the foregoing delegation shall endeavor satisfy any Law requiring such delegation to substitute be effected pursuant to a power of attorney or similar instrument. The Parties and their respective Subsidiaries shall execute such further instruments or documents as may be necessary to effect such delegation. (e) Each of Parent and SpinCo hereby agrees that with respect to any Third-Party Claim or Action pending as of the Indemnifying Party for Distribution Date or commenced following the Distribution Date, in each case that (x) has named as a defendant if they conclude that substitution is desirable and practical. If such substitution one or addition cannot be achieved for any reason more members of the SpinCo Group but otherwise relates only to the Parent Business or is not requested(y) has named as a defendant one or more members of the Parent Group but otherwise relates only to the SpinCo Business, the named Parties shall use reasonable best efforts, each at its own expense, to cause each such nominal defendant shall allow the Indemnifying to be removed as a defendant from such Third-Party to manage the Action Claim or Action, as set forth in this section, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action soon as reasonably practicable (including using reasonable best efforts to petition the applicable court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expensesor counterparty to remove each such nominal defendant), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement.

Additional Matters. Indemnification payments in respect (a) Any claim on account of any Liabilities for which a Liability that does not result from a Third-Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party. Any failure by an Indemnified Party is entitled Indemnitee to give notice shall not relieve the Indemnifying Party’s indemnification obligations under this Section 12.5 shall be paid by Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. Such Indemnifying Party shall have a period of sixty (60) days after the receipt of such notice within which to the Indemnified respond thereto. If such Indemnifying Party does not respond within such 60-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such sixty-day (60-day) period, or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such Party as such Liabilities are incurred upon demand contemplated by this Agreement. (b) In the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount event of such indemnification payment, including documentation with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities contained in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and (iv) the sale or other transfer by any party of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Third-Party Claim against any claimant or plaintiff asserting such Third Third-Party Claim or against any other Person. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. In an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant if they conclude that substitution is desirable and practical. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this section, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement.

Additional Matters. Indemnification payments in respect (a) Any claim on account of any Liabilities for which an Indemnified a Liability that does not result from a Third Party is entitled to indemnification under this Section 12.5 Claim shall be paid asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party to shall have a period of 30 days after the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount receipt of such indemnification notice within which to respond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, including documentation with respect such Indemnitee shall be free to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of pursue such Liabilities. The indemnities contained in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made remedies as may be available to such party as contemplated by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and the Ancillary Agreements. (ivb) In the sale or other transfer by any party event of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (c) In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party Indemnitee or Indemnifying Party shall so request, the parties Parties shall endeavor to substitute the Indemnifying Party for the, or add the Indemnifying Party as an additional, named defendant defendant, if they conclude that substitution is desirable and practicalat all practicable. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this sectionSection, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts experts’ fees and all other external expenses), the costs of any judgment or settlement, settlement and the cost of any interest or penalties relating to any judgment or settlement.

Additional Matters. Indemnification payments in respect (a) Any claim on account of any Liabilities for which a Liability that does not result from a Third-Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party. Any failure by an Indemnified Party is entitled Indemnitee to give notice shall not relieve the Indemnifying Party’s indemnification obligations under this Section 12.5 shall be paid by Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. Such Indemnifying Party shall have a period of sixty (60) days after the receipt of such notice within which to the Indemnified respond thereto. If such Indemnifying Party does not respond within such 60-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such sixty-day (60-day) period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such Party as such Liabilities are incurred upon demand contemplated by this Agreement. (b) In the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount event of such indemnification payment, including documentation with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities contained in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and (iv) the sale or other transfer by any party of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Third-Party Claim against any claimant or plaintiff asserting such Third Third-Party Claim or against any other Person. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. In an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant if they conclude that substitution is desirable and practical. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this section, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement.

Additional Matters. Indemnification payments in respect (a) Any claim on account of any Liabilities for which an Indemnified a Liability that does not result from a Third Party is entitled to indemnification under this Section 12.5 Claim shall be paid asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of 30 days after the receipt of such notice within which to the Indemnified respond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such Party as such Liabilities are incurred upon demand contemplated by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification payment, including documentation with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities contained in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and the Ancillary Agreements. (ivb) In the sale or other transfer by any party event of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (c) In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party Indemnitee or Indemnifying Party shall so request, the parties Parties shall endeavor to substitute the Indemnifying Party for the, or add the Indemnifying Party as an additional, named defendant defendant, if they conclude that substitution is desirable and practicalat all practicable. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this sectionSection, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts experts’ fees and all other external expenses), the costs of any judgment or settlement, settlement and the cost of any interest or penalties relating to any judgment or settlement.

Additional Matters. Indemnification payments in respect 9.4.1 Any claim on account of any Liabilities for a Loss which an Indemnified does not result from a Third Party is entitled to indemnification under this Section 12.5 Claim shall be paid asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party to shall have a period of thirty (30) days after the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount receipt of such indemnification payment, including documentation with respect notice within which to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities contained in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and (iv) the sale or other transfer by any party of any assets or businesses or the assignment by it of any liabilitiesrespond thereto. If such Indemnifying Party does not respond within such thirty (30) day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such thirty (30) day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such Indemnitee as contemplated by this Agreement. 9.4.2 In the event of payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . 9.4.3 In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party Indemnitee or Indemnifying Party shall so request, the parties Parties shall endeavor to substitute the Indemnifying Party for the named defendant or otherwise hold the Indemnifying Party as party thereto, if they conclude that substitution is desirable and practicalat all practicable. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this sectionSection, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts experts’ fees and all other external expenses), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlementsettlement with respect to such Third Party Claim.

Additional Matters. Indemnification payments in respect (a) Any claim on account of any Liabilities for a Liability which an Indemnified does not result from a Third Party is entitled to indemnification under this Section 12.5 Claim shall be paid asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party to shall have a period of 30 days after the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount receipt of such indemnification notice within which to respond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, including documentation with respect such Indemnitee shall be free to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of pursue such Liabilities. The indemnities contained in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made remedies as may be available to such party as contemplated by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and the Ancillary Agreements. (ivb) In the sale or other transfer by any party event of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (c) In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party Indemnitee or Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant or, in the case of a Shared Contingent Liability, add the Indemnifying Party as a named defendant, if they conclude that substitution is desirable and practicalat all practicable. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this sectionSection, subject to Section 5.04 with respect to Shared Contingent Liabilities, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ ' fees, experts fees and all other external expenses), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement.

Additional Matters. (a) Indemnification payments in respect of any Liabilities for which an Indemnified Party Indemnitee is entitled to indemnification under this Section 12.5 Article IV shall be paid by the Indemnifying Party to the Indemnified Party Indemnitee as such Liabilities are incurred upon demand by the Indemnified PartyIndemnitee, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification payment, including documentation with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities indemnity agreements contained in this Section 12.5 Article IV shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; Indemnitee, (ii) the knowledge by the Indemnified Party Indemnitee of Liabilities for which it might be entitled to indemnification hereunder; hereunder and (iii) any termination of this Agreement or any PSA; and Agreement. (ivb) Any claim on account of a Liability which does not result from a Third-Party Claim shall be asserted by written notice given by the sale or other transfer by any party Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of any assets or businesses or thirty (30) days after the assignment by it receipt of any liabilitiessuch notice within which to respond thereto. If such Indemnifying Party does not respond within such thirty (30)-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such thirty (30)-day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such party as contemplated by this Agreement and the Ancillary Agreements. (c) In the event of payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Third-Party Claim against any claimant or plaintiff asserting such Third Third-Party Claim or against any other Person. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (d) In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party Indemnitee or Indemnifying Party shall so request, the parties Parties shall endeavor to substitute the Indemnifying Party for the named defendant if they conclude that substitution is desirable and practicaldefendant. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this sectionSection 4.6, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement. (e) For all claims as to which indemnification or contribution is provided under this Article IV, other than Third-Party Claims (as to which Section 4.5 shall apply), the reasonable fees and expenses of counsel to the Indemnitee for the enforcement of the indemnity obligations shall be borne by the Indemnifying Party.

Additional Matters. (a) Indemnification payments in respect of any Liabilities for which an Indemnified Party Indemnitee is entitled to indemnification under this Section 12.5 Article V shall be paid by the Indemnifying Party to the Indemnified Party Indemnitee as such Liabilities are incurred upon demand by the Indemnified PartyIndemnitee, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification payment, including documentation with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities contained THE COVENANTS AND OBLIGATIONS CONTAINED IN THIS ARTICLE V SHALL REMAIN OPERATIVE AND IN FULL FORCE AND EFFECT, REGARDLESS OF (I) ANY INVESTIGATION MADE BY OR ON BEHALF OF ANY INDEMNITEE AND (II) THE KNOWLEDGE BY THE INDEMNITEE OF LIABILITIES FOR WHICH IT MIGHT BE ENTITLED TO INDEMNIFICATION HEREUNDER. (b) Any claim on account of a Liability that does not result from a Third-Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of thirty (30) days after the receipt of such notice within which to respond thereto. If after such thirty (30)-day period, such claim is not resolved, Indemnitee shall be free to pursue such remedies as may be available to such party as contemplated by this Agreement and the Specified Ancillary Agreements. Notwithstanding the foregoing, the failure of an Indemnitee to provide notice in accordance with this Section 12.5 5.6(b) shall remain operative and in full force and effectnot relieve an Indemnifying Party of its indemnification obligations under this Agreement, regardless of (i) any investigation made by or on behalf of any Indemnified Party; (ii) except to the knowledge extent to which the Indemnifying Party shall demonstrate that it was materially prejudiced by the Indemnified Party Indemnitee’s failure to provide notice in accordance with this Section 5.6(b). (c) In the event of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and (iv) the sale or other transfer by any party of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Third-Party Claim against any claimant or plaintiff asserting such Third Third-Party Claim or against any other Person. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (d) In the event of an Action for which indemnification is sought pursuant to Section 5.2 or 5.3 and in which the Indemnifying Party is not a named defendant, if either the Indemnified Party Indemnitee or Indemnifying Party shall so request, the parties Parties shall endeavor use commercially reasonable efforts to substitute the Indemnifying Party for the named defendant if they conclude for the portion of the Action related to such indemnification claim. (e) In the event that substitution Delphi Technologies establishes a risk accrual in an amount of at least $1,000,000 with respect to any Third-Party Claim for which Aptiv has sought indemnification pursuant to Section 5.3, Delphi Technologies shall notify Aptiv of the existence and amount of such risk accrual (i.e., when the accrual is desirable and practical. If such substitution or addition cannot be achieved recorded in the financial statements as an accrual for any reason or is not requesteda potential liability), subject to the Parties entering into an appropriate agreement with respect to the confidentiality and/or privilege thereof. (f) Unless otherwise required by applicable Law, the named defendant Parties will treat any indemnity payment made pursuant to this Agreement or any Ancillary Agreement by Aptiv to Delphi Technologies, or vice versa, in the same manner as if such payment were a non-taxable distribution or capital contribution, as the case may be, made immediately prior to the Distribution, except to the extent that Aptiv and Delphi Technologies treat a payment as the settlement of an Intercompany liability; provided, however, that any such payment that is made or received by a Person other than Aptiv or Delphi Technologies, as the case may be, shall allow be treated as if made or received by the Indemnifying payor or the recipient as agent for Aptiv or Delphi Technologies, in each case as appropriate. (g) In the case of any Action involving a matter contemplated by Section 5.15(c), (i) if there is a conflict of interest that under applicable rules of professional conduct would preclude legal counsel for one Party to manage or one of its Subsidiaries representing another Party or one of its Subsidiaries or (ii) if any Third-Party Claim seeks equitable relief that would restrict or limit the Action as set forth in this sectionfuture conduct of the non-responsible Party or one of its Subsidiaries or the business or operations of such non-responsible Party or one of its Subsidiaries, and then the Indemnifying non-responsible Party shall fully indemnify be entitled to retain, at its expense, separate legal counsel to represent its interest and to participate in the named defendant defense, compromise, or settlement of that portion of the Third-Party Claim against all costs that Party or one of defending the Action its Subsidiaries. (including court costsh) THE RELEASES AND INDEMNIFICATION OBLIGATIONS OF THE PARTIES IN THIS AGREEMENT ARE EXPRESSLY INTENDED, sanctions imposed by a courtAND SHALL OPERATE AND BE CONSTRUED, attorneys’ feesTO APPLY EVEN WHERE THE LIABILITIES FOR WHICH THE RELEASE AND/OR INDEMNITY ARE GIVEN ARE CAUSED, experts fees and all other external expenses)IN WHOLE OR IN PART, the costs of any judgment or settlementBY THE SOLE, and the cost of any interest or penalties relating to any judgment or settlementJOINT, JOINT AND SEVERAL, CONCURRENT, CONTRIBUTORY, ACTIVE OR PASSIVE NEGLIGENCE OR THE STRICT LIABILITY OR FAULT OF THE PARTY BEING RELEASED OR INDEMNIFIED.

Additional Matters. (a) Indemnification or contribution payments in respect of any Liabilities for which an Indemnified Party is entitled to indemnification or contribution under this Section 12.5 Article V shall be paid by the Indemnifying Party to the Indemnified Party as such Liabilities are incurred upon reasonable demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification or contribution payment, including documentation with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities indemnity and contribution agreements contained in this Section 12.5 Article V shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; , (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; or contribution hereunder and (iii) any termination of this Agreement. (b) Any claim on account of a Liability which does not result from a Third Party Claim shall be asserted by written notice given by the Indemnified Party to the applicable Indemnifying Party. Such Indemnifying Party shall have a period of thirty (30) days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such thirty (30)-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such thirty (30)-day period or rejects such claim in whole or in part, such Indemnified Party shall be free to pursue such remedies as may be available to such party as contemplated by this Agreement and the other Transaction Documents without prejudice to its continuing rights to pursue indemnification or any PSA; and contribution hereunder. (ivc) the sale or other transfer by any party of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party as to any events or circumstances in respect of which such Indemnified Party may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnified Party shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (d) In an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant if they conclude that substitution is desirable and practical. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this sectionSection 5.7(d), and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement. (e) For all Tax purposes, GGP and Spinco agree to treat (i) any payment required by this Agreement (other than payments with respect to interest accruing after the Effective Time) as either a contribution by GGP to Spinco or a distribution by Spinco to GGP, as the case may be, occurring immediately prior to the Effective Time or as a payment of an assumed or retained Liability, and (ii) any payment of interest as taxable or deductible, as the case may be, to the party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in either case except as otherwise required by applicable Law.

Additional Matters. Indemnification payments in respect (a) Any claim on account of any Liabilities for a Liability or related loss which an Indemnified does not result from a Third Party is entitled to indemnification under this Section 12.5 Claim shall be paid asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party to shall have a period of thirty (30) days after the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount receipt of such indemnification notice within which to respond thereto. If such Indemnifying Party does not respond within such sixty (60) day period, such Indemnifying Party shall be deemed to have accepted responsibility to make payment. If such Indemnifying Party rejects such claim in whole or in part, including documentation with respect such Indemnitee shall be free to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of pursue such Liabilities. The indemnities contained in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made remedies as may be available to such party as contemplated by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and the Ancillary Agreements. (ivb) In the sale or other transfer by any party event of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Personperson. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense (including allocated costs of in-house counsel and other in-house personnel) of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (c) In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the parties Parties shall endeavor to substitute the Indemnifying Party for the named defendant, and add the Indemnifying Party as a named defendant if they conclude that substitution is desirable and practicalat all practicable. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this sectionsection and subject to Section 5.5 with respect to Liabilities, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts experts’ fees and all other external expenses, and the allocated costs of in- house counsel and other in-house personnel), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement.

Additional Matters. (a) Indemnification or contribution payments in respect of any Liabilities for which an Indemnified Party is entitled to indemnification or contribution under this Section 12.5 Article V shall be paid by the Indemnifying Party to the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification or contribution payment, including documentation with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds and/or recoveries from third parties that actually reduce the amount of such LiabilitiesLiabilities and/or Tax Benefits actually recovered or Tax Costs actually incurred; provided, that no Indemnifying Party shall be entitled to condition, delay or withhold any payment pending claim for, or receipt of, any Insurance Proceeds and/or recoveries from third parties or actual recovery of any Tax Benefits or actual incurrence of Tax Costs. The indemnities indemnity and contribution agreements contained in this Section 12.5 Article V shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; Party and (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification or contribution hereunder; . (iiib) any termination of Any claim for indemnification under this Agreement which does not result from a Third Party Claim shall be asserted by written notice given by the Indemnified Party to the applicable Indemnifying Party. Such Indemnifying Party shall have a period of thirty (30) days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such thirty (30)-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such thirty (30)-day period or any PSA; and rejects such claim in whole or in part, such Indemnified Party, shall be free to pursue such remedies as may be available to such party as contemplated by this Agreement without prejudice to its continuing rights to pursue indemnification or contribution hereunder. (ivc) the sale or other transfer by any party of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party as to any events or circumstances in respect of which such Indemnified Party may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnified Party shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. In an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant if they conclude that substitution is desirable and practical. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this section, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement.

Additional Matters. Indemnification payments in respect (a) Any claim on account of any Liabilities for a Loss which an Indemnified does not result from a Third Party is entitled to indemnification under this Section 12.5 Claim shall be paid asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party to shall have a period of thirty (30) days after the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount receipt of such indemnification payment, including documentation with respect notice within which to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities contained in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and (iv) the sale or other transfer by any party of any assets or businesses or the assignment by it of any liabilitiesrespond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such Indemnitee as contemplated by this Agreement. (b) In the event of payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (c) In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party Indemnitee or Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant or otherwise hold the Indemnifying Party as party thereto, if they conclude that substitution is desirable and practicalat all practicable. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this sectionSection, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlementsettlement with respect to such Third Party Claim.

Additional Matters. Indemnification payments in respect (a) Any claim on account of any Liabilities for which an Indemnified Indemnifiable Loss that does not result from a Third Party is entitled to indemnification under this Section 12.5 Claim shall be paid asserted by written notice given by the Indemnitee to the related Indemnifying Party, which notice shall be given promptly after the Indemnitee shall receive actual notice of such Indemnifiable Loss (and in any event not more than 30 days after receiving such actual notice of such Indemnifiable Loss). Such Indemnifying Party shall have a period of 30 days after the receipt of such notice within which to the Indemnified respond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have agreed to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such Party as contemplated by this Agreement and the Ancillary Agreements. Any such Liabilities are incurred upon demand by notice shall describe the Indemnified Partyclaimed Indemnifiable Loss in reasonable detail, including reasonably satisfactory documentation setting forth the basis for including, if known, the amount of such the Indemnifiable Loss for which indemnification paymentmay be available or a good faith estimate thereof. Notwithstanding the foregoing, including documentation with respect to calculations made on an After-Tax Basis and consideration the failure of any Insurance Proceeds that actually reduce Indemnitee or other person to give notice within the amount of such Liabilities. The indemnities contained 30-day period as provided in this Section 12.5 4.7(a) shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; (ii) not relieve the knowledge by the Indemnified related Indemnifying Party of Liabilities for which it might be entitled its obligations under this Article IV, except to indemnification hereunder; the extent that such Indemnifying Party is actually prejudiced by such failure to give notice within such 30-day period. (iiib) any termination In the event of this Agreement or any PSA; and (iv) the sale or other transfer by any party of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Personperson. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. In an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant if they conclude that substitution is desirable and practical. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this section. (c) LFCM shall, and shall cause the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costsother LFCM Indemnitees to, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlementLazard Group shall, and shall cause the cost of any interest or penalties relating other Lazard Group Indemnitees to, and LAZ-MD shall, and shall cause the other LAZ-MD Indemnitees to, make available to each other, their counsel and other representatives, all information and documents reasonably available to them that relate to any judgment or settlementThird Party Claim, and otherwise cooperate as may reasonably be required in connection with the investigation, defense and settlement thereof, subject to the terms and conditions of a mutually acceptable joint defense agreement.

Additional Matters. Indemnification payments in respect (a) Any claim on account of any Liabilities for which an Indemnified a Liability that does not result from a Third-Party is entitled to indemnification under this Section 12.5 Claim shall be paid asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of 30 days after the receipt of such notice within which to the Indemnified respond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such Party as such Liabilities are incurred upon demand contemplated by this Agreement. (b) In the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount event of such indemnification payment, including documentation with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities contained in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and (iv) the sale or other transfer by any party of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Third-Party Claim against any claimant or plaintiff asserting such Third Third-Party Claim or against any other Person. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (c) In the event of an Action relating to a Liability that has been allocated to an Indemnifying Party pursuant to the terms of this Agreement in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the parties Parties shall endeavor to substitute the Indemnifying Party for the named defendant or add the Indemnifying Party as an additional named defendant, if they conclude that substitution is desirable and practicalat all practicable. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this sectionSection, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts experts, fees and all other external expenses), the costs of any judgment or settlement, settlement and the cost of any interest or penalties relating to any judgment or settlement.

