Common use of Claim Procedure Clause in Contracts

Claim Procedure. (a) A party that seeks indemnity under this Article 8 (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses. (b) If the Indemnified Party seeks indemnity under this Article 8 in response to a claim or Proceeding by another Person not a party to this Agreement (a “Third Party Claim”), then the Indemnified Party will give a Claim Notice to the Indemnifying Party within ten (10) days after the Indemnified Party has received notice or otherwise learns of the assertion of such Third Party Claim and will include in the Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other Person, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claim; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability under this Agreement except to the extent such delay or deficiency prejudices or otherwise adversely affects the rights of the Indemnifying Party with respect thereto. (c) In the event of a Third Party Claim, the Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control of the defense of such Third Party Claim; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below). (d) The party not controlling the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party Claim, then the reasonable fees and expenses of counsel to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense of the Third Party Claim (the “Controlling Party”) with such information as it may have with respect to the Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect thereto. (e) The Indemnifying Party will not agree to any settlement of, or consent to the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnified Party; provided, however, that the consent of the Indemnified Party will not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Party.

Claim Procedure. (a) A party Party that seeks indemnity under this Article 8 VI (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the party Party from whom indemnification is sought (an “Indemnifying Party”) ), whether the Losses Damages sought arise from matters solely between the parties Parties or from Third Third-Party Claims described in Section 8.3(b)Claims. The Claim Notice must contain (i) a description and, if known, the estimated amount (the “Claimed Amount”) of any Losses Damages incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party Party, and (iii) a demand for payment of those Losses. (b) If the Indemnified Party seeks indemnity under this Article 8 in response to a claim or Proceeding by another Person not a party to this Agreement (a “Third Party Claim”), then the Indemnified Party will give a Claim Notice to the Indemnifying Party within ten (10) days after the Indemnified Party has received notice or otherwise learns of the assertion of such Third Party Claim and will include in the Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other Person, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claim; provided, however, that no Damages. No delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability under this Agreement or obligation hereunder except to the extent of any Damages caused by or arising out of such delay or deficiency prejudices or otherwise adversely affects the rights deficiency. (b) Within 30 calendar days after delivery of a Claim Notice the Indemnifying Party will deliver to the Indemnified Party a written response in which the Indemnifying Party will either: (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount and, in which case, the Indemnifying Party will pay the Claimed Amount in accordance with respect theretoa payment and distribution method reasonably acceptable to the Indemnified Party; or (ii) dispute that the Indemnified Party is entitled to receive all or any portion of the Claimed Amount, in which case, the Parties will resort to the dispute resolution procedures set forth in Article VIII. (c) In the event of a Third Party Claim, the Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control of the defense of such Third Party Claim; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below). (d) The party not controlling the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and disputes the Indemnified Party have conflicting interests or different defenses available with respect to Claimed Amount, as soon as practicable but in no event later than 15 calendar days after the Third Party Claim, then the reasonable fees and expenses of counsel to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense receipt of the Third Party Claim (notice referenced in Section 6.5(b)(ii), the “Controlling Party”) Parties will begin the process to resolve the matter in accordance with the dispute resolution provisions of Article VIII. Upon ultimate resolution thereof, the Parties will take such actions as are reasonably necessary to comply with such information as it may have with respect to the Third Party Claim (including copies terms of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect theretoresolution. (e) The Indemnifying Party will not agree to any settlement of, or consent to the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnified Party; provided, however, that the consent of the Indemnified Party will not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Party.