Additional Matters. (a) Indemnification payments in respect of any Liabilities for which an Indemnified Party Indemnitee is entitled to indemnification under this Section 12.5 Article III shall be paid by the Indemnifying Party to the Indemnified Party Indemnitee as such Liabilities are incurred upon demand by the Indemnified PartyIndemnitee, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification payment, including documentation with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities contained THE COVENANTS AND OBLIGATIONS CONTAINED IN THIS ARTICLE III SHALL REMAIN OPERATIVE AND IN FULL FORCE AND EFFECT, REGARDLESS OF (I) ANY INVESTIGATION MADE BY OR ON BEHALF OF ANY INDEMNITEE AND (II) THE KNOWLEDGE BY THE INDEMNITEE OF LIABILITIES FOR WHICH IT MIGHT BE ENTITLED TO INDEMNIFICATION HEREUNDER. (b) Any claim on account of a Liability that does not result from a Third-Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of thirty (30) days after the receipt of such notice within which to respond thereto. If after such thirty (30)-day period, such claim is not resolved, Indemnitee shall be free to pursue such remedies as may be available to such party as contemplated by this Agreement. Notwithstanding the foregoing, the failure of an Indemnitee to provide notice in accordance with this Section 12.5 3.6(b) shall remain operative and in full force and effectnot relieve an Indemnifying Party of its indemnification obligations under this Agreement, regardless of (i) any investigation made by or on behalf of any Indemnified Party; (ii) except to the knowledge extent to which the Indemnifying Party shall demonstrate that it was materially prejudiced by the Indemnified Party Indemnitee’s failure to provide notice in accordance with this Section 3.6(b). (c) In the event of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and (iv) the sale or other transfer by any party of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Third-Party Claim against any claimant or plaintiff asserting such Third Third-Party Claim or against any other Person. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (d) In the event of an Action for which indemnification is sought pursuant to Section 3.2 or 3.3 and in which the Indemnifying Party is not a named defendant, if either the Indemnified Party Indemnitee or Indemnifying Party shall so request, the parties Parties shall endeavor use commercially reasonable efforts to substitute the Indemnifying Party for the named defendant if they conclude for the portion of the Action related to such indemnification claim. (e) In the event that substitution TFMC or TEN establishes a risk accrual in an amount of at least $1,000,000 with respect to any Third-Party Claim for which such Party has indemnified the other Party pursuant to Section 3.2 or Section 3.3, as applicable, it shall notify the other Party of the existence and amount of such risk accrual (i.e., when the accrual is desirable and practical. If such substitution or addition cannot be achieved recorded in the financial statements as an accrual for any reason or is not requesteda potential liability), subject to the Parties entering into an appropriate agreement with respect to the confidentiality and/or privilege thereof. (f) Unless otherwise required by applicable Law, the named defendant shall allow Parties will treat any indemnity payment made pursuant to this Agreement or any Ancillary Agreement by TFMC to TEN, or vice versa, in the Indemnifying Party same manner as if such payment were a non-taxable distribution or capital contribution, as the case may be, made immediately prior to manage the Action Distribution, except to the extent that TFMC and TEN treat a payment as set forth in this sectionthe settlement of an Intercompany liability; provided, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costshowever, sanctions imposed that any such payment that is made or received by a courtPerson other than TFMC or TEN, attorneys’ feesas the case may be, experts fees and all other external expenses)shall be treated as if made or received by the payor or the recipient as agent for TFMC or TEN, the costs of any judgment or settlementin each case as appropriate. (g) THE RELEASES AND INDEMNIFICATION OBLIGATIONS OF THE PARTIES IN THIS AGREEMENT ARE EXPRESSLY INTENDED, and the cost of any interest or penalties relating to any judgment or settlementAND SHALL OPERATE AND BE CONSTRUED, TO APPLY EVEN WHERE THE LIABILITIES FOR WHICH THE RELEASE AND/OR INDEMNITY ARE GIVEN ARE CAUSED, IN WHOLE OR IN PART, BY THE SOLE, JOINT, JOINT AND SEVERAL, CONCURRENT, CONTRIBUTORY, ACTIVE OR PASSIVE NEGLIGENCE OR THE STRICT LIABILITY OR FAULT OF THE PARTY BEING RELEASED OR INDEMNIFIED.

Additional Matters. (a) Indemnification payments in respect of any Liabilities for which an Indemnified Party Indemnitee is entitled to indemnification under this Section 12.5 Article V shall be paid by the Indemnifying Party to the Indemnified Party Indemnitee as such Liabilities are incurred upon demand by the Indemnified PartyIndemnitee, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification payment, including documentation with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities indemnity agreements contained in this Section 12.5 Article V shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; Indemnitee, (ii) the knowledge by the Indemnified Party Indemnitee of Liabilities for which it might be entitled to indemnification hereunder; hereunder and (iii) any termination of this Agreement or any PSA; and Agreement. (ivb) Any claim on account of a Liability which does not result from a Third-Party Claim shall be asserted by written notice given by the sale or other transfer by any party Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of any assets or businesses or 30 days after the assignment by it receipt of any liabilitiessuch notice within which to respond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such party as contemplated by this Agreement and the Ancillary Agreements. (c) In the event of payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Third-Party Claim against any claimant or plaintiff asserting such Third Third-Party Claim or against any other Person. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (d) In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party Indemnitee or Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant if they conclude that substitution is desirable and practicaldefendant. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this section, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement.

Additional Matters. Indemnification payments in respect (a) Any claim on account of any Liabilities for a Liability which an Indemnified does not result from a Third Party is entitled to indemnification under this Section 12.5 Claim shall be paid asserted by written notice given by the Indemnitee to the Indemnifying Party. Such Indemnifying Party to shall have a period of thirty (30) days after the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount receipt of such indemnification payment, including documentation with respect notice within which to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities contained in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and (iv) the sale or other transfer by any party of any assets or businesses or the assignment by it of any liabilitiesrespond thereto. If such Indemnifying Party does not respond within such thirty (30)-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such thirty (30)-day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such party as contemplated by this Agreement. (b) In the event of payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any the right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Personperson. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense (including allocated costs of in-house counsel and other personnel) of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (c) In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party Indemnitee or Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant if they conclude that substitution is desirable and practicaldefendant. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this section, Section and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ ' fees, experts experts' fees and all other external expenses, and the allocated costs of in-house counsel and other personnel), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement.

Additional Matters. Indemnification payments in respect (a) Any claim on account of any Liabilities for which an Indemnified a Liability that does not result from a Third-Party is entitled to indemnification under this Section 12.5 Claim shall be paid timely asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party to shall have a period of 30 days after the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount receipt of such indemnification notice within which to respond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, including documentation with respect such Indemnitee shall be free to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities contained in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made pursue remedies as specified by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and the Ancillary Agreements. (ivb) In the sale or other transfer by any party event of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Third-Party Claim against any claimant or plaintiff asserting such Third Third-Party Claim or against any other Person. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (c) In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party Indemnitee or the Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant defendant, if they conclude that substitution is desirable and practicalreasonably practicable. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this section, Agreement and the Litigation Management Agreement and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts experts’ fees and all other external expenses, and the allocated costs of in-house counsel and other personnel), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement.

Additional Matters. Indemnification payments in respect (a) Any claim on account of any Liabilities for a Liability which an Indemnified does not result from a Third-Party is entitled to indemnification under this Section 12.5 Claim shall be paid asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party to shall have a period of thirty (30) days after the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount receipt of such indemnification notice within which to respond thereto. If such Indemnifying Party does not respond within such sixty (60) day period, such Indemnifying Party shall be deemed to have accepted responsibility to make payment. If such Indemnifying Party rejects such claim in whole or in part, including documentation with respect such Indemnitee shall be free to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of pursue such Liabilities. The indemnities contained in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made remedies as may be available to such party as contemplated by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and the Ancillary Agreements. (ivb) In the sale or other transfer by any party event of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Third-Party Claim against any claimant or plaintiff asserting such Third Third-Party Claim or against any other Personperson. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense (including allocated costs of in-house counsel and other in-house personnel) of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (c) In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the parties Parties shall endeavor to substitute the Indemnifying Party for the named defendant, and add the Indemnifying Party as a named defendant if they conclude that substitution is desirable and practicalat all practicable. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this sectionsection and subject to Section 5.5 with respect to Liabilities, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts experts’ fees and all other external expenses, and the allocated costs of in- house counsel and other in-house personnel), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement.

Additional Matters. (a) Indemnification payments in respect of any Liabilities for which an Indemnified Party Indemnitee is entitled to indemnification under this Section 12.5 Article V shall be paid by the Indemnifying Party to the Indemnified Party Indemnitee as such Liabilities are incurred upon demand by the Indemnified PartyIndemnitee, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification payment, including documentation with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities contained THE COVENANTS AND OBLIGATIONS CONTAINED IN THIS ARTICLE V SHALL REMAIN OPERATIVE AND IN FULL FORCE AND EFFECT, REGARDLESS OF (I) ANY INVESTIGATION MADE BY OR ON BEHALF OF ANY INDEMNITEE AND (II) THE KNOWLEDGE BY THE INDEMNITEE OF LIABILITIES FOR WHICH IT MIGHT BE ENTITLED TO INDEMNIFICATION HEREUNDER. (b) Any claim on account of a Liability that does not result from a Third-Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of thirty (30) days after the receipt of such notice within which to respond thereto. If after such thirty (30)-day period, such claim is not resolved, Indemnitee shall be free to pursue such remedies as may be available to such party as contemplated by this Agreement and the Specified Ancillary Agreements. Notwithstanding the foregoing, the failure of an Indemnitee to provide notice in accordance with this Section 12.5 5.6(b) shall remain operative and in full force and effectnot relieve an Indemnifying Party of its indemnification obligations under this Agreement, regardless of (i) any investigation made by or on behalf of any Indemnified Party; (ii) except to the knowledge extent to which the Indemnifying Party shall demonstrate that it was materially prejudiced by the Indemnified Party Indemnitee’s failure to provide notice in accordance with this Section 5.6(b). (c) In the event of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and (iv) the sale or other transfer by any party of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Third-Party Claim against any claimant or plaintiff asserting such Third Third-Party Claim or against any other Person. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (d) In the event of an Action for which indemnification is sought pursuant to Section 5.2 or 5.3 and in which the Indemnifying Party is not a named defendant, if either the Indemnified Party Indemnitee or Indemnifying Party shall so request, the parties Parties shall endeavor use commercially reasonable efforts to substitute the Indemnifying Party for the named defendant if they conclude for the portion of the Action related to such indemnification claim. (e) In the event that substitution either Party establishes a risk accrual in an amount of at least $1,000,000 with respect to any Third-Party Claim for which the other Party has sought indemnification pursuant to Section 5.3, such Party shall notify the other Party of the existence and amount of such risk accrual (i.e., when the accrual is desirable and practical. If such substitution or addition cannot be achieved recorded in the financial statements as an accrual for any reason or is not requesteda potential liability), subject to the Parties entering into an appropriate agreement with respect to the confidentiality and/or privilege thereof. (f) Unless otherwise required by applicable Law, the named defendant Parties will treat any indemnity payment made pursuant to this Agreement or any Ancillary Agreement by HHH to Seaport Entertainment, or vice versa, in the same manner as if such payment were a non-taxable distribution or capital contribution, as the case may be, made immediately prior to the Distribution, except to the extent that HHH and Seaport Entertainment treat a payment as the settlement of an Intercompany liability; provided, however, that any such payment that is made or received by a Person other than HHH or Seaport Entertainment, as the case may be, shall allow be treated as if made or received by the Indemnifying payor or the recipient as agent for HHH or Seaport Entertainment, in each case as appropriate. (g) In the case of any Action involving a matter contemplated by Section 5.15(c), (i) if there is a conflict of interest that under applicable rules of professional conduct would preclude legal counsel for one Party to manage or one of its Subsidiaries representing another Party or one of its Subsidiaries or (ii) if any Third-Party Claim seeks equitable relief that would restrict or limit the Action as set forth in this sectionfuture conduct of the non-responsible Party or one of its Subsidiaries or the business or operations of such non-responsible Party or one of its Subsidiaries, and then the Indemnifying non-responsible Party shall fully indemnify be entitled to retain, at its expense, separate legal counsel to represent its interest and to participate in the named defendant defense, compromise, or settlement of that portion of the Third-Party Claim against all costs that Party or one of defending the Action its Subsidiaries. (including court costsh) THE RELEASES AND INDEMNIFICATION OBLIGATIONS OF THE PARTIES IN THIS AGREEMENT ARE EXPRESSLY INTENDED, sanctions imposed by a courtAND SHALL OPERATE AND BE CONSTRUED, attorneys’ feesTO APPLY EVEN WHERE THE LIABILITIES FOR WHICH THE RELEASE AND/OR INDEMNITY ARE GIVEN ARE CAUSED, experts fees and all other external expenses)IN WHOLE OR IN PART, the costs of any judgment or settlementBY THE SOLE, and the cost of any interest or penalties relating to any judgment or settlementJOINT, JOINT AND SEVERAL, CONCURRENT, CONTRIBUTORY, ACTIVE OR PASSIVE NEGLIGENCE OR THE STRICT LIABILITY OR FAULT OF THE PARTY BEING RELEASED OR INDEMNIFIED.

Additional Matters. Indemnification payments in respect (a) Any claim on account of any Liabilities for a Liability which an Indemnified does not result from a Third Party is entitled to indemnification under this Section 12.5 Claim shall be paid asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party to shall have a period of 30 days after the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount receipt of such indemnification notice within which to respond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, including documentation with respect such Indemnitee shall be free to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of pursue such Liabilities. The indemnities contained in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made remedies as may be available to such party as contemplated by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and the Ancillary Agreements. (ivb) In the sale or other transfer by any party event of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Personperson. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense (including allocated costs of in-house counsel and other personnel) of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (c) In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant if they conclude that substitution is desirable and practicaldefendant. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this section, Section and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ ' fees, experts experts' fees and all other external expenses, and the allocated costs of in-house counsel and other personnel), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement.

Additional Matters. (a) Indemnification payments in respect of any Liabilities for which an Indemnified Party Indemnitee is entitled to indemnification under this Section 12.5 Article V shall be paid by the Indemnifying Party to the Indemnified Party Indemnitee as such Liabilities are incurred upon demand by the Indemnified PartyIndemnitee, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification payment, including documentation with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities contained in this Section 12.5 THE COVENANTS AND OBLIGATIONS CONTAINED IN THIS ARTICLE V SHALL REMAIN OPERATIVE AND IN FULL FORCE AND EFFECT, REGARDLESS OF (I) ANY INVESTIGATION MADE BY OR ON BEHALF OF ANY INDEMNITEE AND (II) THE KNOWLEDGE BY THE INDEMNITEE OF LIABILITIES FOR WHICH IT MIGHT BE ENTITLED TO INDEMNIFICATION HEREUNDER. (b) Any claim on account of a Liability that does not result from a Third-Party Claim (a “Direct Claim”) shall remain operative and in full force and effect, regardless be asserted by written notice given by the Indemnitee to the related Indemnifying Party as soon as reasonably practicable after the Indemnitee becomes aware of such Direct Claim. Such notice shall describe (i) any investigation made by or on behalf of any Indemnified Party; the Direct Claim in reasonable detail, (ii) the knowledge by basis for the Indemnified Party claim for indemnification, (iii) to the extent known, the estimated amount of indemnifiable Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; is sought and (iv) to the sale or other transfer by any party extent practicable, the method of any assets or businesses or computation thereof. Such Indemnifying Party shall have a period of forty-five (45) days after the assignment by it receipt of any liabilitiessuch notice within which to respond thereto. If after such forty-five (45)-day period, such claim is not resolved, Indemnitee shall be free to pursue such remedies as may be available to such party as contemplated by this Agreement and the Ancillary Agreements. Notwithstanding the foregoing, the failure of an Indemnitee to provide notice in accordance with the first sentence of this Section 5.6(b) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party shall demonstrate that it was prejudiced by the Indemnitee’s failure to provide notice in accordance with the first sentence of this Section 5.6(b). (c) In the event of payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Third-Party Claim against any claimant or plaintiff asserting such Third Third-Party Claim or against any other Person. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (d) In the event of an Action for which indemnification is sought pursuant to Section 5.2 or 5.3 and in which the Indemnifying Party is not a named defendant, if either the Indemnified Party Indemnitee or Indemnifying Party shall so request, the parties Parties shall endeavor use commercially reasonable efforts to substitute the Indemnifying Party for the named defendant if they conclude that substitution is desirable and practical. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage portion of the Action as set forth related to such indemnification claim. (e) In the event that either Party establishes a risk accrual in this sectionan amount of at least $500,000 with respect to any Third-Party Claim for which the other Party has sought indemnification pursuant to Section 5.2 or Section 5.3, and the Indemnifying such Party shall fully indemnify notify the named defendant against all costs other Party of defending the Action existence and amount of such risk accrual (including court costsi.e., sanctions imposed by when the accrual is recorded in the financial statements as an accrual for a court, attorneys’ fees, experts fees and all other external expensespotential liability), subject to the costs Parties entering into an appropriate agreement with respect to the confidentiality and/or privilege thereof. (f) In the case of any judgment Action involving a matter contemplated by Section 5.14(c), (i) if there is a conflict of interest that under applicable rules of professional conduct would preclude legal counsel for one Party or settlementone of its Subsidiaries representing another Party or one of its Subsidiaries or (ii) if any Third-Party Claim seeks equitable relief that would restrict or limit the future conduct of the non-responsible Party or one of its Subsidiaries or the business or operations of such non-responsible Party or one of its Subsidiaries, then the non-responsible Party shall be entitled to retain, at its sole expense, separate legal counsel to represent its interest and to participate in the cost defense, compromise, or settlement of any interest that portion of the Third-Party Claim against that Party or penalties relating to any judgment or settlementone of its Subsidiaries. (g) THE RELEASES AND INDEMNIFICATION OBLIGATIONS OF THE PARTIES IN THIS AGREEMENT ARE EXPRESSLY INTENDED, AND SHALL OPERATE AND BE CONSTRUED, TO APPLY EVEN WHERE THE LIABILITIES FOR WHICH THE RELEASE AND/OR INDEMNITY ARE GIVEN ARE CAUSED, IN WHOLE OR IN PART, BY THE SOLE, JOINT, JOINT AND SEVERAL, CONCURRENT, CONTRIBUTORY, ACTIVE OR PASSIVE NEGLIGENCE OR THE STRICT LIABILITY OR FAULT OF THE PARTY BEING RELEASED OR INDEMNIFIED.

Additional Matters. (a) Indemnification payments in respect of any Liabilities for which an Indemnified Party Indemnitee is entitled to indemnification under this Section 12.5 10 shall be paid reasonably promptly (but in any event within sixty (60) days of the final determination of the amount that the Indemnitee is entitled to indemnification under this Section 10) by the Indemnifying Party to the Indemnified Party Indemnitee as such Liabilities are incurred upon demand by the Indemnified PartyIndemnitee, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification payment, including documentation with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities contained in this Section 12.5 shall remain operative and in full force and effect, regardless of . (b) If (i) a Party incurs any investigation made by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination Liability arising out of this Agreement or any PSAAncillary Agreement; (ii) an adequate legal or equitable remedy is not available for any reason against the other Party to satisfy the Liability incurred by the incurring Party; and (iviii) a legal or equitable remedy may be available to the sale other Party against a Third Party for such Liability, then the other Party shall use its commercially reasonable efforts to cooperate with the incurring Party, at the incurring Party’s expense, to permit the incurring Party to obtain the benefits of such legal or other transfer by any party of any assets or businesses or equitable remedy against the assignment by it of any liabilities. Third Party. (c) If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Third-Party Claim against any claimant or plaintiff asserting such Third Third-Party Claim or against any other Person. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (d) In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party Indemnitee or Indemnifying Party shall so request, the parties Parties shall endeavor to substitute the Indemnifying Party for the named defendant or otherwise add the Indemnifying Party as party thereto, if they conclude that substitution is desirable and practicalat all practicable. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this sectionSection 10, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlementsettlement with respect to such Third-Party Claim.

Additional Matters. (a) Indemnification or contribution payments in respect of any Liabilities for which an Indemnified Party is entitled to indemnification or contribution under this Section 12.5 Article VI shall be paid by the Indemnifying Party to the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including an obligation to provide reasonably satisfactory documentation setting forth the basis for the amount of such indemnification or contribution payment, including documentation with respect to calculations made on an After-After- Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities indemnity and contribution agreements contained in this Section 12.5 Article VI shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification or contribution hereunder; and (iii) any termination of this Agreement. (b) Any claim on account of a Liability which does not result from a Third- Party Claim shall be asserted by written notice given by the Indemnified Party to the applicable Indemnifying Party. Such Indemnifying Party shall have a period of thirty (30) days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such thirty (30)-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such thirty (30)-day period or rejects such claim in whole or in part, such Indemnified Party shall be free to pursue such remedies as may be available to such party as contemplated by this Agreement and the Transaction Documents without prejudice to its continuing rights to pursue indemnification or any PSA; and contribution hereunder. (ivc) the sale or other transfer by any party of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party in connection with any Third Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party as to any events or circumstances in respect of which such Indemnified Party may have any right, defense or claim relating to such Third Third-Party Claim against any claimant or plaintiff asserting such Third Third-Party Claim or against any other Person. Such Indemnified Party shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (d) In an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant if they conclude that substitution is desirable and practical. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this section, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement. (e) The provisions of this Section 6.8 shall not apply to Taxes and related matters covered under the Tax Allocation Agreement.