Claim Procedure. (a) A party that seeks indemnity under this Article 8 (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain (i) a description andEach Party, if knownon behalf of itself and its respective BioMarin Indemnitees or Merck Serono Indemnitees (each such Person, an “Indemnitee”), agrees to provide the estimated amount indemnifying Party prompt written notice of any Losses incurred or reasonably expected Proceeding for which such Indemnitee intends to be incurred by the Indemnified Party, (ii) assert a reasonable explanation of the basis for the Claim Notice right to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses. (b) If the Indemnified Party seeks indemnity indemnification under this Article 8 in response to a claim or Proceeding by another Person not a party to this Agreement (a “Third Party Claim”); provided, then however, that failure to give such notification shall not affect each applicable Indemnitee’s entitlement to indemnification (or the Indemnified Party will give a Claim Notice to the Indemnifying Party within ten (10corresponding indemnifying Party’s indemnification obligations) days after the Indemnified Party has received notice or otherwise learns of the assertion of such Third Party Claim and will include in the Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other Person, in each case hereunder except to the extent known that the indemnifying Party shall have been prejudiced as a result of such failure. The indemnifying Party shall have the initial right (but not obligation) to defend, settle or otherwise dispose of any Claim for which an Indemnitee intends to assert a right to indemnification under this Agreement as contemplated in the preceding sentence if, and for so long as, the indemnifying Party has recognized in a written notice to the Indemnified PartyIndemnitee provided within [*] days of such written notice its obligation to indemnify the Indemnitee for any Losses to which such Indemnitee may become subject, accompanied by including reasonable supporting documentation submitted by such third party (to the extent then in the possession fees and disbursements of the Indemnified Party) counsel and (ii) the assertion expenses of the claim or the notice of the commencement of any Proceeding reasonable investigation relating to such Third Party Claim; provided, however, that no delay or deficiency on if the part indemnifying Party assumes control of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability under this Agreement except to the extent such delay defense, settlement or deficiency prejudices or otherwise adversely affects the rights of the Indemnifying Party with respect thereto. (c) In the event disposition of a Third Party Claim, the Indemnifying indemnifying Party will be entitled shall obtain the written consent of each applicable Indemnitee prior to participate in the defense thereof andceasing to defend, if it so chooses, assume at any time control settling or otherwise disposing of the defense thereof with counsel reasonably satisfactory Claim. If the indemnifying Party fails to the Indemnified Party by giving to the Indemnified Party state in a written notice of during such [*] day period its intention willingness to assume control of the defense of such Third a Claim, the BioMarin Indemnitee(s) or Merck Serono Indemnitee(s), as the case may be, shall have the right to defend, settle or otherwise dispose of such Claim, subject to the applicable provides. If there is a disagreement concerning the obligations of a Party Claim; providedhereunder, however, that either the Indemnified Indemnitee or the indemnifying Party may participate initiate litigation in a court of competent jurisdiction pursuant to the applicable provisions of Article XI for purposes of having the matter settled in accordance with the terms of this Agreement. (ii) Notwithstanding Section 8.01(c)(i), the indemnifying Party shall not be entitled to assume the defense of any Claim, if (1) the Claim seeks, or could reasonably be expected to seek, an order, injunction or other equitable relief or relief for other than money damages against the Indemnitee that the Indemnitee reasonably determines cannot be separated from any related claim for money damages or (2) the Claim could reasonably be expected to result in criminal liability. If such Third equitable relief or other relief portion of the Claim can be so separated from that for money damages, the indemnifying Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below). (d) The party not controlling shall be entitled to assume the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. Howeverportion relating to money damages, if the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect subject to the Third Party Claim, then the reasonable fees and expenses of counsel to the Indemnified Party will be considered as “Losses” for purposes provisions of this Agreement. The Non-controlling Party will furnish the party controlling the defense of the Third Party Claim (the “Controlling Party”) with such information as it may have with respect to the Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect theretoSection 8.01(c). (e) The Indemnifying Party will not agree to any settlement of, or consent to the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnified Party; provided, however, that the consent of the Indemnified Party will not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Party.

Claim Procedure. (a) A party that seeks indemnity under this Article 8 (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain (i) a description andEach Party, if knownon behalf of itself and its respective BioMarin Indemnitees or Merck Serono Indemnitees (each such Person, an “Indemnitee”), agrees to provide the estimated amount indemnifying Party prompt written notice of any Losses incurred or reasonably expected Proceeding for which such Indemnitee intends to be incurred by the Indemnified Party, (ii) assert a reasonable explanation of the basis for the Claim Notice right to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses. (b) If the Indemnified Party seeks indemnity indemnification under this Article 8 in response to a claim or Proceeding by another Person not a party to this Agreement (a “Third Party Claim”); provided, then however, that failure to give such notification shall not affect each applicable Indemnitee’s entitlement to indemnification (or the Indemnified Party will give a Claim Notice to the Indemnifying Party within ten (10corresponding indemnifying Party’s indemnification obligations) days after the Indemnified Party has received notice or otherwise learns of the assertion of such Third Party Claim and will include in the Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other Person, in each case hereunder except to the extent known that the indemnifying Party shall have been prejudiced as a result of such failure. The