Additional Matters. Indemnification payments in respect of any Liabilities for which an Indemnified Party is entitled to indemnification under this Section 12.5 shall be paid by the Indemnifying Party to the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification payment, including documentation (a) Any claim with respect to calculations made on an Aftera Liability that does not result from a Third-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities contained in this Section 12.5 Party Claim shall remain operative and in full force and effect, regardless of (i) any investigation made be asserted by or on behalf of any Indemnified Party; (ii) the knowledge written notice given by the Indemnified Party to the related Indemnifying Party. Such Indemnifying Party shall have a period of Liabilities for 30 days after the receipt of such notice within which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and (iv) the sale or other transfer by any party of any assets or businesses or the assignment by it of any liabilitiesrespond thereto. If such Indemnifying Party does not respond in writing within such 30-day period, such Indemnifying Party shall be deemed to have agreed to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, such Indemnified Party shall be free to pursue such remedies as may be available to such Party as contemplated by this Agreement. (b) In the event of payment is made by or on behalf of any Indemnifying Party to any Indemnified Party in connection with any Third Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party as to any events or circumstances in respect of which such Indemnified Party may have any right, defense or claim relating to such Third Third-Party Claim against any claimant or plaintiff asserting such Third Third-Party Claim or against any other Person. Such Indemnified Party shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (c) In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the parties Parties shall endeavor to substitute the Indemnifying Party for the named defendant defendant, if they conclude that substitution is desirable and practicalat all practicable. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this section, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement.Article X.

Additional Matters. Indemnification payments in respect (a) Any claim on account of any Liabilities for a Loss which an Indemnified does not result from a Third Party is entitled to indemnification under this Section 12.5 Claim shall be paid asserted by written notice given by the Indemnitee to the Indemnifying Party. Any such notice shall describe the claim in reasonable detail. Such Indemnifying Party shall have a period of 30 days after the receipt of such notice within which to the Indemnified respond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such Party as such Liabilities are incurred upon demand contemplated by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification payment, including documentation with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities contained in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and the Ancillary Agreements. (ivb) In the sale or other transfer by any party event of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party as to any events or circumstances Indemnitee in respect of which any rights, defenses or claims of such Indemnified Party may have any right, defense or claim Indemnitee relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other PersonClaim. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party as may reasonably be required in a reasonable manner, and at connection with the cost and expense prosecution of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. , and its reasonable out-of-pocket costs and expenses in connection therewith shall be reimbursed by the Indemnifying Party. (c) In the event of an Action involving a Third Party Claim in which the Indemnifying Party Indemnitee is not a named defendant, if either the Indemnified Party Indemnitee or Indemnifying Party shall so request, the parties Parties shall endeavor to substitute cause the Indemnifying Party for the Indemnitee not to remain a named defendant defendant, if they conclude that substitution is desirable and practical. If such substitution or addition cannot be achieved for any reason or is not requestedreasonably practicable. (d) Except as expressly provided herein, the named defendant indemnity obligations under this Article III shall allow apply notwithstanding any investigation made by or on behalf of any Indemnitee and shall apply without regard to whether the Indemnifying Party Loss for which indemnity is claimed hereunder is based on strict liability, absolute liability or any other theory of liability or arises as an obligation for contribution. (e) THE PARTIES UNDERSTAND AND AGREE THAT THE RELEASE FROM LIABILITIES AND INDEMNIFICATION OBLIGATIONS HEREUNDER AND UNDER THE ANCILLARY AGREEMENTS MAY INCLUDE RELEASE FROM LIABILITIES AND INDEMNIFICATION FOR LOSSES RESULTING FROM, OR ARISING OUT OF, DIRECTLY OR INDIRECTLY AND IN WHOLE OR IN PART, AN INDEMNITEE’S OWN NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL FAULT. (f) Notwithstanding anything herein to manage the Action as set forth in this sectioncontrary, the Parties acknowledge and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action agree that indemnification for Losses (including court costs, sanctions imposed by Taxes) incurred as a court, attorneys’ fees, experts fees and all other external expenses), the costs result of any judgment or settlement, and breach of the cost of any interest or penalties relating to any judgment or settlementTax Sharing Agreement shall be governed by this Article III.

Additional Matters. Indemnification payments in respect (a) Any claim on account of any Liabilities for a Loss which an Indemnified does not result from a Third Party is entitled to indemnification under this Section 12.5 Claim shall be paid asserted by prompt written notice given by the Indemnitee to the Indemnifying Party. Any such notice shall describe the claim in reasonable detail and set forth the Applicable Response Period. Such Indemnifying Party shall respond to such notice within the Indemnified Applicable Response Period. If such Indemnifying Party does not respond within the Applicable Response Period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within the Applicable Response Period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such Party as such Liabilities are incurred upon demand contemplated by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification payment, including documentation with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities contained in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and the Ancillary Agreements. (ivb) In the sale or other transfer by any party event of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Party ClaimClaim not relating to a RemainCo Specified Liability or a SpinCo Specified Liability, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party as to any events or circumstances Indemnitee in respect of which any rights, defenses or claims of such Indemnified Party may have any right, defense or claim Indemnitee against Third Parties relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other PersonClaim. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party as may reasonably be required in a reasonable manner, and at connection with the cost and expense prosecution of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. , and its reasonable out-of-pocket costs and expenses in connection therewith shall be reimbursed by the Indemnifying Party. (c) In the event of an Action involving a Third Party Claim in which the Indemnifying Party Indemnitee is not a named defendant, if either the Indemnified Party Indemnitee or Indemnifying Party shall so request, the parties Parties shall endeavor to substitute the Indemnifying Party for as the named defendant in place of the Indemnitee, so that the Indemnitee does not remain a named defendant, if they conclude that substitution is desirable and practical. If such substitution or addition cannot be achieved for any reason or is not requestedreasonably practicable. (d) Except as expressly provided herein, the named defendant indemnity obligations under this Article III shall allow the Indemnifying Party to manage the Action as set forth in this section, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed apply notwithstanding any investigation made by a court, attorneys’ fees, experts fees and all other external expenses), the costs or on behalf of any judgment Indemnitee and shall apply without regard to whether the Loss for which indemnity is claimed hereunder is based on strict liability, absolute liability or settlementany other theory of liability or arises as an obligation for contribution. (e) THE PARTIES UNDERSTAND AND AGREE THAT THE RELEASE FROM LIABILITIES AND INDEMNIFICATION OBLIGATIONS HEREUNDER AND UNDER THE ANCILLARY AGREEMENTS MAY INCLUDE RELEASE FROM LIABILITIES AND INDEMNIFICATION FOR LOSSES RESULTING FROM, and the cost of any interest or penalties relating to any judgment or settlementOR ARISING OUT OF, DIRECTLY OR INDIRECTLY AND IN WHOLE OR IN PART, AN INDEMNITEE’S OWN NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL FAULT.

Additional Matters. (a) Indemnification or contribution payments in respect of any Liabilities for which an Indemnified Party is entitled to indemnification or contribution under this Section 12.5 Article IV shall be paid by the Indemnifying Party to the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification or contribution payment, including documentation with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities indemnity and contribution agreements contained in this Section 12.5 Article IV shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; , (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; or contribution under this Agreement and (iii) any termination of this Agreement or any PSA; and Agreement. (ivb) Any claim for indemnification under this Article IV other than in respect of a Third Party Claim shall be asserted by written notice given by the sale or other transfer by any party Indemnified Party to the Indemnifying Party. Such Indemnifying Party shall have a period of any assets or businesses or thirty (30) days after the assignment by it receipt of any liabilitiessuch notice within which to respond thereto. If payment such Indemnifying Party does not respond within such thirty (30)-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility for such indemnification obligation. If such Indemnifying Party does not respond within such thirty (30)-day period or rejects such claim in whole or in part, such Indemnified Party shall be free to pursue such remedies as may be available to such party as contemplated by this Agreement and the Transaction Documents, as applicable, without prejudice to its continuing rights to pursue indemnification or contribution under this Agreement. (c) If an Indemnity Payment is made by or on behalf of any Indemnifying Party to any Indemnified Party in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party as to any events or circumstances in respect of which such Indemnified Party may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnified Party shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (d) In an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant if they conclude that substitution is desirable and practical. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this section(to the extent such management is otherwise contemplated herein), and the Indemnifying Party shall (without limiting the rest of this Article IV) fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts experts’ fees and all other external expenses), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement. (e) Notwithstanding anything in this Article IV, upon receipt of written notice in accordance with Section 4.6(a) of a Third Party Claim under Environmental Law, the Indemnifying Party may elect to defend such Third Party Claim in accordance with Section 4.6(b), or if the Indemnifying Party reasonably believes that such Third Party Claim relates to a Liability of the Indemnified Party under this Agreement, as the case may be, then the Indemnifying Party shall provide written notice to the Indemnified Party within thirty (30) days after the receipt of the notice provided pursuant to Section 4.6(a) (or sooner, if the nature of the Third Party Claim so requires), and the parties shall meet and confer in good faith within ten (10) days thereafter (or sooner, if the nature of the Third Party Claim so requires), and if the dispute as to which party is responsible for such Third Party Claim (and the defense thereof) is not resolved within such time period (or such longer period as the parties may mutually agree), the procedures set forth in Article VI shall apply; provided, however, that if timely action is required to respond to the Third Party Claim, either party may take whatever action is reasonably necessary to respond to the Third Party Claim, including action to prevent harm to human health or the environment.

Additional Matters. (a) Indemnification or contribution payments in respect of any Liabilities for which an Indemnified Party is entitled to indemnification or contribution under this Section 12.5 Article V shall be paid by the Indemnifying Party to the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification or contribution payment, including documentation with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities indemnity and contribution agreements contained in this Section 12.5 Article V shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification or contribution hereunder; and (iii) any termination of this Agreement. (b) Any claim on account of a Liability which does not result from a Third Party Claim shall be asserted by written notice given by the Indemnified Party to the applicable Indemnifying Party. Such Indemnifying Party shall have a period of 30 days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, such Indemnified Party shall be free to pursue such remedies as may be available to such party as contemplated by this Agreement and the Transaction Documents without prejudice to its continuing rights to pursue indemnification or any PSA; and contribution hereunder. (ivc) the sale or other transfer by any party of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party as to any events or circumstances in respect of which such Indemnified Party may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnified Party shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (d) In an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant if they conclude that substitution is desirable and practical. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this sectionArticle V, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement, and the cost costs of any interest or penalties relating to any judgment or settlement.

Additional Matters. (a) Indemnification or contribution payments in respect of any Liabilities for which an Indemnified Party is entitled to indemnification or contribution under this Section 12.5 Article V shall be paid by the Indemnifying Party to the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification or contribution payment, including documentation with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities indemnity and contribution agreements contained in this Section 12.5 Article V shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification or contribution hereunder; and (iii) any termination of this Agreement. (b) Any claim on account of a Liability which does not result from a Third Party Claim shall be asserted by written notice given by the Indemnified Party to the applicable Indemnifying Party. Such Indemnifying Party shall have a period of 30 days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, such Indemnified Party shall be free to pursue such remedies as may be available to such party as contemplated by this Agreement and the Transaction Documents without prejudice to its continuing rights to pursue indemnification or any PSA; and contribution hereunder. (ivc) the sale or other transfer by any party of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party as to any events or circumstances in respect of which such Indemnified Party may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnified Party shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (d) In an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant if they conclude that substitution is desirable and practical. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this section, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement. (e) The provisions of this Section 5.8 shall not apply to Taxes and related matters covered under Section 16 of the Tax Matters Agreement.

Additional Matters. Indemnification payments in respect (a) Any claim on account of any Liabilities for a Liability which an Indemnified does not result from a Third Party is entitled to indemnification under this Section 12.5 Claim shall be paid asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of thirty days after the receipt of such notice within which to accept responsibility for such claim in writing. If such Indemnifying Party does not accept responsibility therefor within such thirty-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such thirty-day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such party as contemplated by this Agreement, the Ancillary Agreements and the Tax Indemnification Agreement without prejudice to its right to receive indemnification from the Indemnifying Party to if it is ultimately determined that such rejection was improper. (b) In the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount event of such indemnification payment, including documentation with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities contained in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and (iv) the sale or other transfer by any party of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Personperson. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (c) In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant if they conclude that substitution is desirable and practicalat all practicable. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this section, Section and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts experts’ fees and all other external expenses), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement.

Additional Matters. (a) Indemnification or contribution payments in respect of any Liabilities for which an Indemnified Party is entitled to indemnification or contribution under this Section 12.5 Article V shall be paid by the Indemnifying Party to the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification or contribution payment, including documentation with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities indemnity and contribution agreements contained in this Section 12.5 Article V shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; , (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; or contribution hereunder and (iii) any termination of this Agreement. (b) Any claim for indemnification under this Agreement which does not result from a Third Party Claim shall be asserted by written notice given by the Indemnified Party to the applicable Indemnifying Party. Such Indemnifying Party shall have a period of thirty (30) days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such thirty (30)-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such thirty (30)-day period or any PSA; rejects such claim in whole or in part, such Indemnified Party shall be free to pursue such remedies as may be available to such party as contemplated by this Agreement and the other Transaction Documents without prejudice to its continuing rights to pursue indemnification or contribution hereunder. (ivc) the sale or other transfer by any party of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party as to any events or circumstances in respect of which such Indemnified Party may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnified Party shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (d) In an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant if they conclude that substitution is desirable and practical. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this section, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement. (e) For all Tax purposes other than for purposes of Section 355(g) of the Code, Penn and GLPI agree to treat (i) any payment required by this Agreement (other than payments with respect to interest accruing after the Effective Time) as either a contribution by Penn to GLPI or a distribution by GLPI to Penn, as the case may be, occurring immediately prior to the Effective Time or as a payment of an assumed or retained Liability, and (ii) any payment of interest as taxable or deductible, as the case may be, to the party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in either case except as otherwise required by applicable Law.

Additional Matters. Indemnification payments in respect (a) Any claim on account of any Liabilities for a Loss which an Indemnified does not result from a Third Party is entitled to indemnification under this Section 12.5 Claim shall be paid asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party to shall have a period of 30 days after the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount receipt of such indemnification notice within which to respond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, including documentation with respect such Indemnitee shall be free to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of pursue such Liabilities. The indemnities contained in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made remedies as may be available to such party as contemplated by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and the Ancillary Agreements. (ivb) In the sale or other transfer by any party event of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Personperson. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense (including allocated costs of in-house counsel and other personnel) of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (c) In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant defendant, if they conclude that substitution is desirable and practicalat all practicable. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this section, Section and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ ' fees, experts experts' fees and all other external expenses, and the allocated costs of in-house counsel and other personnel), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement.

Additional Matters. Indemnification payments in respect (a) Any claim on account of any Liabilities for which an Indemnified a Liability that does not result from a Third-Party is entitled to indemnification under this Section 12.5 Claim shall be paid asserted by written notice given by the Indemnitee to the Indemnifying Party from which indemnification hereunder is sought. Any failure by an Indemnitee to give notice shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the Indemnified extent that the Indemnifying Party shall have been actually prejudiced by such failure. Such Indemnifying Party shall have a period of 60 days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 60-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 60-day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such Party as such Liabilities are incurred upon demand contemplated by this Agreement. (b) In the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount event of such indemnification payment, including documentation with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities contained in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and (iv) the sale or other transfer by any party of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Third-Party Claim, such Indemnifying Party shall be subrogated to to, and shall stand in the place of of, such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Third-Party Claim against any claimant or plaintiff asserting such Third Third-Party Claim or against any other Person. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (c) In the event of an Action with respect to which indemnification may be sought hereunder and in which the Indemnifying Party is not a named defendant, if either the Indemnified Party Indemnitee or Indemnifying Party shall so request, the parties Parties shall endeavor to substitute the Indemnifying Party for the named defendant if they conclude that substitution is desirable and practicaldefendant. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this sectionSection 6.12, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement, settlement and the cost of any interest or penalties relating to any judgment or settlement. (d) If (i) a Party incurs any Liability arising out of this Agreement or any Ancillary Agreement; (ii) an adequate legal or equitable remedy is not available for any reason against the other Party to satisfy the Liability incurred by the incurring Party; and (iii) a legal or equitable remedy may be available to the other Party against a third party for such Liability, then the other Party shall use its commercially reasonable efforts to cooperate with the incurring Party, at the incurring Party’s expense, to permit the incurring Party to obtain the benefits of such legal or equitable remedy against such third party.

Additional Matters. Indemnification payments in respect (a) Any claim on account of any Liabilities for which an Indemnified a Liability that does not result from a Third-Party is entitled to indemnification under this Section 12.5 Claim shall be paid asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of 30 calendar days after the receipt of such notice within which to the Indemnified respond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such Party as such Liabilities are incurred upon demand contemplated by this Agreement. (b) In the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount event of such indemnification payment, including documentation with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities contained in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and (iv) the sale or other transfer by any party of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Third-Party Claim against any claimant or plaintiff asserting such Third Third-Party Claim or against any other Person. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (c) In the event of an Action relating to a Liability that has been allocated to an Indemnifying Party pursuant to the terms of this Agreement or any Ancillary Agreement in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the parties Parties shall endeavor to substitute the Indemnifying Party for the named defendant or add the Indemnifying Party as an additional named defendant, if they conclude that substitution is desirable and practicalat all practicable. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this section, and the Indemnifying Party shall fully indemnify the named defendant against all reasonable costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts experts, fees and all other external expenses), the costs of any judgment or settlement, settlement and the cost of any interest or penalties relating to any judgment or settlement. Notwithstanding the foregoing, this Section 6.06(c) shall not apply to tax matters to the extent such matters are governed by the TMA.

Additional Matters. (a) Indemnification or contribution payments in respect of any Liabilities for which an Indemnified Party is entitled to indemnification or contribution under this Section 12.5 Article VI shall be paid by the Indemnifying Party to the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including an obligation to provide reasonably satisfactory documentation setting forth the basis for the amount of such indemnification or contribution payment, including documentation with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities indemnity and contribution agreements contained in this Section 12.5 Article VI shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification or contribution hereunder; and (iii) any termination of this Agreement. (b) Any claim on account of a Liability which does not result from a Third-Party Claim shall be asserted by written notice given by the Indemnified Party to the applicable Indemnifying Party. Such Indemnifying Party shall have a period of thirty (30) days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such thirty (30)-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such thirty (30)-day period or rejects such claim in whole or in part, such Indemnified Party shall be free to pursue such remedies as may be available to such party as contemplated by this Agreement and the Transaction Documents without prejudice to its continuing rights to pursue indemnification or any PSA; and contribution hereunder. (ivc) the sale or other transfer by any party of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party in connection with any Third Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party as to any events or circumstances in respect of which such Indemnified Party may have any right, defense or claim relating to such Third Third-Party Claim against any claimant or plaintiff asserting such Third Third-Party Claim or against any other Person. Such Indemnified Party shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (d) In an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant if they conclude that substitution is desirable and practical. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this section, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement. (e) The provisions of this Section 6.8 shall not apply to Taxes and related matters covered under the Tax Allocation Agreement.