indemnifying Party shall have the initial right (but not obligation) to defend, settle or otherwise dispose of any Claim for which an Indemnitee intends to assert a right to indemnification under this Agreement as contemplated in the preceding sentence if, and for so long as, the indemnifying Party has recognized in a written notice to the Indemnified PartyIndemnitee provided within [*] days of such written notice its obligation to indemnify the Indemnitee for any Losses to which such Indemnitee may become subject, accompanied by including reasonable supporting documentation submitted by such third party (to the extent then in the possession fees and disbursements of the Indemnified Party) counsel and (ii) the assertion expenses of the claim or the notice of the commencement of any Proceeding reasonable investigation relating to such Third Party Claim; provided, however, that no delay or deficiency on if the part indemnifying Party assumes control of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability under this Agreement except to the extent such delay defense, settlement or deficiency prejudices or otherwise adversely affects the rights of the Indemnifying Party with respect thereto. (c) In the event disposition of a Third Party Claim, the Indemnifying indemnifying Party will be entitled shall obtain the written consent of each applicable Indemnitee prior to participate in the defense thereof andceasing to defend, if it so chooses, assume at any time control settling or otherwise disposing of the defense thereof with counsel reasonably satisfactory Claim. If the indemnifying Party fails to the Indemnified Party by giving to the Indemnified Party state in a written notice of during such [*] day period its intention willingness to assume control of the defense of such Third a Claim, the BioMarin Indemnitee(s) or Merck Serono Indemnitee(s), as the case may be, shall have the right to defend, settle or otherwise dispose of such Claim, subject to the applicable provides. If there is a disagreement concerning the obligations of a Party Claim; providedhereunder, however, that either the Indemnified Indemnitee or the indemnifying Party may participate initiate litigation in a court of competent jurisdiction pursuant to the applicable provisions of Article XI for purposes of having the matter settled in accordance with the terms of this Agreement. (ii) Notwithstanding Section 6.01(c)(i), the indemnifying Party shall not be entitled to assume the defense of any Claim, if (1) the Claim seeks, or could reasonably be expected to seek, an order, injunction or other equitable relief or relief for other than money damages against the Indemnitee that the Indemnitee reasonably determines cannot be separated from any related claim for money damages or (2) the Claim could reasonably be expected to result in criminal liability. If such Third equitable relief or other relief portion of the Claim can be so separated from that for money damages, the indemnifying Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below). (d) The party not controlling shall be entitled to assume the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. Howeverportion relating to money damages, if the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect subject to the Third Party Claim, then the reasonable fees and expenses of counsel to the Indemnified Party will be considered as “Losses” for purposes provisions of this Agreement. The Non-controlling Party will furnish the party controlling the defense of the Third Party Claim (the “Controlling Party”) with such information as it may have with respect to the Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect theretoSection 6.01(c). (e) The Indemnifying Party will not agree to any settlement of, or consent to the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnified Party; provided, however, that the consent of the Indemnified Party will not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Party.

Claim Procedure. (a) A party that seeks indemnity under this Article 8 (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation explanation, accompanied by reasonable supporting documentation, of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses. (b) If the Indemnified Party seeks indemnity under this Article 8 in response to a claim or Proceeding by another Person not a party to this Agreement (a “Third Party Claim”), then the Indemnified Party will give a Claim Notice to the Indemnifying Party within ten (10) days after the Indemnified Party has received notice or otherwise learns of the assertion of such Third Party Claim and will include in the Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other Person, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claim; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability under this Agreement except to the extent such delay or deficiency prejudices or otherwise adversely affects the rights of the Indemnifying Party with respect thereto. (c) In the event of a Third Party Claim, the The Indemnifying Party will be entitled have 30 days after receipt of notice of such Third Party Claim to participate in the defense thereof and, if it so chooses, elect to assume at any time control of the defense thereof of such Third Party Claim with counsel reasonably satisfactory to the Indemnified Party by giving to the Indemnified Party written notice of its the intention to assume control of such defense. If the defense Indemnifying Party elects not to assume control of such Third Party Claim; provideddefense, however, that the Indemnified Party may participate in the defense of will control such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below)defense. (d) The party not controlling the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if the Indemnifying Party assumes control of such defense as permitted above and and, based upon the reasonable opinion of counsel to the Indemnified Party reasonably concludes that acceptable to the Indemnifying Party, a conflict or potential conflict of interest exists between the Indemnified Party and the Indemnifying Party and which makes the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party Claimrepresentation of both parties inappropriate under applicable standards of professional conduct, then the reasonable fees and expenses of counsel to the Indemnified Party will be considered and included as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense of the Third Party Claim (the “Controlling Party”) with such information as it may have with respect to the Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect thereto. (e) The Indemnifying Party will not agree to any settlement of, or consent to the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnified Party; provided, however, that the consent of the Indemnified Party will not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Party.