Additional Matters. (a) Indemnification payments in respect of any Liabilities for which an Indemnified Party Indemnitee is entitled to indemnification under this Section 12.5 Article II shall be paid by the Indemnifying Party to the Indemnified Party Indemnitee as such Liabilities are incurred upon demand by the Indemnified PartyIndemnitee, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification payment, including documentation with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities contained in this Section 12.5 THE INDEMNITY AGREEMENTS CONTAINED IN THIS ARTICLE II SHALL REMAIN OPERATIVE AND IN FULL FORCE AND EFFECT, REGARDLESS OF (I) ANY INVESTIGATION MADE BY OR ON BEHALF OF ANY INDEMNITEE, (II) THE KNOWLEDGE BY THE INDEMNITEE OF LIABILITIES FOR WHICH IT MIGHT BE ENTITLED TO INDEMNIFICATION HEREUNDER AND (III) ANY TERMINATION OF THIS AGREEMENT. (b) Any claim on account of a Liability that does not result from a Third-Party Claim shall remain operative and in full force and effect, regardless of (i) any investigation made be asserted by or on behalf of any Indemnified Party; (ii) the knowledge written notice given by the Indemnified Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of Liabilities for thirty (30) days after the receipt of such notice within which it might to respond thereto. If such Indemnifying Party does not respond within such thirty (30)-day period, such Indemnifying Party shall be entitled deemed to indemnification hereunder; have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such thirty (iii) any termination of 30)-day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such party as contemplated by this Agreement or any PSA; and the other Ancillary Agreements. (ivc) In the sale or other transfer by any party event of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Third-Party Claim against any claimant or plaintiff asserting such Third Third-Party Claim or against any other Person. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (d) In the event of an Action for which indemnification is sought pursuant to Section 2.2 or 2.3 and in which the Indemnifying Party is not a named defendant, if either the Indemnified Party Indemnitee or Indemnifying Party shall so request, the parties shall endeavor use commercially reasonable efforts to substitute the Indemnifying Party for the named defendant if they conclude defendant. (e) In the event that substitution Xxxxxxxx 66 or ConocoPhillips shall establish a risk accrual in an amount of at least $25 million with respect to any Third-Party Claim for which such party has indemnified the other party pursuant to Section 2.2 or 2.3, as applicable, it shall notify the other party of the existence and amount of such risk accrual (i.e., when the accrual is desirable and practicalrecorded in the financial statements as an accrual for a potential liability), subject to the parties entering into an appropriate agreement with respect to the confidentiality and/or privilege thereof. (f) Any Applicable Toxic Tort Claim for which, at the time notice is required under Section 2.5(a), ConocoPhillips cannot reasonably determine whether such Applicable Toxic Tort Claim primarily relates to the Xxxxxxxx 66 Business shall be presumed to fall within Xxxxxxxx 66’s indemnification obligation in Section 2.2(d). If pursuant to Section 2.5(a) an Applicable Toxic Tort Claim is notified to Xxxxxxxx 66, and thereafter it is determined that Section 2.2 does not provide any indemnification therefor, ConocoPhillips shall pay to Xxxxxxxx 66 $5,000 to cover Xxxxxxxx 66’s direct and indirect expenses promptly following the re-tender of such substitution Applicable Toxic Tort Claim to ConocoPhillips and its acceptance thereof. (g) Xxxxxxxx 66 shall provide ConocoPhillips or addition cannot be achieved a Third Party designated by ConocoPhillips with all information necessary for the members of the ConocoPhillips Group to comply with their obligations under Section 111 of the Medicare, Medicaid and SCHIP Extension Act (or any successor thereto) (“Medicare Reporting Obligations”) with respect to the settlement or other disposition of any Action by or on behalf of any member of the Xxxxxxxx 66 Group. If Xxxxxxxx 66 fails to do so promptly and/or provides materially incorrect information, then Xxxxxxxx 66 shall indemnify ConocoPhillips pursuant to Section 2.2 for any reason fines, penalties and/or costs arising from any such Xxxxxxxx 66 failure or is not requested, the named defendant action. Xxxxxxxx 66 shall allow the Indemnifying Party to manage the Action as set forth in this section, and the Indemnifying Party shall fully indemnify the named defendant against bear all costs of defending the Action associated with satisfying such Medicare Reporting Obligations (including court costs, sanctions imposed by but not limited to settlements or releases of personal injury claims from a court, attorneys’ fees, experts fees and all other external expensesMedicare beneficiary on behalf of ConocoPhillips), including ConocoPhillips’ costs if ConocoPhillips elects to effect reporting, or reasonable third-party costs if ConocoPhillips outsources such reporting. ConocoPhillips agrees that it shall not use a Third Party for such purpose unless such Third Party indemnifies both ConocoPhillips and Xxxxxxxx 66 on commercially reasonable terms for any wrongful reporting. Xxxxxxxx 66 shall provide ConocoPhillips with a monthly written report identifying all Actions that are subject to Medicare Reporting Obligations on the costs part of any judgment member of the ConocoPhillips Group and that have been settled or otherwise disposed of by or on behalf of any member of the Xxxxxxxx 66 Group. In addition, Xxxxxxxx 66 shall establish a procedure reasonably acceptable to ConocoPhillips to automatically send electronic notice from Xxxxxxxx 66 to ConocoPhillips through the litigation management system or any successor system when any such Action is closed, regardless of whether such Action was decided by settlement, and the cost of any interest verdict, dismissal or penalties relating to any judgment or settlementwas otherwise disposed of.

Additional Matters. Indemnification payments in respect (a) Any claim on account of any Liabilities for a Liability which an Indemnified does not result from a Third Party is entitled to indemnification under this Section 12.5 Claim shall be paid asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party to shall have a period of 30 days after the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount receipt of such indemnification payment, including documentation with respect notice within which to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities contained in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and (iv) the sale or other transfer by any party of any assets or businesses or the assignment by it of any liabilitiesrespond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such party as contemplated by this Agreement, the Ancillary Agreements and the Tax Agreement. (b) In the event of payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Personperson. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense (including allocated costs of in-house counsel and other personnel) of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (c) In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant if they conclude that substitution is desirable and practicalat all practicable. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this section, Section and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ ' fees, experts experts' fees and all other external expenses), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement.

Additional Matters. Indemnification payments in respect (a) Any claim on account of any Liabilities for a Liability which an Indemnified does not result from a Third Party is entitled to indemnification under this Section 12.5 Claim shall be paid asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party to shall have a period of thirty (30) days after the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount receipt of such indemnification notice within which to respond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, including documentation with respect such Indemnitee shall be free to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of pursue such Liabilities. The indemnities contained in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made remedies as may be available to such party as contemplated by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and the Ancillary Agreements. (ivb) In the sale or other transfer by any party event of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Personperson. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (c) In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant if they conclude that substitution is desirable and practical. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this section, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement.shall

Additional Matters. Indemnification payments in respect (a) Any claim on account of any Liabilities for which an Indemnified a Loss that does not result from a Third Party is entitled to indemnification under this Section 12.5 Claim shall be paid asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party to shall have a period of 30 days after the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount receipt of such indemnification notice within which to respond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, including documentation with respect such Indemnitee shall be free to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of pursue such Liabilities. The indemnities contained in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made remedies as may be available to such party as contemplated by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and the Ancillary Agreements. (ivb) In the sale or other transfer by any party event of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Personperson. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense (including allocated costs of in-house counsel and other personnel) of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (c) In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant defendant, if they conclude that substitution is desirable and practicalat all practicable. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this section, Section 3.6 and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ ' fees, experts experts' fees and all other external expenses, and the allocated costs of in-house counsel and other personnel), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement. (d) THE PARTIES UNDERSTAND AND AGREE THAT THE INDEMNIFICATION OBLIGATIONS HEREUNDER AND UNDER THE ANCILLARY AGREEMENTS MAY INCLUDE INDEMNIFICATION FOR LOSSES RESULTING FROM, OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, AN INDEMNIFIED PARTY'S OWN NEGLIGENCE OR STRICT LIABILITY.

Additional Matters. Indemnification (a) Subject to the terms, conditions and limitations of any applicable insurance policy, indemnification payments in respect of any Liabilities Losses for which an Indemnified Party Indemnitee is entitled to indemnification under this Section 12.5 Article IV shall be paid by the Indemnifying Party to the Indemnified Party Indemnitee as such Liabilities Losses are incurred upon written demand by the Indemnified PartyIndemnitee, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification payment, including documentation with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilitiesindemnification payment or reimbursement. The indemnities indemnity agreements contained in this Section 12.5 Article IV shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; Indemnitee prior to the Effective Time, (ii) the knowledge by the Indemnified Party Indemnitee of Liabilities Losses for which it might be entitled to indemnification hereunder; hereunder and (iii) any termination of this Agreement or any PSA; Agreement. (b) Any claim on account of Losses for which an Indemnitee is entitled to indemnification under this Article IV which does not result from a Third Party Claim shall be asserted by written notice given by the Indemnitee to its Indemnifying Party. The written notice shall describe the Losses asserted and the Indemnity Payment due in reasonable detail. Such Indemnifying Party shall have a period of 15 business days (ivunless a shorter period is required under the circumstances) after the sale or other transfer by any party receipt of any assets or businesses or the assignment by it of any liabilitiessuch notice within which to respond thereto. If such Indemnifying Party does not respond within such 15- business day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 15-business day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such party as contemplated by this Agreement and the Ancillary Agreements. (c) In the event of payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the reasonable cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (d) In the event of an Action relating to or arising out of Losses subject to indemnification or reimbursement pursuant to Article IV or Article V in which the Indemnifying Party is not a named defendant, if either the Indemnified Party Indemnitee or Indemnifying Party shall so request, the parties Parties shall endeavor to substitute the Indemnifying Party for the named defendant if they conclude that substitution is desirable and practicaldefendant. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this sectionSection 4.6(d), and the Indemnifying Party shall fully indemnify the named defendant against all reasonable costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement, settlement and the cost of any interest or penalties relating to any judgment or settlement.

Additional Matters. (a) Indemnification or contribution payments in respect of any Liabilities for which an Indemnified Party is entitled to indemnification or contribution under this Section 12.5 Article VII shall be paid by the Indemnifying Party to the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification or contribution payment, including documentation with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities indemnity and contribution agreements contained in this Section 12.5 Article VII shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; , (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; or contribution hereunder and (iii) any termination of this Agreement. (b) Any claim for indemnification under this Agreement which does not result from a Third Party Claim shall be asserted by written notice given by the Indemnified Party to the applicable Indemnifying Party. Such Indemnifying Party shall have a period of thirty (30) days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such thirty (30)-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such thirty (30)-day period or any PSA; rejects such claim in whole or in part, such Indemnified Party shall be free to pursue such remedies as may be available to such party as contemplated by this Agreement and the other Transaction Agreements without prejudice to its continuing rights to pursue indemnification or contribution hereunder. (ivc) the sale or other transfer by any party of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party as to any events or circumstances in respect of which such Indemnified Party may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnified Party shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (d) In an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant if they conclude that substitution is desirable and practical. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this section, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement. (e) For all Tax purposes other than for purposes of Section 355(g) of the Code, WHI, Windstream and CS&L agree to treat (i) any payment required by this Agreement (other than payments with respect to interest accruing after the Effective Time) as either a contribution by Windstream to CS&L or a distribution by CS&L to Windstream, as the case may be, occurring immediately prior to the Effective Time or as a payment of an assumed or retained Liability, and (ii) any payment of interest as taxable or deductible, as the case may be, to the party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in either case except as otherwise required by applicable Law.

Additional Matters. Indemnification payments in respect (a) Any claim on account of any Liabilities for a Liability which an Indemnified does not result from a Third Party is entitled to indemnification under this Section 12.5 Claim shall be paid asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party to shall have a period of 30 days after the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount receipt of such indemnification notice within which to respond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, including documentation with respect such Indemnitee shall be free to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of pursue such Liabilities. The indemnities contained in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might remedies as may be entitled available to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and (iv) the sale or other transfer such party as contemplated by any party Transaction Agreement. (b) In the event of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Personperson. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense (including allocated costs of in-house counsel and other personnel) of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. ; provided, however, that AT&T shall be entitled to control the prosecution of any such right, defense or claim in respect of any Shared Contingent Liability. (c) In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant or, in the case of a Shared Contingent Liability, add the Indemnifying Party as a named defendant, if they conclude that substitution is desirable and practicalat all practicable. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this sectionSection and, subject to Section 6.4 of the Separation and Distribution Agreement with respect to Shared Contingent Liabilities, the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ ' fees, experts experts' fees and all other external expenses, and the allocated costs of in-house counsel and other personnel), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement.

Additional Matters. Indemnification payments in respect of any Liabilities for which an Indemnified Party is entitled to indemnification under this Section 12.5 shall be paid by (a) An Indemnitee will give the Indemnifying Party to the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification payment, including documentation with respect to calculations made on an After-Tax Basis and consideration timely written notice of any Insurance Proceeds claim regarding a Liability that actually reduce does not result from a Third-Party Claim. If the amount of such LiabilitiesIndemnifying Party does not respond to this notice within 30 days after receiving the notice, the Indemnifying Party will be deemed to have refused to accept responsibility to make payment. The indemnities contained If the Indemnifying Party does not respond within this 30-day period or rejects the claim in this Section 12.5 shall remain operative and whole or in full force and effectpart, regardless of (i) any investigation made the Indemnitee may pursue remedies specified by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and the Transaction Agreements, as applicable, as well as remedies available under applicable Law. (ivb) the sale or other transfer by any party of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any an Indemnifying Party to any Indemnified Party makes an indemnification payment in connection with any Third a Third-Party Claim, such the Indemnifying Party shall will be subrogated to and shall stand in the place of such Indemnified Party as to any events Indemnitee’s rights, defenses or circumstances in respect of which such Indemnified Party may have any right, defense or claim claims relating to such Third Third-Party Claim against any claimant or plaintiff the Person asserting such Third the Third-Party Claim or against any other Person. Such Indemnified Party shall The Indemnitee will cooperate with such the Indemnifying Party in a reasonable mannerParty, and at the cost and expense of such Indemnifying Party’s expense, in prosecuting any subrogated right, defense or claim. In . (c) If an Action in which the Indemnifying Party is not a named defendantdefendant in a Third-Party Action, if at the request of either the Indemnified Party or Indemnifying Party shall so requestparty, the parties shall endeavor will try to substitute the Indemnifying Party for the named defendant defendant, if they conclude that substitution is desirable and practicalreasonably practicable. If such substitution or addition canis not be achieved for any reason possible or is not requested, the named defendant shall will allow the Indemnifying Party to manage the Action as set forth in this section, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlementSection 5.5.

Additional Matters. (a) Indemnification payments in respect of any Liabilities for which an Indemnified Party Indemnitee is entitled to indemnification under this Section 12.5 Article V shall be paid by the Indemnifying Party to the Indemnified Party Indemnitee as such Liabilities are incurred upon demand by the Indemnified PartyIndemnitee, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification payment, including documentation with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities contained THE COVENANTS AND OBLIGATIONS CONTAINED IN THIS ARTICLE V SHALL REMAIN OPERATIVE AND IN FULL FORCE AND EFFECT, REGARDLESS OF (I) ANY INVESTIGATION MADE BY OR ON BEHALF OF ANY INDEMNITEE AND (II) THE KNOWLEDGE BY THE INDEMNITEE OF LIABILITIES FOR WHICH IT MIGHT BE ENTITLED TO INDEMNIFICATION HEREUNDER. (b) Any claim on account of a Liability that does not result from a Third-Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of thirty (30) days after the receipt of such notice within which to respond thereto. If after such thirty (30)-day period, such claim is not resolved, Indemnitee shall be free to pursue such remedies as may be available to such party as contemplated by this Agreement and the Specified Ancillary Agreements. Notwithstanding the foregoing, the failure of an Indemnitee to provide notice in accordance with this Section 12.5 5.6(b) shall remain operative and in full force and effectnot relieve an Indemnifying Party of its indemnification obligations under this Agreement, regardless of (i) any investigation made by or on behalf of any Indemnified Party; (ii) except to the knowledge extent to which the Indemnifying Party shall demonstrate that it was materially prejudiced by the Indemnified Party Indemnitee’s failure to provide notice in accordance with this Section 5.6(b). (c) In the event of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and (iv) the sale or other transfer by any party of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Third-Party Claim against any claimant or plaintiff asserting such Third Third-Party Claim or against any other Person. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (d) In the event of an Action for which indemnification is sought pursuant to Section 5.2 or 5.3 and in which the Indemnifying Party is not a named defendant, if either the Indemnified Party Indemnitee or Indemnifying Party shall so request, the parties Parties shall endeavor use commercially reasonable efforts to substitute the Indemnifying Party for the named defendant if they conclude for the portion of the Action related to such indemnification claim. (e) In the event that substitution either Party establishes a risk accrual in an amount of at least $1,000,000 with respect to any Third-Party Claim for which the other Party has sought indemnification pursuant to Section 5.3, such Party shall notify the other Party of the existence and amount of such risk accrual (i.e., when the accrual is desirable and practical. If such substitution or addition cannot be achieved recorded in the financial statements as an accrual for any reason or is not requesteda potential liability), subject to the Parties entering into an appropriate agreement with respect to the confidentiality and/or privilege thereof. (f) Unless otherwise required by applicable Law, the named defendant Parties will treat any indemnity payment made pursuant to this Agreement or any Ancillary Agreement by New Worthington to Worthington Steel, or vice versa, in the same manner as if such payment were a non-taxable distribution or capital contribution, as the case may be, made immediately prior to the Distribution, except to the extent that New Worthington and Worthington Steel treat a payment as the settlement of an Intercompany liability; provided, however, that any such payment that is made or received by a Person other than New Worthington or Worthington Steel, as the case may be, shall allow be treated as if made or received by the Indemnifying payor or the recipient as agent for New Worthington or Worthington Steel, in each case as appropriate. (g) In the case of any Action involving a matter contemplated by Section 5.15(c), (i) if there is a conflict of interest that under applicable rules of professional conduct would preclude legal counsel for one Party to manage or one of its Subsidiaries representing another Party or one of its Subsidiaries or (ii) if any Third-Party Claim seeks equitable relief that would restrict or limit the Action as set forth in this sectionfuture conduct of the non-responsible Party or one of its Subsidiaries or the business or operations of such non-responsible Party or one of its Subsidiaries, and then the Indemnifying non-responsible Party shall fully indemnify be entitled to retain, at its expense, separate legal counsel to represent its interest and to participate in the named defendant defense, compromise, or settlement of that portion of the Third-Party Claim against all costs that Party or one of defending the Action its Subsidiaries. (including court costsh) THE RELEASES AND INDEMNIFICATION OBLIGATIONS OF THE PARTIES IN THIS AGREEMENT ARE EXPRESSLY INTENDED, sanctions imposed by a courtAND SHALL OPERATE AND BE CONSTRUED, attorneys’ feesTO APPLY EVEN WHERE THE LIABILITIES FOR WHICH THE RELEASE AND/OR INDEMNITY ARE GIVEN ARE CAUSED, experts fees and all other external expenses)IN WHOLE OR IN PART, the costs of any judgment or settlementBY THE SOLE, and the cost of any interest or penalties relating to any judgment or settlementJOINT, JOINT AND SEVERAL, CONCURRENT, CONTRIBUTORY, ACTIVE OR PASSIVE NEGLIGENCE OR THE STRICT LIABILITY OR FAULT OF THE PARTY BEING RELEASED OR INDEMNIFIED.

Additional Matters. Indemnification payments in respect (a) Any claim on account of any Liabilities for a Liability which an Indemnified does not result from a Third Party is entitled to indemnification under this Section 12.5 Claim shall be paid asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party to shall have a period of 30 days after the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount receipt of such indemnification payment, including documentation with respect notice within which to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities contained in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and (iv) the sale or other transfer by any party of any assets or businesses or the assignment by it of any liabilitiesrespond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such party as contemplated by this Agreement, the Ancillary Agreements and the Registration Rights Agreements. (b) In the event of payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Personperson. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense (including allocated costs of in-house counsel and other personnel) of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (c) In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant if they conclude that substitution is desirable and practicalat all practicable. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this section, Section and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ ' fees, experts experts' fees and all other external expenses), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement.

Additional Matters. Indemnification payments in respect of any Liabilities for which an Indemnified Party is entitled to indemnification under this Section 12.5 12.e shall be paid by the Indemnifying Party to the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification payment, including documentation with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities contained in this Section 12.5 12.e shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and (iv) the sale or other transfer by any party of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party as to any events or circumstances in respect of which such Indemnified Party may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnified Party shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. In an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant if they conclude that substitution is desirable and practical. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this section, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement.

Additional Matters. (a) Indemnification or contribution payments in respect of any Liabilities for which an Indemnified Party is entitled to indemnification or contribution under this Section 12.5 Article V shall be paid by the Indemnifying Party to the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification or contribution payment, including documentation with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities indemnity and contribution agreements contained in this Section 12.5 Article V shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; , (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; or contribution under this Agreement and (iii) any termination of this Agreement or any PSA; and Agreement. (ivb) Any claim for indemnification under this Article V other than in respect of a Third Party Claim shall be asserted by written notice given by the sale or other transfer by any party Indemnified Party to the Indemnifying Party. Such Indemnifying Party shall have a period of any assets or businesses or thirty (30) days after the assignment by it receipt of any liabilitiessuch notice within which to respond thereto. If payment such Indemnifying Party does not respond within such thirty (30)-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility for such indemnification obligation. If such Indemnifying Party does not respond within such thirty (30)-day period or rejects such claim in whole or in part, such Indemnified Party shall be free to pursue such remedies as may be available to such party as contemplated by this Agreement and the other Transaction Documents, as applicable, without prejudice to its continuing rights to pursue indemnification or contribution under this Agreement. (c) If an Indemnity Payment is made by or on behalf of any Indemnifying Party to any Indemnified Party in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party as to any events or circumstances in respect of which such Indemnified Party may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnified Party shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (d) In an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant if they conclude that substitution is desirable and practical. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this section(to the extent such management is otherwise contemplated herein), and the Indemnifying Party shall (without limiting the rest of this Article V) fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts experts’ fees and all other external expenses), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement. (e) For all Tax purposes, Agilent and Keysight agree to treat (i) any payment required by this Agreement (other than payments with respect to interest accruing after the Effective Time) as either a contribution by Agilent to Keysight or a distribution by Keysight to Agilent, as the case may be, occurring immediately prior to the Effective Time or as a payment of an assumed or retained Liability and (ii) any payment of interest as taxable or deductible, as the case may be, to the party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in either case except as otherwise required by applicable Law. (f) Notwithstanding anything in this Article V, upon receipt of written notice in accordance with Section 5.7(a) of a Third Party Claim under Environmental Law, the Indemnifying Party may elect to defend such Third Party Claim in accordance with Section 5.7(b), or if the Indemnifying Party reasonably believes that such Third Party Claim relates to either (i) a matter for which HP is obligated to indemnify the parties under the HP Environmental Matters Agreement or (ii) a Liability of the Indemnified Party under this Agreement, as the case may be, then the Indemnifying Party shall provide written notice to the Indemnified Party within thirty (30) days after the receipt of the notice provided pursuant to Section 5.7(a) (or sooner, if the nature of the Third Party Claim so requires), and the parties shall meet and confer in good faith within ten (10) days thereafter (or sooner, if the nature of the Third Party Claim so requires), and if the dispute as to which party is responsible for such Third Party Claim (and the defense thereof) is not resolved within such time period (or such longer period as the parties may mutually agree), the procedures set forth in Article VII shall apply; provided, however, that if timely action is required to respond to the Third Party Claim, either party may take whatever action is reasonably necessary to respond to the Third Party Claim, including action to prevent harm to human health or the environment. If, after such meet and confer and/or dispute resolution process the parties agree that such Third Party Claim relates to a matter for which HP is obligated to indemnify the parties under the HP Environmental Matters Agreement, the parties shall cooperate in seeking indemnification from HP in accordance with the HP Environmental Matters Agreement. (g) To the extent that Keysight discovers a condition at an Owned Schedule 2 Property prior to the commencement of any Third Party Claim or other Action with respect to such condition, and Keysight reasonably believes such condition is not associated with a Keysight Liability but reasonably believes that such condition requires an immediate response to prevent or mitigate harm to human health or the environment and notice to Agilent is not possible before commencing such response, Keysight shall take whatever action is reasonably necessary to prevent or mitigate such harm, and notify Agilent as soon as possible thereafter.