Claim Procedure. (a) A party that seeks indemnity under this Article 8 entitled to indemnification hereunder (an the “Indemnified PartyPerson”) will give written notice (a the “Claim Notice”) to the party from whom obligated to provide indemnification is sought hereunder (an the “Indemnifying PartyPerson”) whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain as promptly as is practicable after (i) a description and, if known, the estimated amount becoming aware of any Losses incurred Damages for which the Indemnified Person intends to seek indemnification, or reasonably expected to be incurred (ii) receipt by the Indemnified Party, (ii) a reasonable explanation Person of the basis for the Claim Notice to the extent notice of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses. (b) If the Indemnified Party seeks indemnity under this Article 8 in response to a any claim or the commencement of any Proceeding against it by another a Person not a party to this Agreement other than an Indemnified Person (a “Third Party Claim”), then ) which may result in Damages for which the Indemnified Party will give Person is entitled to indemnification hereunder. The Claim Notice shall provide reasonable detail and indicate the amount (estimated, if necessary) of the Damages and/or asserted Liability that has been or may be suffered by the Indemnified Person. Except as provided in Section 6.5 below, the failure to provide a Claim Notice (or to provide it promptly) will not relieve the Indemnifying Person of any Liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Party within ten (10) days after Person demonstrates that the Indemnified Party has received notice or otherwise learns of the assertion defense of such Third Party Claim and will include in is actually prejudiced by the Indemnifying Person’s failure to give such Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other Person, in each case or to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claim; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability under this Agreement except to the extent such delay or deficiency prejudices or otherwise adversely affects the rights of the Indemnifying Party with respect theretogive it promptly). (cb) In the event Within 15 days after receipt of a Claim Notice relating to a claim other than a Third Party Claim, the Indemnifying Party Person will be entitled to participate in the defense thereof and, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory deliver to the Indemnified Party Person a response in which the Indemnifying Person will either: (i) agree that the Indemnified Person is entitled to receive all of the Damages at issue in the Claim Notice; or (ii) dispute the Indemnified Person’s entitlement to indemnification by giving delivering to the Indemnified Party written Person a notice of its intention (an “Objection Notice”) setting forth in reasonable detail each disputed item, the basis for each such disputed item and certifying that all such disputed items are being disputed in good faith. If the Indemnifying Person fails to assume control take either of the defense of such Third Party Claim; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below). (d) The party not controlling the defense foregoing actions within 15 days after delivery of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party ClaimNotice, then the reasonable fees Indemnifying Person will be deemed to have irrevocably accepted the Claim Notice and expenses of counsel the Indemnifying Person will be deemed to have irrevocably agreed to pay the Damages at issue in the Claim Notice. If the Indemnifying Person delivers an Objection Notice to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense Person within 15 days after delivery of the Third Party Claim (Notice, then the “Controlling Party”) dispute may be resolved by any legally available means consistent with such information as it may have with respect to the Third Party Claim (including copies provisions of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect theretoSection 8.4. (e) The Indemnifying Party will not agree to any settlement of, or consent to the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnified Party; provided, however, that the consent of the Indemnified Party will not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Party.

Claim Procedure. (a) A party that seeks indemnity under this Article 8 (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain (i) a brief description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses. (b) If the Indemnified Party seeks indemnity under this Article 8 in response to a claim or Proceeding by another Person not a party to this Agreement (a “Third Party Claim”), then the Indemnified Party will give a Claim Notice to the Indemnifying Party promptly and in any event within ten (10) thirty days after the Indemnified Party has received notice or otherwise learns of the assertion of such Third Party Claim and will include in the Claim Notice (i) a brief description of the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other Person, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) Party and (ii) the assertion of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claim; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability under this Agreement except to the extent such delay or deficiency actually prejudices or otherwise adversely affects the rights of the Indemnifying Party with respect thereto. (c) In the event of a Third Party Claim, the Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory to the Indemnified Party party by giving to the Indemnified Party written notice of its intention to assume control of the defense of such Third Party Claim; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below). (d) The party not controlling the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party Claim, then the reasonable fees and expenses of counsel to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense of the Third Party Claim (the “Controlling Party”) with such information as it may have with respect to the Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect thereto. (e) The Indemnifying Party will not agree to any settlement of, or consent to the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnified Party; provided, however, that the consent of the Indemnified Party will not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further LiabilityLiability and does not impose any injunctive relief or criminal penalties on the Indemnified Party. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Party, unless the Indemnifying Party fails to defend the Indemnified Party pursuant to the terms of this Section 8.3.

Claim Procedure. (a) A party that seeks indemnity under this Article 8 7 (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain containing (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses. (a) Within thirty (30) days after delivery of a Claim Notice, the Indemnifying Party will deliver to the Indemnified Party a written response in which the Indemnifying Party will either: (i) agree that the Indemnified Party is entitled to receive all of the Losses at issue in the Claim Notice; or (ii) dispute the Indemnified Party’s entitlement to indemnification by delivering to the Indemnified Party a written notice (an “Objection Notice”) setting forth in reasonable detail each disputed item, the basis for each such disputed item and certifying that all such disputed items are being disputed in good faith. (b) If the Indemnified Indemnifying Party seeks indemnity under this Article 8 in response fails to a claim or Proceeding by another Person not a party to this Agreement take either of the foregoing actions within thirty (a “Third Party Claim”)30) days after delivery of the Claim Notice, then the Indemnified Indemnifying Party will give a be deemed to have irrevocably accepted the Claim Notice and the Indemnifying Party will be deemed to have irrevocably agreed to pay the Losses at issue in the Claim Notice. (c) If the Indemnifying Party delivers an Objection Notice to the Indemnifying Indemnified Party within ten thirty (1030) days after the Indemnified Party has received notice or otherwise learns delivery of the assertion Claim Notice, then the dispute may be resolved by any legally available means consistent with the provisions of such Third Party Claim and Section 7.6. (d) Any indemnification of the Seller Indemnified Parties pursuant to this Article 7 will include in be effected by wire transfer of immediately available funds from the Claim Notice Buyer to an account designated by the Seller. Any indemnification of the Buyer Indemnified Parties pursuant to this Article 7 will be: (i) as against the facts constituting Seller, effected by wire transfer of immediately available funds from the basis for such Third Party Claim and Seller to an account designated by the amount Buyer, or (ii) as against CGI, notwithstanding anything to the contrary herein or otherwise, effected in the following order: (a) by offset against the Excess Consideration Note (if then outstanding), (b) by reduction of the damages claimed by the other Person, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party Holdback (to the extent then in the possession of the Indemnified Partyavailable) and (iic) directly against CGI and effected by wire transfer of immediately available funds from CGI to an account designated by the assertion of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claim; providedBuyer, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability under this Agreement except each case solely to the extent such delay or deficiency prejudices or otherwise adversely affects the rights of the Indemnifying Party with respect thereto. (c) In the event of a Third Party Claim, the Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control of the defense of such Third Party Claim; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below). (d) The party not controlling the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party Claim, then the reasonable fees and expenses of counsel to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense of the Third Party Claim (the “Controlling Party”) with such information as it may have with respect to the Third Party Claim (including copies of any summons, complaint or other pleading which may disputed amounts have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Nonfinally determined pursuant to a final non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect theretoappealable Judgment. (e) The Indemnifying Party foregoing indemnification payments and transfers will not agree to any settlement of, or consent to be made within five (5) Business Days after the entry date on which (i) the amount of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent payments are determined by mutual agreement of the Indemnified Party; providedparties, however, that (ii) the consent amount of the Indemnified Party will not be required if the Indemnifying Party agrees in writing to pay any amounts payable such payments are determined pursuant to Section 7.5(b) if an Objection Notice has not been timely delivered in accordance with Section 7.5(a) or (iii) both such settlement or any Judgment amount and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Party’s obligation to pay such amount have been finally determined by a final Judgment of a court having jurisdiction over such proceeding as permitted by Section 8.11 (“Final Determination”) if an Objection Notice has been timely delivered in accordance with Section 7.5(b).