Additional Matters. (a) Indemnification or contribution payments in respect of any Liabilities for which an Indemnified Party is entitled to indemnification or contribution under this Section 12.5 Article IV shall be paid by the Indemnifying Party to the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including which shall include reasonably satisfactory documentation setting forth the basis for the amount of such indemnification payment, including documentation with respect to calculations made on an After-Tax Basis or contribution payment and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities indemnity and contribution agreements contained in this Section 12.5 Article IV shall remain operative and in full force and effect, regardless of not be affected by (i) any investigation made by or on behalf of any Indemnified Party; (ii) the Indemnified Party’s knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification or contribution hereunder; and (iii) any termination of this Agreement or any PSA; and Agreement. (ivb) the sale or other transfer by any party of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party as to any events or circumstances in respect of which such Indemnified Party may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnified Party shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. (c) The provisions of this Article IV shall not apply to Claims or Losses related to Taxes. In an Action On or before the Separation Date, the Parties shall enter into the Tax Separation Agreement and Tax Receivables Agreement. To the extent that any representations, warranties, covenants and agreements between the Parties with respect to Tax matters are set forth in which the Indemnifying Tax Separation Agreement and Tax Receivables Agreement, such Tax matters shall be governed exclusively by the Tax Separation Agreement and the Tax Receivables Agreement and not by this Agreement. (d) Other than Losses arising from any Third Party is not a named defendantClaim, if either and notwithstanding anything herein to the Indemnified Party or contrary, no Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant if they conclude that substitution is desirable and practical. If such substitution or addition cannot be achieved liable for any reason Losses pursuant to Section 4.2 or is not requested, Section 4.3 unless and until the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this section, and the Indemnifying Party shall fully indemnify the named defendant against all costs amount of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs Losses from any matter or series of any judgment or settlement, and the cost of any interest or penalties matters relating to any judgment or settlementthe same underlying facts and circumstances exceeds $100,000.

Additional Matters. Indemnification payments in respect (a) Any claim on account of any Liabilities for a liability which an Indemnified does not result from a Third Party is entitled to indemnification under this Section 12.5 Claim shall be paid asserted by written notice given by the Indemnitee to the Indemnifying Party. Such Indemnifying Party to shall have a period of 30 days after the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount receipt of such indemnification notice within which to respond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, including documentation with respect such Indemnitee shall be free to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of pursue such Liabilities. The indemnities contained in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made remedies as may be available to such party as contemplated by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and the Ancillary Agreements. (ivb) In the sale or other transfer by any party event of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any the right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Personperson. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. ; provided, however, that CBI shall be entitled to control the prosecution of any such right, defense or claim in respect of any Shared Contingent Liability. (c) In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party Indemnitee or Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant, or, in the case of a Shared Contingent Liability, add the Indemnifying Party as a named defendant if they conclude that substitution is desirable and practicalat all possible. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this sectionSection, and and, subject to Section 7.4 with respect to Shared Contingent Liabilities, the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ ' fees, experts experts' fees and all other external expenses), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement.

Additional Matters. Indemnification payments in respect (a) Any claim on account of any Liabilities for a Liability which an Indemnified does not result from a Third-Party is entitled to indemnification under this Section 12.5 Claim shall be paid asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party to shall have a period of thirty (30) days after the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount receipt of such indemnification notice within which to respond thereto. If such Indemnifying Party does not respond within such sixty (60) day period, such Indemnifying Party shall be deemed to have accepted responsibility to make payment. If such Indemnifying Party rejects such claim in whole or in part, including documentation with respect such Indemnitee shall be free to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of pursue such Liabilities. The indemnities contained in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made remedies as may be available to such party as contemplated by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and the Ancillary Agreements. (ivb) In the sale or other transfer by any party event of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Third-Party Claim against any claimant or plaintiff asserting such Third Third-Party Claim or against any other Personperson. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense (including allocated costs of in-house counsel and other in-house personnel) of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (c) In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the parties Parties shall endeavor to substitute the Indemnifying Party for the named defendant, and add the Indemnifying Party as a named defendant if they conclude that substitution is desirable and practicalat all practicable. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this sectionsection and subject to Section 5.5 with respect to Liabilities, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts experts’ fees and all other external expenses, and the allocated costs of in-house counsel and other in-house personnel), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement. (d) For the avoidance of doubt, SpinCo will assume the liability for, and control of, all pending and threatened legal matters related to the SpinCo Business or the SpinCo Liabilities and SpinCo will indemnify and hold harmless ParentCo for any Liability arising out of or resulting from such assumed legal matters. Each Party will agree to cooperate in defending any claims against the other Party for events that took place prior to, on or after the Effective Time. ParentCo will retain liability for, and control of, pending and threatened legal matters related to the ParentCo Business.

Additional Matters. (a) Indemnification or contribution payments in respect of any Liabilities for which an Indemnified Party is entitled to indemnification or contribution under this Section 12.5 Article V shall be paid by the Indemnifying Party to the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification or contribution payment, including documentation with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities indemnity and contribution agreements contained in this Section 12.5 Article V shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; , (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; or contribution hereunder and (iii) any termination of this Agreement. (b) Any claim on account of a Liability which does not result from a Third Party Claim shall be asserted by written notice given by the Indemnified Party to the applicable Indemnifying Party. Such Indemnifying Party shall have a period of thirty (30) days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such thirty (30)-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such thirty (30)-day period or rejects such claim in whole or in part, such Indemnified Party shall be free to pursue such remedies as may be available to such party as contemplated by this Agreement and the other Transaction Documents without prejudice to its continuing rights to pursue indemnification or any PSA; and contribution hereunder. (ivc) the sale or other transfer by any party of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party as to any events or circumstances in respect of which such Indemnified Party may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnified Party shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (d) In an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant if they conclude that substitution is desirable and practical. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this section, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement. (e) For all Tax purposes, Cardinal Health and CareFusion agree to treat (i) any payment required by this Agreement (other than payments with respect to interest accruing after the Effective Time) as either a contribution by Cardinal Health to CareFusion or a distribution by CareFusion to Cardinal Health, as the case may be, occurring immediately prior to the Effective Time or as a payment of an assumed or retained Liability, and (ii) any payment of interest as taxable or deductible, as the case may be, to the party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in either case except as otherwise required by applicable Law.

Additional Matters. Indemnification payments in respect (a) Any claim on account of any Liabilities for a Loss which an Indemnified does not result from a Third Party is entitled to indemnification under this Section 12.5 Claim shall be paid asserted by written notice given by the Indemnitee to the Indemnifying Party. Any such notice shall describe the claim in reasonable detail. Such Indemnifying Party shall have a period of 30 days after the receipt of such notice within which to the Indemnified respond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such Party as such Liabilities are incurred upon demand contemplated by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification payment, including documentation with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities contained in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and the Spin-off Agreements. (ivb) In the sale or other transfer by any party event of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party as to any events or circumstances Indemnitee in respect of which any rights, defenses or claims of such Indemnified Party may have any right, defense or claim Indemnitee relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other PersonClaim. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party as may reasonably be required in a reasonable manner, and at connection with the cost and expense prosecution of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. , and its reasonable out-of-pocket costs and expenses in connection therewith shall be reimbursed by the Indemnifying Party. (c) In the event of an Action Proceeding involving a Third Party Claim in which the Indemnifying Party Indemnitee is not a named defendant, if either the Indemnified Party Indemnitee or Indemnifying Party shall so request, the parties Parties shall endeavor to substitute cause the Indemnifying Party for the Indemnitee not to remain a named defendant defendant, if they conclude that substitution is desirable and practical. If such substitution or addition cannot be achieved for any reason or is not requestedreasonably practicable. (d) Except as expressly provided herein, the named defendant indemnity obligations under this Article III shall allow apply notwithstanding any investigation made by or on behalf of any Indemnitee and shall apply without regard to whether the Indemnifying Party to manage the Action Loss for which indemnity is claimed hereunder is based on strict liability, absolute liability or any other theory of liability or arises as set forth in this sectionan obligation for contribution. (e) THE PARTIES UNDERSTAND AND AGREE THAT THE RELEASE FROM LIABILITIES AND INDEMNIFICATION AND CONTRIBUTION OBLIGATIONS HEREUNDER AND UNDER THE SPIN-OFF AGREEMENTS ARE INTENDED TO APPLY REGARDLESS OF CAUSE AND MAY INCLUDE RELEASE FROM LIABILITIES, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action INDEMNIFICATION AND CONTRIBUTION FOR LOSSES RESULTING FROM, OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, AND IN WHOLE OR IN PART, AN INDEMNITEE’S OWN NEGLIGENCE (including court costsWHETHER SOLE, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expensesJOINT OR CONCURRENT OR ACTIVE OR PASSIVE), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlementSTRICT LIABILITY OR OTHER LEGAL FAULT.

Additional Matters. Indemnification payments in respect (a) Any claim on account of any Liabilities for a Liability which an Indemnified does not result from a Third Party is entitled to indemnification under this Section 12.5 Claim shall be paid asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party to shall have a period of 30 days after the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount receipt of such indemnification payment, including documentation with respect notice within which to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities contained in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and (iv) the sale or other transfer by any party of any assets or businesses or the assignment by it of any liabilitiesrespond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such party as contemplated by this Agreement. (b) In the event of payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (c) In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant defendant, if they conclude that substitution is desirable and practicalat all practicable. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this section, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ ' fees, experts experts' fees and all other external expenses), the costs of any judgment or settlement, settlement and the cost of any interest or penalties relating to any judgment or settlement.

Additional Matters. Indemnification payments in respect (a) Any claim on account of any Liabilities for a Liability which an Indemnified does not result from a Third Party is entitled to indemnification under this Section 12.5 Claim shall be paid asserted by the written notice given by an Indemnitee to an Indemnifying Party. Such Indemnifying Party to shall have a period of 30 days after the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount receipt of such indemnification notice within which to respond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, including documentation with respect such Indemnitee shall be free to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of pursue such Liabilities. The indemnities contained in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made remedies as may be available to such party as contemplated by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and the Ancillary Agreements. (ivb) In the sale or other transfer by any party event of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Personperson. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense (including allocated costs of in-house counsel and other personnel) of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (c) In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant if they conclude that substitution is desirable and practical. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this section, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement.shall

Additional Matters. Indemnification payments in respect (a) Any claim on account of any Liabilities for a Liability which an Indemnified does not result from a Third Party is entitled to indemnification under this Section 12.5 Claim shall be paid asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party to shall have a period of 30 days after the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount receipt of such indemnification payment, including documentation with respect notice within which to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities contained in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and (iv) the sale or other transfer by any party of any assets or businesses or the assignment by it of any liabilitiesrespond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such party as contemplated by this Agreement. (b) In the event of payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (c) In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant defendant, if they conclude that substitution is desirable and practicalat all practicable. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this sectionSection, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement.

Additional Matters. Indemnification payments (a) Indemnity Payments in respect of any Liabilities for which an Indemnified Party Indemnitee is entitled to indemnification under this Section 12.5 Article V shall be paid by the Indemnifying Party to the Indemnified Party Indemnitee as such Liabilities are incurred upon demand by the Indemnified PartyIndemnitee, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification payment, including documentation with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities indemnity agreements contained in this Section 12.5 Article V shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; Indemnitee, (ii) the knowledge by the Indemnified Party Indemnitee of Liabilities for which it might be entitled to indemnification hereunder; hereunder and (iii) any termination of this Agreement. (b) Any claim on account of a Liability which does not result from a Third-Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of 30 days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such Party as contemplated by this Agreement and the Ancillary Agreements. Notwithstanding anything to the contrary contained herein, except in connection with indemnification for a Third-Party Claim, to the extent of such claim, no Indemnifying Party shall, in any event, be liable to any Indemnitee for any Liabilities that are punitive, exemplary, treble or any PSA; and other form of non-compensatory monetary damages. (ivc) In the sale or other transfer by any party event of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Third-Party Claim against any claimant or plaintiff asserting such Third Third-Party Claim or against any other Person. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (d) In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party Indemnitee or Indemnifying Party shall so request, the parties Parties shall endeavor to substitute the Indemnifying Party for the named defendant if they conclude that substitution is desirable and practicaldefendant. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this section, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement.

Additional Matters. Indemnification payments in respect (a) Any claim for indemnification hereunder on account of any Liabilities for a Loss which an Indemnified does not result from a Third Party is entitled to indemnification under this Section 12.5 Claim shall be paid asserted by written notice given by the Indemnitee to the Indemnifying Party. Any such notice shall describe the claim in reasonable detail. Such Indemnifying Party shall have a period of 30 days after the receipt of such notice within which to the Indemnified respond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such Party as such Liabilities are incurred upon demand contemplated by this Agreement. (b) In the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount event of such indemnification payment, including documentation with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities contained in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and (iv) the sale or other transfer by any party of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party as to any events or circumstances Indemnitee in respect of which any rights, defenses or claims of such Indemnified Party may have any right, defense or claim Indemnitee relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other PersonClaim. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party as may reasonably be required in a reasonable manner, and at connection with the cost and expense prosecution of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. , and its reasonable out-of-pocket costs and expenses in connection therewith shall be reimbursed by the Indemnifying Party. (c) In the event of an Action involving a Third Party Claim in which the Indemnifying Party Indemnitee is not a named defendant, if either the Indemnified Party Indemnitee or Indemnifying Party shall so request, the parties Parties shall endeavor to substitute cause the Indemnifying Party for the Indemnitee not to remain a named defendant defendant, if they conclude that substitution is desirable and practical. If such substitution or addition cannot be achieved for any reason or is not requestedreasonably practicable. (d) Except as expressly provided herein, the named defendant indemnity obligations under this Article III shall allow apply notwithstanding any investigation made by or on behalf of any Indemnitee and shall apply without regard to whether the Indemnifying Party Loss for which indemnity is claimed hereunder is based on strict liability, absolute liability or any other theory of liability or arises as an obligation for contribution. (e) THE PARTIES UNDERSTAND AND AGREE THAT THE RELEASE FROM LIABILITIES AND INDEMNIFICATION AND CONTRIBUTION OBLIGATIONS HEREUNDER AND IN THE ANCILLARY AGREEMENTS ARE INTENDED TO APPLY REGARDLESS OF CAUSE AND MAY INCLUDE RELEASE FROM LIABILITIES, INDEMNIFICATION AND CONTRIBUTION FOR LOSSES RESULTING FROM, OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, AND IN WHOLE OR IN PART, AN INDEMNITEE’S OWN NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT OR ACTIVE OR PASSIVE), GROSS NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL FAULT. (f) The provisions of Sections 3.2 through 3.8 shall not apply to manage Taxes (which are governed by the Action as set forth in this sectionTax Sharing Agreement), to employee benefits matters expressly provided for under the Employee Matters Agreement (which are governed by the Employee Matters Agreement) or to services provided under the Transition Services Agreement or the Brazil Transition Services Agreement (which are governed, respectively, by the Transition Services Agreement and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlementBrazil Transition Services Agreement.

Additional Matters. Indemnification payments (a) Any claim on account of a Liability that does not result from a Third-Party Claim shall be asserted by written notice given by the Indemnitee to the relevant Indemnifying Party promptly (and in respect any event within 60 days) following its discovery of such item or matter. No delay on the part of the Indemnitee in giving any such notice shall relieve the Indemnifying Party of any Liabilities indemnification obligation hereunder except to the extent that the Indemnifying Party is actually prejudiced by such delay. The notice delivered pursuant to this Section 5.6(a) shall (i) state that the Indemnitee has paid or incurred Losses, or reasonably anticipates that the Indemnitee will pay or incur Losses, for which an Indemnified Party such Indemnitee is entitled to indemnification under pursuant to this Section 12.5 Agreement and (ii) specify in reasonable detail each individual item of Loss included in the amount so stated, the date (if any) such item was paid or incurred, the basis for any reasonably anticipated Losses and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related. Such Indemnifying Party shall have a period of 30 days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 30-day period, then such Loss specified in such notice shall be paid deemed a Liability of such Indemnifying Party hereunder. If such Indemnifying Party disputes the Liability asserted under the claim notice, the Indemnifying Party shall send a notice of such dispute (an “Objection Notice”) to the Indemnitee within 30 days following receipt by the Indemnifying Party of the claim notice. Upon receipt of an Objection Notice, such Indemnitee and the Indemnifying Party shall attempt in good faith to agree upon the Indemnified Party as such Liabilities are incurred upon demand by rights and obligations of the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification payment, including documentation respective Parties with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities contained in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and (iv) the sale or other transfer by any party of any assets or businesses or the assignment by it of any liabilitiesdisputed claim. If no such resolution can be reached after good faith negotiation after no less than 30 days following delivery of an Objection Notice, each Party shall be free to pursue such remedies as may be available to such Party as contemplated by this Agreement. (b) In the event of payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Third-Party Claim against any claimant or plaintiff asserting such Third Third-Party Claim or against any other Person. Such Indemnified Party Indemnitee shall reasonably cooperate with such Indemnifying Party in a reasonable mannerParty, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (c) In the event of an Action for which indemnification is sought pursuant to Section 5.2 or Section 5.3 and in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the parties Parties shall endeavor use commercially reasonable efforts to substitute the Indemnifying Party for the named defendant defendant. (d) An Indemnitee shall take all reasonable steps to mitigate damages in respect of any claim for which it seeks indemnification hereunder, and shall use commercially reasonable efforts to avoid any costs or expenses associated with such claim and, if they conclude that substitution is desirable such costs and practical. If such substitution or addition expenses cannot be achieved avoided, to minimize the amount thereof. (e) Any Indemnity Payment shall be decreased to take into account an amount equal to the Tax Benefit actually realized by the Indemnitee (or its Affiliates) in the taxable year the Liability giving rise to such Indemnity Payment arose or accrued or in the two succeeding taxable years, which Tax Benefit would not have arisen or been allowable but for the incurrence or payment of such Liability; provided that if any reason such Tax Benefit is actually realized by an Indemnitee (or is not requestedits Affiliates) in a taxable year subsequent to the taxable year of an Indemnity Payment, the named defendant Indemnitee shall allow promptly pay or cause to be paid to the Indemnifying Party (or its designee) an amount equal to manage the Action Tax Benefit actually realized. For purposes of this Agreement, any Tax Benefit actually realized by the Indemnitee (or its Affiliates) in the taxable year a Liability giving rise to an Indemnity Payment arose or accrued or in the two succeeding taxable years shall be determined using a “with and without” methodology (treating any deductions or amortization attributable to such indemnified Liabilities as set forth in this sectionthe last items claimed for any taxable year, and including after the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs utilization of any judgment or settlementotherwise available net operating loss carryforwards). (f) THE INDEMNITY AGREEMENTS CONTAINED IN THIS ARTICLE V SHALL REMAIN OPERATIVE AND IN FULL FORCE AND EFFECT, and the cost of any interest or penalties relating to any judgment or settlementREGARDLESS OF (I) ANY INVESTIGATION MADE BY OR ON BEHALF OF ANY INDEMNITEE OR (II) THE KNOWLEDGE BY THE INDEMNITEE OF LIABILITIES FOR WHICH IT MIGHT BE ENTITLED TO INDEMNIFICATION HEREUNDER. (g) THE RELEASES AND INDEMNIFICATION OBLIGATIONS OF THE PARTIES IN THIS AGREEMENT ARE EXPRESSLY INTENDED, AND SHALL OPERATE AND BE CONSTRUED, TO APPLY EVEN WHERE THE LOSSES OR LIABILITIES FOR WHICH THE RELEASE AND/OR INDEMNITY ARE GIVEN ARE CAUSED, IN WHOLE OR IN PART, BY THE SOLE, JOINT, JOINT AND SEVERAL, CONCURRENT, CONTRIBUTORY, ACTIVE OR PASSIVE NEGLIGENCE OR THE STRICT LIABILITY OR FAULT OF THE PARTY BEING RELEASED OR INDEMNIFIED.

Additional Matters. Indemnification payments in respect (a) Any claim on account of any Liabilities for which an Indemnified a Loss that does not result from a Third Party is entitled to indemnification under this Section 12.5 Claim shall be paid asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have 30 days after the receipt of such notice within which to the Indemnified respond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such Party as such Liabilities are incurred upon demand contemplated by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification payment, including documentation with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities contained in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and the Ancillary Agreements. (ivb) the sale or other transfer by any party of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. In . (c) If an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party Indemnitee or Indemnifying Party shall so request, the parties Parties shall endeavor to substitute the Indemnifying Party for the named defendant defendant, if they conclude that substitution is desirable and practicalat all practicable. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in Section 3.5 or this section, Section 3.6 and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ ' fees, experts experts' fees and all other external expenses), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement). (d) THE PARTIES UNDERSTAND AND AGREE THAT THE INDEMNIFICATION OBLIGATIONS HEREUNDER AND UNDER THE ANCILLARY AGREEMENTS MAY INCLUDE INDEMNIFICATION FOR LOSSES RESULTING FROM, OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, AN INDEMNIFIED PARTY'S OWN NEGLIGENCE OR STRICT LIABILITY.

Additional Matters. (a) Indemnification or contribution payments in respect of any Liabilities for which an Indemnified Party is entitled to indemnification or contribution under this Section 12.5 Article VI shall be paid by the Indemnifying Party to the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification paymentpayment (including where reasonably practicable an itemization of costs and expenses, including attorney invoices and supporting documentation with respect to calculations made on an After-Tax Basis from other vendors in the form reviewed by the Indemnified Party, and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilitiesapplicable orders, judgments or settlement agreements). The indemnities indemnity and contribution agreements contained in this Section 12.5 Article VI shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; Party or (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; or contribution under this Agreement. (iiib) any termination Any claim for indemnification under this Article VI other than in respect of this Agreement or any PSA; and a Third-Party Claim shall be asserted by written notice given by the Indemnified Party to the Indemnifying Party, provided that the failure to so notify an Indemnifying Party will not relieve the Indemnifying Party of its obligations hereunder except to the extent the Indemnifying Party has been actually prejudiced by such failure. Such Indemnifying Party shall have a period of thirty (iv30) days after the sale or other transfer by any party receipt of any assets or businesses or the assignment by it of any liabilitiessuch notice to respond thereto. If payment is made by or on behalf of any such Indemnifying Party to any Indemnified Party in connection with any Third Party Claimdoes not respond within such thirty (30)-day period, such Indemnifying Party shall be subrogated deemed to and shall stand have refused to accept responsibility for such indemnification obligation. If such Indemnifying Party does not respond within such thirty (30)-day period or rejects such claim in the place of whole or in part, such Indemnified Party shall be free to pursue such remedies as may be available to any events or circumstances in respect of which such Indemnified Party pursuant to this Agreement and the other Transaction Documents, as applicable, without prejudice to its continuing rights to pursue indemnification or contribution under this Agreement. (c) Except as otherwise agreed between Moon and SpinCo, all indemnification payments under this Agreement shall be made by Moon LuxCo to the SpinCo Borrower and by the SpinCo Borrower to Moon LuxCo. For U.S. federal (and applicable state, local and foreign) income tax purposes, each of Moon and SpinCo agrees to treat, and to cause its Subsidiaries to treat, (i) any payment required by this Agreement (other than payments of interest) as either a contribution by Moon LuxCo to the SpinCo Borrower or a distribution by the SpinCo Borrower to Moon LuxCo, as the case may be, occurring immediately prior to the Distribution or as a payment of an assumed or retained Liability; and (ii) any payment of interest as taxable or deductible, as the case may be, to the Party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in each case, except to the extent otherwise required by applicable Law or a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state, local or foreign Law). (d) Notwithstanding anything to the contrary herein, in no event shall any Party have any rightLiability pursuant to this Agreement for any lost profits or opportunity costs, defense or claim relating any special, punitive or consequential damages (except in any such case to such Third Party Claim against any claimant or plaintiff asserting such the extent assessed in connection with a Third Party Claim or against any other Person. Such Indemnified Party shall cooperate with except in the case of consequential damages to the extent such Indemnifying Party damages are the reasonable and foreseeable result of the matter in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. In an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant if they conclude that substitution is desirable and practical. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this section, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expensesquestion), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement.

Additional Matters. Indemnification payments in respect (a) Any claim on account of any Liabilities for which an Indemnified a Liability that does not result from a Third Party is entitled to indemnification under this Section 12.5 Claim shall be paid asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party to shall have a period of 30 days after the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount receipt of such indemnification notice within which to respond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, including documentation with respect such Indemnitee shall be free to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of pursue such Liabilities. The indemnities contained in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made remedies as may be available to such party as contemplated by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and the other Ancillary Agreements. (ivb) In the sale or other transfer by any party event of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Personperson but only to the extent related to such payment. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense (including allocated costs of in-house counsel and other personnel) of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (c) In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party Indemnitee or Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant defendant, if they conclude that substitution is desirable and practicalat all practicable. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this section, Section 5.06 and the Indemnifying Party shall fully indemnify the named defendant against all reasonable costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ ' fees, experts experts' fees and all other external expenses, and the allocated costs of in-house counsel and other personnel), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement.

Additional Matters. (a) Indemnification or contribution payments in respect of any Liabilities for which an Indemnified Party is entitled to indemnification or contribution under this Section 12.5 Article VII shall be paid by the Indemnifying Party to the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification or contribution payment, including documentation with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities indemnity and contribution agreements contained in this Section 12.5 Article VII shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; , (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; or contribution hereunder and (iii) any termination of this Agreement. (b) Any claim for indemnification under this Agreement which does not result from a Third Party Claim shall be asserted promptly after discovery thereof by written notice given by the Indemnified Party to the applicable Indemnifying Party. Such Indemnifying Party shall have a period of thirty (30) days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such thirty (30)-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such thirty (30)-day period or any PSA; rejects such claim in whole or in part, such Indemnified Party shall be free to pursue such remedies as may be available to such party as contemplated by this Agreement and the other Transaction Agreements without prejudice to its continuing rights to pursue indemnification or contribution hereunder. (ivc) the sale or other transfer by any party of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party as to any events or circumstances in respect of which such Indemnified Party may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnified Party shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (d) In an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant if they conclude that substitution is desirable and practical. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this section, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ ' fees, experts fees and all other external expenses), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement. (e) For all Tax purposes other than for purposes of Section 355(g) of the Code, Xxxxxx and FCPT agree to treat (i) any payment required by this Agreement (other than payments with respect to interest accruing after the Effective Time) as either a contribution by Xxxxxx to FCPT or a distribution by FCPT to Xxxxxx, as the case may be, occurring immediately prior to the Effective Time or as a payment of an assumed or retained Liability, and (ii) any payment of interest as taxable or deductible, as the case may be, to the Party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in either case except as otherwise required by applicable Law. (f) Notwithstanding anything to the contrary in this Agreement, in the event that counsel or independent accountants for FCPT determine that there exists a material risk that any indemnification payments due under this Agreement would be treated as Nonqualifying Income upon the payment of such amounts to FCPT, the amount paid to FCPT pursuant to this Agreement in any tax year shall not exceed the maximum amount that can be paid to FCPT in such year without causing FCPT to fail to meet the REIT Requirements for any tax year, determined as if the payment of such amount were Nonqualifying Income as determined by such counsel or independent accountants to FCPT. If the amount payable for any tax year pursuant to the preceding sentence is less than the amount which Xxxxxx would otherwise be obligated to pay to FCPT pursuant to this Agreement (the "Expense Amount"), then: (1) Xxxxxx shall place the Expense Amount into an escrow account (the "Escrow Account") using an escrow agent and agreement reasonably acceptable to FCPT (which shall include that (i) the amount in the escrow account shall be treated as the property of Xxxxxx, unless it is released from such escrow account to FCPT, and (ii) all income earned upon the amount in the escrow account shall be treated as the property of Xxxxxx and reported, as and to the extent required by applicable Law, by the escrow agent to the IRS, or any other taxing authority, on IRS Form 1099 or 1042S (or other appropriate form) as income earned by Xxxxxx whether or not said income has been distributed during such taxable year)and shall not release any portion thereof to FCPT, and FCPT shall not be entitled to any such amount, unless and until FCPT delivers to Xxxxxx, at the sole option of FCPT, (i) an opinion (an "Expense Amount Tax Opinion") of the REIT tax counsel to the effect that such amount, if and to the extent paid, would not constitute Nonqualifying Income, (ii) a letter (an "Expense Amount Accountant's Letter") from FCPT's independent accountants indicating the maximum portion of the expense amount that can be paid at that time to FCPT without causing FCPT to fail to meet the REIT Requirements for any relevant taxable year, or (iii) a private letter ruling issued by the IRS to FCPT indicating that the receipt of any Expense Amount hereunder will not cause FCPT to fail to satisfy the REIT Requirements (a "REIT Qualification Ruling" and, collectively with an Expense Amount Tax Opinion and an Expense Amount Accountant's Letter, a "Release Document"); (2) FCPT any amount held in escrow pursuant to this Section 7.8(f) for ten years shall be released from such escrow to be used as determined by Xxxxxx in its sole and absolute discretion; and (3) FCPT shall bear all costs and expenses with respect to the escrow. Xxxxxx shall cooperate in good faith to amend this Section 7.8(f) at the reasonable request of FCPT in order to (i) maximize the portion of such payment that may be distributed to FCPT hereunder without causing FCPT to fail to meet the REIT Requirements, or (ii) assist FCPT in obtaining a Release Document as described in this Section 7.8(f). FCPT shall reimburse Xxxxxx for all reasonable costs and expenses of such cooperation.

Additional Matters. Indemnification payments in respect (a) Any claim on account of any Liabilities for which an Indemnified Party is entitled to indemnification under this Section 12.5 a Liability that does not result from a Third‑Party Claim shall be paid asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of 30 days after the receipt of such notice within which to the Indemnified respond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such Party as such Liabilities are incurred upon demand contemplated by this Agreement. (b) In the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount event of such indemnification payment, including documentation with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities contained in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and (iv) the sale or other transfer by any party of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Party Third‑Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Party Third‑Party Claim against any claimant or plaintiff asserting such Third Party Third‑Party Claim or against any other Person. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (c) In the event of an Action relating to a Liability that has been allocated to an Indemnifying Party pursuant to the terms of this Agreement or any Ancillary Agreement in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the parties Parties shall endeavor to substitute the Indemnifying Party for the named defendant or add the Indemnifying Party as an additional named defendant, if they conclude that substitution is desirable and practicalat all practicable. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this section, and the Indemnifying Party shall fully indemnify the named defendant against all reasonable costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts experts, fees and all other external expenses), the costs of any judgment or settlement, settlement and the cost of any interest or penalties relating to any judgment or settlement.

Additional Matters. (a) Indemnification payments in respect of any Liabilities for which an Indemnified Party Indemnitee is entitled to indemnification under this Section 12.5 Article V shall be paid by the Indemnifying Party to the Indemnified Party Indemnitee as such Liabilities are incurred upon demand by the Indemnified PartyIndemnitee, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification payment, including documentation with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities contained THE COVENANTS AND OBLIGATIONS CONTAINED IN THIS ARTICLE V SHALL REMAIN OPERATIVE AND IN FULL FORCE AND EFFECT, REGARDLESS OF (I) ANY INVESTIGATION MADE BY OR ON BEHALF OF ANY INDEMNITEE AND (II) THE KNOWLEDGE BY THE INDEMNITEE OF LIABILITIES FOR WHICH IT MIGHT BE ENTITLED TO INDEMNIFICATION HEREUNDER. (b) Any claim on account of a Liability that does not result from a Third-Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of thirty (30) days after the receipt of such notice within which to respond thereto. If after such thirty (30)-day period, such claim is not resolved, Indemnitee shall be free to pursue such remedies as may be available to such party as contemplated by this Agreement and the Specified Ancillary Agreements. Notwithstanding the foregoing, the failure of an Indemnitee to provide notice in accordance with this Section 12.5 5.6(b) shall remain operative and in full force and effectnot relieve an Indemnifying Party of its indemnification obligations under this Agreement, regardless of (i) any investigation made by or on behalf of any Indemnified Party; (ii) except to the knowledge extent to which the Indemnifying Party shall demonstrate that it was materially prejudiced by the Indemnified Party Indemnitee’s failure to provide notice in accordance with this Section 5.6(b). (c) In the event of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and (iv) the sale or other transfer by any party of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Third-Party Claim against any claimant or plaintiff asserting such Third Third-Party Claim or against any other Person. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (d) In the event of an Action for which indemnification is sought pursuant to Section 5.2 or 5.3 and in which the Indemnifying Party is not a named defendant, if either the Indemnified Party Indemnitee or Indemnifying Party shall so request, the parties Parties shall endeavor use commercially reasonable efforts to substitute the Indemnifying Party for the named defendant if they conclude for the portion of the Action related to such indemnification claim. (e) In the event that substitution either Party establishes a risk accrual in an amount of at least $1,000,000 with respect to any Third-Party Claim for which the other Party has sought indemnification pursuant to Section 5.3, such Party shall notify the other Party of the existence and amount of such risk accrual (i.e., when the accrual is desirable and practical. If such substitution or addition cannot be achieved recorded in the financial statements as an accrual for any reason or is not requesteda potential liability), subject to the Parties entering into an appropriate agreement with respect to the confidentiality and/or privilege thereof. (f) Unless otherwise required by applicable Law, the named defendant Parties will treat any indemnity payment made pursuant to this Agreement or any Ancillary Agreement by Enovis to ESAB, or vice versa, in the same manner as if such payment were a non-taxable distribution or capital contribution, as the case may be, made immediately prior to the Distribution, except to the extent that Enovis and ESAB treat a payment as the settlement of an Intercompany liability; provided, however, that any such payment that is made or received by a Person other than Enovis or ESAB, as the case may be, shall allow be treated as if made or received by the Indemnifying payor or the recipient as agent for Enovis or ESAB, in each case as appropriate. (g) In the case of any Action involving a matter contemplated by Section 5.15(c), (i) if there is a conflict of interest that under applicable rules of professional conduct would preclude legal counsel for one Party to manage or one of its Subsidiaries representing another Party or one of its Subsidiaries or (ii) if any Third-Party Claim seeks equitable relief that would restrict or limit the Action as set forth in this sectionfuture conduct of the non-responsible Party or one of its Subsidiaries or the business or operations of such non-responsible Party or one of its Subsidiaries, and then the Indemnifying non-responsible Party shall fully indemnify be entitled to retain, at its expense, separate legal counsel to represent its interest and to participate in the named defendant defense, compromise, or settlement of that portion of the Third-Party Claim against all costs that Party or one of defending the Action its Subsidiaries. (including court costsh) THE RELEASES AND INDEMNIFICATION OBLIGATIONS OF THE PARTIES IN THIS AGREEMENT ARE EXPRESSLY INTENDED, sanctions imposed by a courtAND SHALL OPERATE AND BE CONSTRUED, attorneys’ feesTO APPLY EVEN WHERE THE LIABILITIES FOR WHICH THE RELEASE AND/OR INDEMNITY ARE GIVEN ARE CAUSED, experts fees and all other external expenses)IN WHOLE OR IN PART, the costs of any judgment or settlementBY THE SOLE, and the cost of any interest or penalties relating to any judgment or settlementJOINT, JOINT AND SEVERAL, CONCURRENT, CONTRIBUTORY, ACTIVE OR PASSIVE NEGLIGENCE OR THE STRICT LIABILITY OR FAULT OF THE PARTY BEING RELEASED OR INDEMNIFIED.

Additional Matters. (a) Indemnification payments in respect of any Liabilities for which an Indemnified Party Indemnitee is entitled to indemnification under this Section 12.5 Article IV shall be paid by the Indemnifying Party to the Indemnified Party Indemnitee as such Liabilities are incurred upon demand by the Indemnified PartyIndemnitee, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification payment, including documentation with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities indemnity agreements contained in this Section 12.5 Article IV shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; Indemnitee, (ii) the knowledge by the Indemnified Party Indemnitee of Liabilities for which it might be entitled to indemnification hereunder; hereunder and (iii) any termination of this Agreement or any PSA; and Agreement. (ivb) Any claim on account of a Liability which does not result from a Third-Party Claim shall be asserted by written notice given by the sale or other transfer by any party Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of any assets or businesses or thirty (30) days after the assignment by it receipt of any liabilitiessuch notice within which to respond thereto. If such Indemnifying Party does not respond within such thirty (30)-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such thirty (30)-day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such party as contemplated by this Agreement and the Ancillary Agreements. (c) In the event of payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Third-Party Claim against any claimant or plaintiff asserting such Third Third-Party Claim or against any other Person. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (d) In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party Indemnitee or Indemnifying Party shall so request, the parties Parties shall endeavor to substitute the Indemnifying Party for the named defendant if they conclude that substitution is desirable and practicaldefendant. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this sectionSection 4.5, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement, settlement and the cost of any interest or penalties relating to any judgment or settlement. (e) For all claims as to which indemnification or contribution is provided under this Article IV, other than Third-Party Claims (as to which Section 4.4 shall apply), the reasonable fees and expenses of counsel to the Indemnitee for the enforcement of the indemnity obligations shall be borne by the Indemnifying Party.

Additional Matters. (a) Indemnification payments in respect of any Liabilities for which an Indemnified Party Indemnitee is entitled to indemnification under this Section 12.5 Article V shall be paid by the Indemnifying Party to the Indemnified Party Indemnitee as such Liabilities are incurred upon demand by the Indemnified PartyIndemnitee, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification payment, including documentation with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities contained ; provided, however, that if requested by the Indemnitee, in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf the case of any Indemnified Party; Third Party Claims for which the Indemnifying Party is liable under the terms of this Agreement, the Indemnifying Party will pay the amounts due to such Third Party as a result of any settlement of such Third Party Claim in accordance with Section 5.7 directly to the Third Party as opposed to reimbursing the Indemnitee for the amounts paid in any such settlement. THE INDEMNITY AGREEMENTS CONTAINED IN THIS ARTICLE V SHALL REMAIN OPERATIVE AND IN FULL FORCE AND EFFECT, REGARDLESS OF (iiI) the knowledge ANY INVESTIGATION MADE BY OR ON BEHALF OF ANY INDEMNITEE AND (II) THE KNOWLEDGE BY THE INDEMNITEE OF LIABILITIES FOR WHICH IT MIGHT BE ENTITLED TO INDEMNIFICATION HEREUNDER. (b) Any claim on account of a Liability that does not result from a Third-Party Claim shall be asserted by written notice given by the Indemnified Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of Liabilities for thirty (30) days after the receipt of such notice within which it might to respond thereto. If such Indemnifying Party does not respond within such thirty (30)-day period, such Indemnifying Party shall be entitled deemed to indemnification hereunder; have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such thirty (iii) any termination of 30)-day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such Party as contemplated by this Agreement or any PSA; and the other Ancillary Agreements. (ivc) In the sale or other transfer by any party event of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Third-Party Claim against any claimant or plaintiff asserting such Third Third-Party Claim or against any other Person. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (d) In the event of an Action for which indemnification is sought pursuant to Section 5.4 or 5.5 and in which the Indemnifying Party is not a named defendant, if either the Indemnified Party Indemnitee or Indemnifying Party shall so request, the parties Parties shall endeavor use commercially reasonable efforts to substitute the Indemnifying Party for the named defendant if they conclude that substitution defendant. (e) If CRC or OPC shall establish a risk accrual in an amount of at least $25 million with respect to any Third-Party Claim for which such Party has indemnified the other Party pursuant to Section 5.4 or 5.5, as applicable, it shall notify the other Party of the existence and amount of such risk accrual (i.e., when the accrual is desirable and practical. If such substitution or addition cannot be achieved recorded in the financial statements as an accrual for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this section, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expensespotential liability), subject to the costs of any judgment or settlement, and Parties entering into an appropriate agreement with respect to the cost of any interest or penalties relating to any judgment or settlementconfidentiality and/or Privilege thereof.