Claim Procedure. (a) A Each party that seeks indemnity entitled to indemnification under this Article 8 VII (an the “Indemnified Party”) will shall give written notice (a “Claim Notice”) to the party from whom required to provide indemnification is sought (an the “Indemnifying Party”) whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses. (b) If the Indemnified Party seeks indemnity under this Article 8 in response to a claim or Proceeding by another Person not a party to this Agreement (a “Third Party Claim”), then the Indemnified Party will give a Claim Notice to the Indemnifying Party within ten (10) days promptly after the such Indemnified Party has received notice or otherwise learns of the assertion of such Third Party Claim and will include in the Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other Person, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or the written notice of the commencement of any Proceeding relating claim as to such Third Party Claim; providedwhich indemnity may be sought, however, that no delay or deficiency on the part of the Indemnified Party in so notifying and shall permit the Indemnifying Party will relieve to assume the defense of any such claim or any litigation resulting therefrom, provided that the counsel for the Indemnifying Party of any Liability under this Agreement except who is to the extent such delay or deficiency prejudices or otherwise adversely affects the rights of the Indemnifying Party with respect thereto. (c) In the event of a Third Party Claim, the Indemnifying Party will be entitled to participate in conduct the defense thereof and, if it so chooses, assume at any time control of the defense thereof with counsel such claim or litigation is reasonably satisfactory to the Indemnified Party by giving to the (whose approval shall not be unreasonably withheld or delayed). The Indemnified Party written notice of its intention to assume control of the may participate in such defense of at such Third Party ClaimIndemnified Party’s expense; provided, however, that the Indemnifying Party shall bear the expense of such defense of the Indemnified Party may participate if (i) the Indemnifying Party has agreed in writing to pay such expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such Third Party Claim with its own claim or to employ counsel at its own expense, except as provided in Section 8.3(d) below). (d) The party not controlling the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party Claim, then the reasonable fees and expenses of counsel satisfactory to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense of the Third Party Claim Party, or (the “Controlling Party”iii) with such information as it may have with respect to the Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect thereto. (e) The Indemnifying Party will not agree to any settlement of, or consent to the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent reasonable judgment of the Indemnified Party, based upon the written advice of such Indemnified Party’s counsel, representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interest; provided, however, that the consent of the Indemnified Party will not be required if in no event shall the Indemnifying Party agrees be liable for the fees and expenses of more than one counsel (excluding one local counsel per jurisdiction as necessary) for all Indemnified Parties in writing to pay connection with any amounts payable pursuant to such settlement one action or any Judgment and such settlement separate but similar or Judgment includes a full, complete and unconditional release related actions in the same jurisdiction arising out of the Indemnified Party from further Liabilitysame event, allegations or circumstances. The Indemnified Party will shall not agree to make any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The failure of any Indemnified Party to give notice as provided herein shall relieve the Indemnifying Party of its obligations under this Article VII only to the extent that such failure to give notice shall materially prejudice the Indemnifying Party in the defense of any such claim or any such litigation. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the prior written consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement (a) that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation in form and substance reasonably satisfactory to such Indemnified Party or (b) that includes an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Party.

Claim Procedure. (a) Each party shall act in good faith in asserting any claim for indemnity or response to a claim for indemnity hereunder. A party that seeks indemnity under this Article 8 11 (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain containing (i) a description and, if known, the estimated amount of any Losses Damages incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those LossesDamages. (b) If the Indemnified Party seeks indemnity under this Article 8 in response to a claim or Proceeding by another Person not a party to this Agreement Within thirty (a “Third Party Claim”), then the Indemnified Party will give 30) calendar days after delivery of a Claim Notice to the Indemnifying Party within ten (10) days after the Indemnified Party has received notice or otherwise learns of the assertion of such Third Party Claim and will include in the Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other PersonNotice, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claim; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve deliver to the Indemnified Party a written response in which the Indemnifying Party of any Liability under this Agreement except will either: (i) agree that the Indemnified Party is entitled to the extent such delay or deficiency prejudices or otherwise adversely affects the rights of receive from the Indemnifying Party with respect theretoall of the Damages at issue in the Claim Notice; or (ii) dispute the Indemnified Party’s entitlement to indemnification by delivering to the Indemnified Party a written notice (an “Objection Notice”) setting forth in reasonable detail each disputed item, the basis for each such disputed item and certifying that all such disputed items are being disputed in good faith. (c) In If the event Indemnifying Party fails to take either of a Third Party Claimthe foregoing actions within thirty (30) calendar days after delivery of the Claim Notice, then the Indemnifying Party will be entitled deemed to participate have irrevocably accepted the Claim Notice and the Indemnifying Party will be deemed to have irrevocably agreed to pay the Damages at issue in the defense thereof and, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control of the defense of such Third Party Claim; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below)Notice. (d) The party not controlling the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if If the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party Claim, then the reasonable fees and expenses of counsel delivers an Objection Notice to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense within thirty (30) calendar days after delivery of the Third Party Claim (Notice, then the “Controlling Party”) dispute may be resolved by any legally available means consistent with such information as it may have with respect to the Third Party Claim (including copies provisions of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect theretoSection 12.6. (e) Any indemnification pursuant to this Article 11 finally resolved pursuant to Section 11.4(f) shall be effected by wire transfer of immediately available funds to an account designated by Indemnified Party. (f) The Indemnifying Party foregoing indemnification payments will not agree to any settlement of, or consent to be made within five (5) Business Days after the entry date on which (i) the amount of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent payments are determined by mutual agreement of the Indemnified Party; providedparties, however, that (ii) the consent amount of the Indemnified Party will not be required if the Indemnifying Party agrees in writing to pay any amounts payable such payments are determined pursuant to Section 11.4(c) if an Objection Notice has not been timely delivered in accordance with Section 11.4(b) or (iii) both such settlement or any Judgment amount and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Party’s obligation to pay such amount have been determined by an arbitrator having jurisdiction over such proceeding as permitted by Section 12.6 if an Objection Notice has been timely delivered in accordance with Section 11.4(b).

Claim Procedure. (ai) A party that seeks indemnity Each Party, on behalf of itself and its respective Titan Indemnitees or Braeburn Indemnitees, as applicable (each such Person, an “Indemnitee”), agrees to provide the indemnifying Party prompt written notice of any Proceeding for which such Indemnitee intends to assert a right to indemnification under this Article 8 (an “Indemnified Party”) will give written notice Agreement (a “Claim NoticeClaim”); provided, however, that failure to give such notification shall not affect each applicable Indemnitee’s entitlement to indemnification (or the corresponding indemnifying Party’s indemnification obligations) hereunder except to the party from whom indemnification is sought (an “Indemnifying Party”) whether extent that the Losses sought arise from matters solely between the parties or from Third indemnifying Party Claims described in Section 8.3(b)shall have been prejudiced as a result of such failure. The Claim Notice must contain (i) a description andSuch notice shall contain, if knownwith respect to each Claim, such facts and information as are then reasonably available, the estimated amount of any Losses incurred or reasonably expected to be incurred by Losses, and the Indemnified Party, specific basis for indemnification hereunder. (ii) If any Claim is based on any Proceeding by a reasonable explanation of third party with respect to which the basis for the Claim Notice Indemnitee intends to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses. (b) If the Indemnified Party seeks indemnity claim any Losses under this Article Section 8 in response to a claim or Proceeding by another Person not a party to this Agreement (a “Third Party Claim”), then the Indemnified Indemnitee shall promptly notify the indemnifying Party will give a Claim Notice to the Indemnifying Party within ten (10) days after the Indemnified Party has received notice or otherwise learns of the assertion of such Third Party Claim and will include in (the Claim Notice (i) the facts constituting the basis for such “Third Party Claim and Notice”). The indemnifying Party shall have the amount initial right (but not obligation) to defend, settle or otherwise dispose of any Third Party Claim for which an Indemnitee intends to assert a right to indemnification under this Agreement if the indemnifying Party provides written notice to the Indemnitee within 30 days of the damages claimed by Third Party Claim Notice indicating its intention to assume such defense and acknowledging its obligation to indemnify the other PersonIndemnitee for any Losses to which such Indemnitee may become subject, in each case to the extent known to the Indemnified Party, accompanied by including reasonable supporting documentation submitted by such third party (to the extent then in the possession fees and disbursements of the Indemnified Party) counsel and (ii) the assertion expenses of the claim or the notice of the commencement of any Proceeding reasonable investigation relating to such Third Party Claim; provided, however, that no delay or deficiency on . After written notice to the part Indemnitee of the Indemnified Party in so notifying indemnifying Party’s election to assume the Indemnifying Party will relieve the Indemnifying Party of any Liability under this Agreement except to the extent such delay or deficiency prejudices or otherwise adversely affects the rights of the Indemnifying Party with respect thereto. (c) In the event defense of a Third Party Claim, the Indemnifying indemnifying Party will be entitled shall have the full authority to participate in the conduct such defense thereof and, if it so chooses, assume at any time control and to settle or otherwise dispose of the defense same and the Indemnitee shall fully cooperate in such defense; provided, however, that the indemnifying Party shall obtain the written consent of each applicable Indemnitee prior to entering into any judgment, compromise or settlement that (A) does not relate solely to monetary damages (other than non-monetary relief incidental to such monetary damages) arising from such Third Party Claim or (B) does not include as an unconditional term thereof with counsel reasonably satisfactory the giving by the Third Party claimant to the Indemnified Indemnitee of a release from all liability in respect thereof. If the indemnifying Party by giving fails to the Indemnified Party written deliver notice of its intention to assume control defense of such Third Party Claim, the defense Titan Indemnitee(s) or Braeburn Indemnitee(s), as the case may be, shall have the right to defend, settle or otherwise dispose of such Third Party Claim; provided, howeverthat in such case the Indemnitee shall afford the indemnifying Party an opportunity to participate in such defense, at its cost and expense, and shall consult with the indemnifying Party prior to settling or otherwise disposing of any such Third Party Claim; provided, further, that the Indemnified Indemnitee shall obtain the written consent of each applicable Indemnitee prior to ceasing to defend, settling or otherwise disposing of the Third Party Claim. If there is a disagreement concerning the obligations of a Party hereunder, either the Indemnitee or the indemnifying Party may participate initiate litigation in a court of competent jurisdiction pursuant to the