Additional Matters. Indemnification payments in respect (a) Any claim on account of any Liabilities for a Loss which an Indemnified does not result from a Third-Party is entitled to indemnification under this Section 12.5 Claim shall be paid asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party to shall have a period of thirty (30) days after the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount receipt of such indemnification payment, including documentation with respect notice within which to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities contained in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and (iv) the sale or other transfer by any party of any assets or businesses or the assignment by it of any liabilitiesrespond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such Indemnitee as contemplated by this Agreement. (b) In the event of payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Third-Party Claim against any claimant or plaintiff asserting such Third Party -Party Claim or against any other Person. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (c) In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party Indemnitee or Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant or otherwise hold the Indemnifying Party as party thereto, if they conclude that substitution is desirable and practicalat all practicable. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this sectionSection, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlementsettlement with respect to such Third-Party Claim.

Additional Matters. Indemnification payments in respect (a) Any claim on account of any Liabilities for which a Liability that does not result from a Third-Party Claim shall be asserted by prompt written notice given by the Indemnitee to the applicable Indemnifying Party. Any failure by an Indemnified Party is entitled Indemnitee to give notice shall not relieve the Indemnifying Party’s indemnification obligations under this Section 12.5 shall be paid by Agreement, except to the extent that the Indemnifying Party to shall have been actually prejudiced by such failure. (b) In the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount event of such indemnification payment, including documentation with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities contained in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and (iv) the sale or other transfer by any party of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Third-Party Claim against any claimant or plaintiff asserting such Third Third-Party Claim or against any other Person. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. In . (c) For the avoidance of doubt, Liabilities incurred by an Action Indemnitee pursuant to a contractual indemnification or similar obligation granted to a third party in which respect of Liabilities otherwise indemnifiable under Section 6.02 or Section 6.03 shall be indemnifiable thereunder to the Indemnifying Party is not a named defendant, if either same extent that the Indemnified Party underlying Liabilities would have been indemnifiable under Section 6.02 or Indemnifying Party shall so requestSection 6.03. (d) To the maximum extent permitted by applicable Law, the parties rights to recovery of each Party’s Subsidiaries in respect of any past, present or future Action are hereby delegated to such Party. It is the intent of the Parties that the foregoing delegation shall endeavor satisfy any Law requiring such delegation to substitute be effected pursuant to a power of attorney or similar instrument. The Parties and their respective Subsidiaries shall execute such further instruments or documents as may be necessary to effect such delegation. (e) With respect to any Third-Party Claim or Action pending as of the Indemnifying Party for Distribution Date or commenced following the Distribution Date, in each case that (x) has named as a defendant if they conclude that substitution is desirable and practical. If such substitution one or addition cannot be achieved for any reason more members of the SpinCo Group but otherwise relates only to the Parent Business or is not requested(y) has named as a defendant one or more members of the Parent Group but otherwise relates only to the SpinCo Business, the named Parties shall use commercially reasonable efforts, each at its own expense, to cause each such nominal defendant shall allow the Indemnifying to be removed as a defendant from such Third-Party to manage the Action Claim or Action, as set forth in this section, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action soon as reasonably practicable (including using commercially reasonable efforts to petition the applicable court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expensesor counterparty to remove each such nominal defendant), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement.

Additional Matters. Indemnification payments in respect (a) Any claim on account of any Liabilities for which an Indemnified a Liability that does not result from a Third Party is entitled to indemnification under this Section 12.5 Claim shall be paid asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party to shall have a period of 30 days after the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount receipt of such indemnification notice within which to respond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, including documentation with respect such Indemnitee shall be free to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of pursue such Liabilities. The indemnities contained in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made remedies as may be available to such party as contemplated by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and the Ancillary Agreements. (ivb) In the sale or other transfer by any party event of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (c) In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party Indemnitee or Indemnifying Party shall so request, the parties Parties shall endeavor to substitute the Indemnifying Party for the, or add the Indemnifying Party as an additional, named defendant defendant, if they conclude that substitution is desirable and practicalat all practicable. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this sectionSection, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts experts’ fees and all other external expenses), the costs of any judgment or settlement, settlement and the cost of any interest or penalties relating to any judgment or settlement.

Additional Matters. Indemnification payments in respect (a) Any claim on account of any Liabilities for a Liability which an Indemnified does not result from a Third Party is entitled to indemnification under this Section 12.5 Claim shall be paid asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party to shall have a period of 30 days after the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount receipt of such indemnification notice within which to respond thereto. If such Indemnifying Party does not respond within such 30- day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, including documentation with respect such Indemnitee shall be free to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of pursue such Liabilities. The indemnities contained in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made remedies as may be available to such party as contemplated by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and the Ancillary Agreements. (ivb) In the sale or other transfer by any party event of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Personperson. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense (including allocated costs of in-house counsel and other personnel) of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (c) In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant, add the Indemnifying Party as a named defendant if they conclude that substitution is desirable and practicalat all practicable. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this sectionsection and subject to Section 4.4 with respect to Contingent Liabilities, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ ' fees, experts experts' fees and all other external expenses, and the allocated costs of in- house counsel and other personnel), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement.

Additional Matters. Indemnification payments in respect (a) Any claim on account of any Liabilities for which an Indemnified a Liability that does not result from a Third-Party is entitled to indemnification under this Section 12.5 Claim shall be paid asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of 30 days after the receipt of such notice within which to the Indemnified respond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such Party as such Liabilities are incurred upon demand contemplated by this Agreement. (b) In the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount event of such indemnification payment, including documentation with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities contained in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and (iv) the sale or other transfer by any party of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Third-Party Claim against any claimant or plaintiff asserting such Third Third-Party Claim or against any other Person. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (c) In the event of an Action relating to a Liability that has been allocated to an Indemnifying Party pursuant to the terms of this Agreement or any Ancillary Agreement in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the parties Parties shall endeavor to substitute the Indemnifying Party for the named defendant or add the Indemnifying Party as an additional named defendant, if they conclude that substitution is desirable and practicalat all practicable. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this sectionSection 6.06, and the Indemnifying Party shall fully indemnify the named defendant against all reasonable costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts experts, fees and all other external expenses), the costs of any judgment or settlement, settlement and the cost of any interest or penalties relating to any judgment or settlement.

Additional Matters. Indemnification payments in respect (a) Any claim on account of any Liabilities for which a Liability that does not result from a Third-Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party. Any failure by an Indemnified Party is entitled Indemnitee to give notice shall not relieve the Indemnifying Party’s indemnification obligations under this Section 12.5 shall be paid by Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. Such Indemnifying Party shall have a period of 60 days after the receipt of such notice within which to the Indemnified respond thereto. If such Indemnifying Party does not respond within such 60-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 60-day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such Party as such Liabilities are incurred upon demand contemplated by this Agreement. (b) In the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount event of such indemnification payment, including documentation with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities contained in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and (iv) the sale or other transfer by any party of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Third-Party Claim against any claimant or plaintiff asserting such Third Third-Party Claim or against any other Person. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. In an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant if they conclude that substitution is desirable and practical. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this section, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement.

Additional Matters. Indemnification payments in respect (a) Any claim on account of any Liabilities for which an Indemnified a Liability that does not result from a Third-Party is entitled to indemnification under this Section 12.5 Claim shall be paid asserted by reasonably prompt written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of 30 calendar days after the receipt of such notice within which to the Indemnified respond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such Party as such Liabilities are incurred upon demand contemplated by this Agreement. (b) In the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount event of such indemnification payment, including documentation with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities contained in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and (iv) the sale or other transfer by any party of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Third-Party Claim against any claimant or plaintiff asserting such Third Third-Party Claim or against any other Person. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (c) In the event of an Action relating to a Liability that has been allocated to an Indemnifying Party pursuant to the terms of this Agreement or any Ancillary Agreement in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the parties Parties shall endeavor to substitute the Indemnifying Party for the named defendant or add the Indemnifying Party as an additional named defendant, if they conclude that substitution is desirable and practicalat all practicable. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this section, and the Indemnifying Party shall fully indemnify the named defendant against all reasonable costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts experts, fees and all other external expenses), the costs of any judgment or settlement, settlement and the cost of any interest or penalties relating to any judgment or settlement.

Additional Matters. Indemnification payments in respect (a) Any claim on account of any Liabilities for a Loss which an Indemnified does not result from a Third Party is entitled to indemnification under this Section 12.5 Claim shall be paid asserted by written notice given by the Indemnitee to the related Indemnifying Party. Any such notice shall describe the claim in reasonable detail. Such Indemnifying Party to shall have a period of 30 days after the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount receipt of such indemnification notice within which to respond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, including documentation with respect such Indemnitee shall be free to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of pursue such Liabilities. The indemnities contained in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made remedies as may be available to such party as contemplated by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and the Ancillary Agreements. (ivb) In the sale or other transfer by any party event of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party as to any events or circumstances Indemnitee in respect of which any rights, defenses or claims of such Indemnified Party may have any right, defense or claim Indemnitee relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other PersonClaim. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, manner in prosecuting any subrogated right, defense or claim. , and its out-of-pocket costs and expenses in connection therewith shall be reimbursed by the Indemnifying Party. (c) In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant defendant, if they conclude that substitution is desirable and practicalreasonably practicable. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this sectionArticle III. (d) THE PARTIES UNDERSTAND AND AGREE THAT THE RELEASE FROM LIABILITIES AND INDEMNIFICATION OBLIGATIONS HEREUNDER AND UNDER THE ANCILLARY AGREEMENTS MAY INCLUDE RELEASE FROM LIABILITIES AND INDEMNIFICATION FOR LOSSES RESULTING FROM, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costsOR ARISING OUT OF, sanctions imposed by a courtDIRECTLY OR INDIRECTLY, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlementAN INDEMNIFIED PARTY'S OWN NEGLIGENCE OR STRICT LIABILITY.

Additional Matters. Indemnification payments in respect (a) Any claim on account of any Liabilities for which an Indemnified a Liability that does not result from a Third Party is entitled to indemnification under this Section 12.5 Claim shall be paid asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party to shall have a period of 30 days after the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount receipt of such indemnification paymentnotice within which to respond thereto (or sooner, including documentation with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce if the amount nature of such Liabilities. The indemnities contained in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and (iv) the sale or other transfer by any party of any assets or businesses or the assignment by it of any liabilitiesclaim so requires). If such Indemnifying Party does not respond within such period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such other remedies as may be available to such party. (b) In the event of payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Personperson, but only to the extent of such payment. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the reasonable cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (c) In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party Indemnitee or Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant defendant, if they conclude that substitution is desirable and practicalat all practicable. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this section, Section 4.4 and the Indemnifying Party shall fully indemnify the named defendant against all Liabilities in connection therewith, including costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ ' fees, experts experts' fees and all other external expenses), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement.

Additional Matters. Indemnification payments in respect (a) Any claim on account of any Liabilities for which an Indemnified Indemnifiable Loss that does not result from a Third Party is entitled to indemnification under this Section 12.5 Claim shall be paid asserted by written notice given by the Indemnitee to the related Indemnifying Party, which notice shall be given promptly after the Indemnitee shall receive actual notice of such Indemnifiable Loss (and in any event not more than 30 days after receiving such actual notice of such Indemnifiable Loss). Such Indemnifying Party shall have a period of 30 days after the receipt of such notice within which to the Indemnified respond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have agreed to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such Party as contemplated by this Agreement and the Ancillary Agreements. Any such Liabilities are incurred upon demand by notice shall describe the Indemnified Partyclaimed Indemnifiable Loss in reasonable detail, including reasonably satisfactory documentation setting forth the basis for including, if known, the amount of such the Indemnifiable Loss for which indemnification paymentmay be available or a good faith estimate thereof. Notwithstanding the foregoing, including documentation with respect to calculations made on an After-Tax Basis and consideration the failure of any Insurance Proceeds that actually reduce Indemnitee or other person to give notice within the amount of such Liabilities. The indemnities contained 30-day period as provided in this Section 12.5 4.7(a) shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; (ii) not relieve the knowledge by the Indemnified related Indemnifying Party of Liabilities for which it might be entitled its obligations under this Article IV, except to indemnification hereunder; the extent that such Indemnifying Party is actually prejudiced by such failure to give notice within such 30-day period. (iiib) any termination In the event of this Agreement or any PSA; and (iv) the sale or other transfer by any party of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Personperson. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. In an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant if they conclude that substitution is desirable and practical. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this section. (c) LFCM shall, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all cause its other external expenses), the costs of any judgment or settlementIndemnitees to, and the cost of any interest or penalties relating Lazard Group shall, and shall cause its other Indemnitees to, make available to each other, their counsel and other representatives, all information and documents reasonably available to them that relate to any judgment or settlementThird Party Claim, and otherwise cooperate as may reasonably be required in connection with the investigation, defense and settlement thereof, subject to the terms and conditions of a mutually acceptable joint defense agreement.

Additional Matters. (a) Indemnification or contribution payments in respect of any Liabilities for which an Indemnified Party is entitled to indemnification or contribution under this Section 12.5 Article VI shall be paid by the Indemnifying Party to the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including an obligation to provide reasonably satisfactory documentation setting forth the basis for the amount of such indemnification or contribution payment, including documentation with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities indemnity and contribution agreements contained in this Section 12.5 Article VI shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification or contribution hereunder; and (iii) any termination of this Agreement. (b) Any claim on account of a Liability which does not result from a Third-Party Claim shall be asserted by written notice given by the Indemnified Party to the applicable Indemnifying Party. Such Indemnifying Party shall have a period of 30 days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, such Indemnified Party shall be free to pursue such remedies as may be available to such party as contemplated by this Agreement and the Transaction Documents without prejudice to its continuing rights to pursue indemnification or any PSA; and contribution hereunder. (ivc) the sale or other transfer by any party of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party in connection with any Third Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party as to any events or circumstances in respect of which such Indemnified Party may have any right, defense or claim relating to such Third Third-Party Claim against any claimant or plaintiff asserting such Third Third-Party Claim or against any other Person. Such Indemnified Party shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (d) In an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant if they conclude that substitution is desirable and practical. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this section, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement. (e) The provisions of this Section 6.8 shall not apply to Taxes and related matters covered under the Tax Sharing and Separation Agreement.

Additional Matters. (a) Indemnification or contribution payments in respect of any Liabilities for which an Indemnified Party is entitled to indemnification or contribution under this Section 12.5 Article VI shall be paid by the Indemnifying Party to the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification paymentpayment (including where reasonably practicable an itemization of costs and expenses, including attorney invoices and supporting documentation with respect to calculations made on an After-Tax Basis from other vendors in the form reviewed by the Indemnified Party, and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilitiesapplicable orders, judgments or settlement agreements). The indemnities indemnity and contribution agreements contained in this Section 12.5 Article VI shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; Party or (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; or contribution under this Agreement. (iiib) any termination Any claim for indemnification under this Article VI other than in respect of this Agreement or any PSA; and a Third Party Claim shall be asserted by written notice given by the Indemnified Party to the Indemnifying Party. Such Indemnifying Party shall have a period of thirty (iv30) days after the sale or other transfer by any party receipt of any assets or businesses or the assignment by it of any liabilitiessuch notice to respond thereto. If payment is made by or on behalf of any such Indemnifying Party to any Indemnified Party in connection with any Third Party Claimdoes not respond within such thirty (30)-day period, such Indemnifying Party shall be subrogated deemed to and shall stand have refused to accept responsibility for such indemnification obligation. If such Indemnifying Party does not respond within such thirty (30)-day period or rejects such claim in the place of whole or in part, such Indemnified Party shall be free to pursue such remedies as may be available to such Indemnified Party pursuant to this Agreement and the other Transaction Documents, as applicable, without prejudice to its continuing rights to pursue indemnification or contribution under this Agreement. (c) For U.S. federal (and applicable state, local and foreign) income Tax purposes, each of HP, Enterprise, BLP 1 D5, Inc BLP C5, Munich D2/D6 and E Munich C6 agrees to treat, and to cause its Affiliates to treat, (i) any events payment required by Schedule 2.13(d)(iii) or circumstances Schedule 2.13(d)(iv), Section 6.3(c) or otherwise in respect of which such Indemnified Party an E Munich C6 Indemnification Obligation or a Munich D2/D6 Indemnification Obligation (other than payments of interest) as either a contribution by Munich D2/D6 to E Munich C6 or as a distribution by E Munich C6 to Munich D2/D6, as the case may have be, occurring immediately prior to the C6 Distribution or as a payment of an assumed or retained Liability; (ii) any rightpayment required by Section 6.3(b) or otherwise in respect of a BLP 1 D5 Indemnification Obligation or an Inc BLP C5 Indemnification Obligation (other than payments of interest) as either a contribution by BLP 1 D5 to Inc BLP C5 or a distribution by Inc BLP C5 to BLP 1 D5, defense as the case may be, occurring immediately prior to the C5 Distribution or claim relating to such Third Party Claim against any claimant as a payment of an assumed or plaintiff asserting such Third Party Claim or against retained Liability; (iii) any other Person. Such Indemnified Party shall cooperate with payment required by this Agreement (other than payments of interest) as either a contribution by HP to Enterprise or a distribution by Enterprise to HP, as the case may be, occurring immediately prior to the Distribution or as a payment of an assumed or retained Liability; and (iv) any payment of interest as taxable or deductible, as the case may be, to the party entitled under this Agreement to retain such Indemnifying Party in a reasonable manner, and at the cost and expense of payment or required under this Agreement to make such Indemnifying Partypayment, in prosecuting each case, except to the extent otherwise required by applicable Law or a “determination” within the meaning of Section 1313(a) of the Code (or any subrogated rightsimilar provision of state, defense local or claim. In an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant if they conclude that substitution is desirable and practical. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this section, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expensesforeign Law), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement.

Additional Matters. Indemnification payments in respect (a) Any claim on account of any Liabilities for which an Indemnified a Loss that does not result from a Third Party is entitled to indemnification under this Section 12.5 Claim shall be paid asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party to shall have a period of 30 days after the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount receipt of such indemnification notice within which to respond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have accepted responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, including documentation with respect such Indemnitee shall be free to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of pursue such Liabilities. The indemnities contained in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made remedies as may be available to such party as contemplated by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and the Ancillary Agreements. (ivb) In the sale or other transfer by any party event of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Personperson. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (c) In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant defendant, if they conclude that substitution is desirable and practicalat all practicable. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this sectionSection. (d) Each of Parent and SpinCo will use all reasonable efforts not to take, and to cause its respective Subsidiaries not to take, any action after the Indemnifying Party shall fully indemnify Distribution Date which may reasonably be expected to have the named defendant against all costs effect of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of increasing any judgment Indemnitee's Losses or settlementany party's indemnification obligation hereunder, and each of Parent and SpinCo will use all reasonable efforts to take, and to cause its respective Subsidiaries to take, at the cost other party's expense, such action as the other party may reasonably request to mitigate all such Losses and the indemnification obligation hereunder, provided such actions do not unreasonably interfere with the conduct of any interest Parent's or penalties relating to any judgment or settlementSpinCo's, as the case may be, business.

Additional Matters. (a) Indemnification payments in respect of any Liabilities for which an Indemnified Party Indemnitee is entitled to indemnification under this Section 12.5 Article V shall be paid by the Indemnifying Party to the Indemnified Party Indemnitee as such Liabilities are incurred upon demand by the Indemnified PartyIndemnitee, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification payment, including documentation with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities contained ; provided, however, that if requested by the Indemnitee, in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf the case of any Indemnified Party; Third Party Claims for which the Indemnifying Party is liable under the terms of this Agreement, the Indemnifying Party will pay the amounts due to such Third Party as a result of any settlement of such Third Party Claim in accordance with Section 5.7 directly to the Third Party as opposed to reimbursing the Indemnitee for the amounts paid in any such settlement. (iib) the knowledge Any claim on account of a Liability that does not result from a Third-Party Claim shall be asserted by written notice given by the Indemnified Indemnitee to the Indemnifying Party. Such Indemnifying Party shall have a period of Liabilities for thirty (30) days after the receipt of such notice within which it might to respond thereto. If such Indemnifying Party does not respond within such thirty (30)-day period, such Indemnifying Party shall be entitled deemed to indemnification hereunder; have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such thirty (iii) any termination of 30)-day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such Party as contemplated by this Agreement or any PSA; and the other Ancillary Agreements. (ivc) In the sale or other transfer by any party event of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Third-Party Claim against any claimant or plaintiff asserting such Third Third-Party Claim or against any other Person. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (d) In the event of an Action for which indemnification is sought pursuant to Section 5.4 or 5.5 and in which the Indemnifying Party is not a named defendant, if either the Indemnified Party Indemnitee or Indemnifying Party shall so request, the parties Parties shall endeavor use commercially reasonable efforts to substitute the Indemnifying Party for the named defendant if they conclude that substitution is desirable and practical. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this section, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlementdefendant.

Additional Matters. Indemnification payments in respect of any Liabilities (a) Any claim for which an Indemnified Party is entitled to indemnification under this Section 12.5 shall be paid by the Indemnifying Party to the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification payment, including documentation with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities contained in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSAAncillary Agreement which does not result from a Third-Party Claim (a “Direct Claim”) must be asserted by a written notice given by the Indemnitee to the applicable Indemnifying Party; provided, that the failure by an Indemnitee to so assert any such Direct Claim shall not prejudice the ability of the Indemnitee to do so at a later time except to the extent (if any) that the Indemnifying Party is actually and (iv) materially prejudiced thereby. Such Indemnifying Party shall have a period of 30 days after the sale receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to provide indemnification with respect to such claim. If such Indemnifying Party does not respond within such 30-day period or other transfer rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such Indemnitee as contemplated by any party of any assets or businesses this Agreement or the assignment by it Ancillary Agreements, as applicable, without prejudice to its continuing rights to pursue indemnification or contribution hereunder. (b) In the event of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Third-Party Claim against any claimant or plaintiff asserting such Third Third-Party Claim or against any other Person. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (c) In the event of an Action relating to a Liability that has been allocated to an Indemnifying Party pursuant to the terms of this Agreement or any Ancillary Agreement in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the parties Parties shall endeavor to substitute the Indemnifying Party for the named defendant if they conclude that substitution is desirable and practicalor add the Indemnifying Party as an additional named defendant, to the extent practicable. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this sectionin, and subject to, Section 6.05 and this Section 6.06, the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts experts, fees and all other external expenses), the costs of any judgment or settlement, settlement and the cost of any interest or penalties relating to any judgment or settlement. (d) If (i) a Party incurs any Liability arising out of this Agreement or any Ancillary Agreement; (ii) an adequate legal or equitable remedy is not available for any reason against the other Party to satisfy the Liability incurred by the incurring Party; and (iii) a legal or equitable remedy may be available to the other Party against a Third Party for such Liability, then the other Party shall use its commercially reasonable efforts to cooperate with the incurring Party, at the incurring Party’s expense, to permit the incurring Party to obtain the benefits of such legal or equitable remedy against the Third Party. (e) Indemnity Payments or contribution payments in respect of any Liabilities for which an Indemnitee is entitled to indemnification or contribution under this Article VI shall be paid reasonably promptly (but in any event within 60 days of the final determination of the amount that the Indemnitee is entitled to indemnification or contribution under this Article VI) by the Indemnifying Party to the Indemnitee as such Liabilities are incurred upon demand by the Indemnitee, including reasonably satisfactory documentation setting forth the basis for the amount of such Indemnity Payments or contribution payments, including documentation with respect to calculations made and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnity and contribution provisions contained in this Article VI shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; and (ii) the knowledge by the Indemnitee of Liabilities for which it might be entitled to indemnification or contribution hereunder. THE PARTIES UNDERSTAND AND AGREE THAT THE RELEASE FROM LIABILITIES AND INDEMNIFICATION OBLIGATIONS HEREUNDER AND UNDER THE ANCILLARY AGREEMENTS MAY INCLUDE RELEASE FROM LIABILITIES AND INDEMNIFICATION FOR LOSSES RELATING TO, RESULTING FROM, OR ARISING OUT OF, DIRECTLY OR INDIRECTLY AND IN WHOLE OR IN PART, AN INDEMNITEE’S OWN NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL FAULT. (f) In the event that an indemnity payment pursuant to this Article VI shall be denominated in a currency other than United States dollars, the amount of such payment shall be translated into United States dollars using the Foreign Exchange Rate for such currency determined in accordance with the following rules: (i) with respect to any Liability arising from payment by a financial institution under a guarantee, comfort letter, letter of credit, foreign exchange contract or similar instrument, the Foreign Exchange Rate for such currency shall be determined as of the date on which such financial institution shall have been reimbursed; (ii) with respect to any Liability covered by insurance, the Foreign Exchange Rate for such currency shall be the Foreign Exchange Rate employed by the insurance company providing such insurance in settling such Liability with the Indemnifying Party; and (iii) with respect to any Liability not covered by clause (i) or (ii) above, the Foreign Exchange Rate for such currency shall be determined as of the date that notice of the claim with respect to such Liability shall be given to the Indemnifying Party. (g) The provisions of Sections 6.02 through 6.11 hereof shall not apply with respect to Taxes or Tax matters (including the control of Tax related proceedings), which shall be governed by the TMA.

Additional Matters. Indemnification payments in respect (a) Any claim on account of any Liabilities for a Liability which an Indemnified does not result from a Third Party is entitled to indemnification under this Section 12.5 Claim shall be paid asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party to shall have a period of 30 days after the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount receipt of such indemnification notice within which to respond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, including documentation with respect such Indemnitee shall be free to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of pursue such Liabilities. The indemnities contained in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made remedies as may be available to such party as contemplated by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and the Ancillary Agreements. (ivb) In the sale or other transfer by any party event of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Personperson. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense (including allocated costs of in-house counsel and other personnel) of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (c) In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant, add the Indemnifying Party as a named defendant if they conclude that substitution is desirable and practicalat all practicable. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this sectionsection and subject to Section 4.4 with respect to Contingent Liabilities, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement.the

Additional Matters. Indemnification payments in respect 7.5.1 Any claim on account of any Liabilities for a Loss which an Indemnified does not result from a Third Party is entitled to indemnification under this Section 12.5 Claim shall be paid asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party to shall have a period of thirty (30) days after the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount receipt of such indemnification payment, including documentation with respect notice within which to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities contained in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and (iv) the sale or other transfer by any party of any assets or businesses or the assignment by it of any liabilitiesrespond thereto. If such Indemnifying Party does not respond within such thirty (30) day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such thirty (30) day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such Indemnitee as contemplated by this Agreement. 7.5.2 In the event of payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . 7.5.3 In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party Indemnitee or Indemnifying Party shall so request, the parties Parties shall endeavor to substitute the Indemnifying Party for the named defendant or otherwise hold the Indemnifying Party as party thereto, if they conclude that substitution is desirable and practicalat all practicable. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this sectionSection, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts experts’ fees and all other external expenses), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlementsettlement with respect to such Third Party Claim.

Additional Matters. Indemnification payments (a) Promptly after the incurrence of any Damages by any Indemnitee that does not result from a Third Party Claim, which might give rise to indemnification hereunder, the Indemnitee shall deliver to the applicable Indemnifying Parties a certificate (a “Claim Certificate”), which Claim Certificate shall: (i) state that the Indemnitee has paid or anticipates it will incur liability for Damages for which such Indemnitee believes it is entitled to indemnification pursuant to this Agreement; and (ii) specify in reasonable detail each individual item of Damages included in the amount so stated, the date such item was paid (if paid), the basis for any anticipated Liability and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation, if possible, of the amount to which such Indemnitee claims to be entitled hereunder. (b) In the event that the Indemnifying Party shall object to the indemnification of an Indemnitee in respect of any Liabilities for claim or claims specified in any Claim Certificate (other than a Third Party Claim, which an Indemnified Party is entitled to indemnification under this addressed in Section 12.5 shall be paid by 7.4), the Indemnifying Party shall, within thirty (30) days after receipt by the Indemnitee of such Claim Certificate, deliver to the Indemnified Party as Indemnitee a notice to such Liabilities are incurred upon demand by the Indemnified Partyeffect, including reasonably satisfactory documentation setting forth specifying in reasonable detail the basis for such objection and the amount Indemnifying Party and the Indemnitee shall, within the sixty (60) day period beginning on the date of receipt by the Indemnitee of such indemnification paymentobjection, including documentation attempt in good faith to agree upon the rights of the respective parties with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount each of such Liabilities. The indemnities contained in this Section 12.5 claims to which the Indemnifying Party shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and (iv) the sale or other transfer by any party of any assets or businesses or the assignment by it of any liabilitieshave so objected. If such Indemnifying Party does not respond within such period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If the Indemnitee and the Indemnifying Party reach agreement on their respective rights with respect to any of such claims, the Indemnitee and the Indemnifying Party shall promptly prepare and sign a memorandum of agreement setting forth such agreement. If the Indemnitee and the Indemnifying Party are unable to agree as to any particular item or items or amount or amounts within such time period, then the Indemnitee shall be permitted to submit such Dispute to arbitration as set forth in Section 8.2 for resolution. (c) In the event of payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other PersonPerson but only to the extent of such payment. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the reasonable cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. In an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant if they conclude that substitution is desirable and practical. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this section, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement.

Additional Matters. Indemnification payments in respect (a) Any claim on account of any Liabilities for which an Indemnified a Liability that does not result from a Third Party is entitled to indemnification under this Section 12.5 Claim shall be paid asserted by the Indemnifying Party to the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification payment, including documentation with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities contained in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; (ii) the knowledge written notice given by the Indemnified Party to the related Indemnifying Party in accordance with Section 4.06(a). Such Indemnifying Party shall have a period of Liabilities for 30 days after the receipt of such notice within which it might to respond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be entitled deemed to have refused to accept responsibility to provide indemnification hereunder; (iii) any termination of with respect to such claim. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, such Indemnified Party shall be free to pursue such remedies as may be available to such party as contemplated by this Agreement or any PSA; and and, as applicable, the Ancillary Agreements. (ivb) In the sale or other transfer by any party event of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party as to any events or circumstances in respect of which such Indemnified Party may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnified Party shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (c) In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the parties Parties shall endeavor to add the Indemnifying Party as a named defendant or substitute the Indemnifying Party for the named defendant if they conclude that substitution is desirable and practicaldefendant. If such addition or substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this section, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlementArticle IV.

Additional Matters. (a) Indemnification payments in respect of any Liabilities for which an Indemnified Party Indemnitee is entitled to indemnification under this Section 12.5 Article V shall be paid by the Indemnifying Party to the Indemnified Party Indemnitee as such Liabilities are incurred upon demand by the Indemnified PartyIndemnitee, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification payment, including documentation with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities contained ; provided, however, that if requested by the Indemnitee, in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf the case of any Indemnified Party; Third Party Claims for which the Indemnifying Party is liable under the terms of this Agreement, the Indemnifying Party will pay the amounts due to such Third Party as a result of any settlement of such Third Party Claim in accordance with Section 5.7 directly to the Third Party as opposed to reimbursing the Indemnitee for the amounts paid in any such settlement. THE INDEMNITY AGREEMENTS CONTAINED IN THIS ARTICLE V SHALL REMAIN OPERATIVE AND IN FULL FORCE AND EFFECT, REGARDLESS OF (iiI) the knowledge ANY INVESTIGATION MADE BY OR ON BEHALF OF ANY INDEMNITEE AND (II) THE KNOWLEDGE BY THE INDEMNITEE OF LIABILITIES FOR WHICH IT MIGHT BE ENTITLED TO INDEMNIFICATION HEREUNDER. (b) Any claim on account of a Liability that does not result from a Third-Party Claim shall be asserted by written notice given by the Indemnified Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of Liabilities for thirty (30) days after the receipt of such notice within which it might to respond thereto. If such Indemnifying Party does not respond within such thirty (30)-day period, such Indemnifying Party shall be entitled deemed to indemnification hereunder; have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such thirty (iii) any termination of 30)-day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such Party as contemplated by this Agreement or any PSA; and the other Ancillary Agreements. (ivc) In the sale or other transfer by any party event of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Third-Party Claim against any claimant or plaintiff asserting such Third Third-Party Claim or against any other Person. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (d) In the event of an Action for which indemnification is sought pursuant to Section 5.4 or 5.5 and in which the Indemnifying Party is not a named defendant, if either the Indemnified Party Indemnitee or Indemnifying Party shall so request, the parties Parties shall endeavor use commercially reasonable efforts to substitute the Indemnifying Party for the named defendant if they conclude that substitution is desirable and practical. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this section, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlementdefendant.

Additional Matters. Indemnification payments in respect (a) Any claim on account of any Liabilities for a Liability which an Indemnified does not result from a Third Party is entitled to indemnification under this Section 12.5 Claim shall be paid asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party to shall have a period of 30 days after the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount receipt of such indemnification notice within which to respond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, including documentation with respect such Indemnitee shall be free to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of pursue such Liabilities. The indemnities contained in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made remedies as may be available to such party as contemplated by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination Article V of this Agreement or any PSA; and Agreement. (ivb) In the sale or other transfer by any party event of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Personperson. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (c) In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant if they conclude that substitution is desirable and practicalat all practicable. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this section, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement.

Additional Matters. (a) Indemnification payments in respect of any Liabilities for which an Indemnified Party Indemnitee is entitled to indemnification under this Section 12.5 Article V shall be paid by the Indemnifying Party to the Indemnified Party Indemnitee as such Liabilities are incurred upon demand by the Indemnified PartyIndemnitee, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification payment, including documentation with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities contained in this Section 12.5 THE INDEMNITY AGREEMENTS CONTAINED IN THIS ARTICLE V SHALL REMAIN OPERATIVE AND IN FULL FORCE AND EFFECT, REGARDLESS OF (I) ANY INVESTIGATION MADE BY OR ON BEHALF OF ANY INDEMNITEE, (II) THE KNOWLEDGE BY THE INDEMNITEE OF LIABILITIES FOR WHICH IT MIGHT BE ENTITLED TO INDEMNIFICATION HEREUNDER AND (III) ANY TERMINATION OF THIS AGREEMENT. (b) Any claim on account of a Liability that does not result from a Third-Party Claim shall remain operative and in full force and effect, regardless of (i) any investigation made be asserted by or on behalf of any Indemnified Party; (ii) the knowledge written notice given by the Indemnified Indemnitee to the Indemnifying Party. Such Indemnifying Party shall have a period of Liabilities for thirty (30) days after the receipt of such notice within which it might to respond thereto. If such Indemnifying Party does not respond within such thirty (30)-day period, such Indemnifying Party shall be entitled deemed to indemnification hereunder; have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such thirty (iii) any termination of 30)-day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such party as contemplated by this Agreement or any PSA; and the Ancillary Agreements. (ivc) In the sale or other transfer by any party event of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Third-Party Claim against any claimant or plaintiff asserting such Third Third-Party Claim or against any other Person. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (d) In the event of an Action for which indemnification is sought pursuant to Section 5.2 or 5.3 and in which the Indemnifying Party is not a named defendant, if either the Indemnified Party Indemnitee or Indemnifying Party shall so request, the parties shall endeavor use commercially reasonable efforts to substitute the Indemnifying Party for the named defendant defendant. (e) In the event that Enova or Parent establishes a risk accrual in an amount of at least $500 thousand with respect to any Third-Party Claim for which such party has indemnified the other party pursuant to Section 5.2 or 5.3, as applicable, it shall notify the other party of the existence and amount of such risk accrual (i.e., when the accrual is recorded in the financial statements as an accrual for a potential liability), subject to the parties entering into an appropriate agreement with respect to the confidentiality and/or privilege thereof. (f) An Indemnitee shall take all reasonable steps to mitigate damages in respect of any claim for which it seeks indemnification hereunder, and shall use reasonable efforts to avoid any costs or expenses associated with such claim and, if they conclude that substitution is desirable such costs and practical. If such substitution or addition expenses cannot be achieved avoided, to minimize the amount thereof; provided, however, that an Indemnitee shall have no obligation to make a claim for recovery against any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this section, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement, and the cost of any interest or penalties relating its insurers with respect to any judgment or settlementLosses for which it is seeking indemnification. (g) THE RELEASES AND INDEMNIFICATION OBLIGATIONS OF THE PARTIES IN THIS AGREEMENT ARE EXPRESSLY INTENDED, AND SHALL OPERATE AND BE CONSTRUED, TO APPLY EVEN WHERE THE LOSSES OR LIABILITIES FOR WHICH THE RELEASE AND/OR INDEMNITY ARE GIVEN ARE CAUSED, IN WHOLE OR IN PART, BY THE SOLE, JOINT, JOINT AND SEVERAL, CONCURRENT, CONTRIBUTORY, ACTIVE OR PASSIVE NEGLIGENCE OR THE STRICT LIABILITY OR FAULT OF THE PARTY BEING RELEASED OR INDEMNIFIED.

Additional Matters. Indemnification payments in respect (a) Any claim on account of any Liabilities for a Loss which an Indemnified does not result from a Third Party is entitled to indemnification under this Section 12.5 Claim shall be paid asserted by written notice given by the Indemnitee to the Indemnifying Party. Any such notice shall describe the claim in reasonable detail. Such Indemnifying Party shall have a period of 30 days after the receipt of such notice within which to the Indemnified respond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such Party as such Liabilities are incurred upon demand contemplated by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification payment, including documentation with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities contained in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and the Ancillary Agreements. (ivb) In the sale or other transfer by any party event of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party as to any events or circumstances Indemnitee in respect of which any rights, defenses or claims of such Indemnified Party may have any right, defense or claim Indemnitee relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other PersonClaim. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party as may reasonably be required in a reasonable manner, and at connection with the cost and expense prosecution of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. , and its reasonable out-of-pocket costs and expenses in connection therewith shall be reimbursed by the Indemnifying Party. (c) In the event of an Action involving a Third Party Claim in which the Indemnifying Party Indemnitee is not a named defendant, if either the Indemnified Party Indemnitee or Indemnifying Party shall so request, the parties Parties shall endeavor to substitute cause the Indemnifying Party for the Indemnitee not to remain a named defendant defendant, if they conclude that substitution is desirable and practical. If such substitution or addition cannot be achieved for any reason or is not requestedreasonably practicable. (d) Except as expressly provided herein, the named defendant indemnity obligations under this Article III shall allow apply notwithstanding any investigation made by or on behalf of any Indemnitee and shall apply without regard to whether the Indemnifying Party to manage the Action Loss for which indemnity is claimed hereunder is based on strict liability, absolute liability or any other theory of liability or arises as set forth in this sectionan obligation for contribution. (e) THE PARTIES UNDERSTAND AND AGREE THAT THE RELEASE FROM LIABILITIES AND INDEMNIFICATION AND CONTRIBUTION OBLIGATIONS HEREUNDER AND UNDER THE ANCILLARY AGREEMENTS ARE INTENDED TO APPLY REGARDLESS OF CAUSE AND MAY INCLUDE RELEASE FROM LIABILITIES, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action INDEMNIFICATION AND CONTRIBUTION FOR LOSSES RESULTING FROM, OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, AND IN WHOLE OR IN PART, AN INDEMNITEE’S OWN NEGLIGENCE (including court costsWHETHER SOLE, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expensesJOINT OR CONCURRENT OR ACTIVE OR PASSIVE), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlementSTRICT LIABILITY OR OTHER LEGAL FAULT.

Additional Matters. Indemnification payments in respect (a) Any claim on account of any Liabilities for which an Indemnified a Liability that does not result from a Third Party is entitled to indemnification under this Section 12.5 Claim shall be paid asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party to shall have a period of 30 days after the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount receipt of such indemnification notice within which to respond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, including documentation with respect such Indemnitee shall be free to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of pursue such Liabilities. The indemnities contained in this Section 12.5 shall remain operative and in full force and effect, regardless of (i) any investigation made remedies as may be available to such party as contemplated by or on behalf of any Indemnified Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; (iii) any termination of this Agreement or any PSA; and the Ancillary Agreements. (ivb) In the sale or other transfer by any party event of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party Indemnitee in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party Indemnitee as to any events or circumstances in respect of which such Indemnified Party Indemnitee may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Personperson. Such Indemnified Party Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (c) In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant defendant, if they conclude that substitution is desirable and practicalat all practicable. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this section, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlementSection.

Additional Matters. (a) Indemnification payments in respect of any Liabilities for which an Indemnified Party is entitled to indemnification under this Section 12.5 Article V shall be paid by the Indemnifying Party to the Indemnified Party as such Liabilities are incurred upon reasonable demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification payment, including documentation with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnities indemnity agreements contained in this Section 12.5 Article V shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party; , (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification hereunder; hereunder and (iii) any termination of this Agreement. (b) Any claim on account of a Liability which does not result from a Third Party Claim shall be asserted by written notice given by the Indemnified Party to the applicable Indemnifying Party. Such Indemnifying Party shall have a period of 20 days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 20-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 20-day period or rejects such claim in whole or in part, such Indemnified Party shall be free to pursue such remedies as may be available to such party as contemplated by this Agreement or any PSA; and the Ancillary Agreements without prejudice to its continuing rights to pursue indemnification hereunder. (ivc) the sale or other transfer by any party of any assets or businesses or the assignment by it of any liabilities. If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party as to any events or circumstances in respect of which such Indemnified Party may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnified Party shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. . (d) In an Action a Third Party Claim in which the Indemnifying Party is not a named defendantparty, if either the Indemnified Party or Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant party if they conclude that substitution is desirable and practical. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant Indemnified Party shall allow the Indemnifying Party to manage the Action Third Party Claim as set forth in this sectionSection 5.7(d), and the Indemnifying Party shall fully indemnify the named defendant Indemnified Party against all costs Liabilities. (e) For all Tax purposes, GGP and Spinco agree to treat (i) any payment required by this Agreement (other than payments with respect to interest accruing after the Effective Time) as either a contribution by GGP to Spinco or a distribution by Spinco to GGP, as the case may be, occurring immediately prior to the Effective Time or as a payment of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment an assumed or settlementretained Liability, and (ii) any payment of interest as taxable or deductible, as the cost of any interest case may be, to the party entitled under this Agreement to retain such payment or penalties relating required under this Agreement to any judgment or settlementmake such payment, in either case except as otherwise required by applicable Law.