applicable provisions of Section 11 for purposes of having the matter settled in accordance with the terms of this Agreement. Notwithstanding the foregoing, the indemnifying Party shall not be entitled to assume the defense of such any Third Party Claim, if (1) the Third Party Claim with its own counsel at its own expenseseeks an order, except as provided injunction or other equitable relief or relief for other than money damages against the Indemnitee that the Indemnitee reasonably determines cannot be separated from any related claim for money damages or (2) the Third Party Claim could reasonably be expected to result in Section 8.3(d) below). (d) The party not controlling the defense criminal liability. If such equitable relief or other relief portion of the Third Party Claim (can be so separated from that for money damages, the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if the Indemnifying indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect shall be entitled to the Third Party Claim, then the reasonable fees and expenses of counsel to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling assume the defense of the Third Party Claim (the “Controlling Party”) with such information as it may have with respect portion relating to money damages, subject to the Third Party Claim (including copies provisions of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect theretothis Section 8(d). (e) The Indemnifying Party will not agree to any settlement of, or consent to the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnified Party; provided, however, that the consent of the Indemnified Party will not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Party.

Claim Procedure. (a) A party Party that seeks indemnity under this Article 8 V (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the party Party from whom indemnification is sought (an “Indemnifying Party”) ), whether the Losses Damages sought arise from matters solely between the parties Parties or from Third Third-Party Claims described in Section 8.3(b)Claims. The Claim Notice must contain (i) a description and, if known, the estimated amount (the “Claimed Amount”) of any Losses Damages incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party Party, and (iii) a demand for payment of those Losses. (b) If the Indemnified Party seeks indemnity under this Article 8 in response to a claim or Proceeding by another Person not a party to this Agreement (a “Third Party Claim”), then the Indemnified Party will give a Claim Notice to the Indemnifying Party within ten (10) days after the Indemnified Party has received notice or otherwise learns of the assertion of such Third Party Claim and will include in the Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other Person, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claim; provided, however, that no Damages. No delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability under this Agreement or obligation hereunder except to the extent of any Damages caused by or arising out of such delay or deficiency prejudices or otherwise adversely affects the rights deficiency. (b) Within 45 days after delivery of a Claim Notice that does not involve a Third-Party Claim, the Indemnifying Party will deliver to the Indemnified Party a written response in which the Indemnifying Party will either: (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount and, in which case, the Indemnifying Party will pay the Claimed Amount in accordance with respect theretoa payment and distribution method reasonably acceptable to the Indemnified Party; or (ii) dispute that the Indemnified Party is entitled to receive all or any portion of the Claimed Amount, in which case, the Parties will resort to the dispute resolution procedures set forth in Article VII. (c) In the event of a Third Party Claim, the Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control of the defense of such Third Party Claim; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below). (d) The party not controlling the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and disputes the Indemnified Party have conflicting interests or different defenses available with respect to Claimed Amount, as soon as practicable but in no event later than 15 days after the Third Party Claim, then the reasonable fees and expenses of counsel to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense receipt of the Third Party Claim (notice referenced in Section 5.5(b)(ii), the “Controlling Party”) Parties will begin the process to resolve the matter in accordance with the dispute resolution provisions of Article VII. Upon ultimate resolution thereof, the Parties will take such actions as are reasonably necessary to comply with such information as it may have with respect to the Third Party Claim (including copies terms of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect theretoresolution. (e) The Indemnifying Party will not agree to any settlement of, or consent to the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnified Party; provided, however, that the consent of the Indemnified Party will not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Party.

Claim Procedure. (a) A party that seeks indemnity under this Article 8 9 (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain containing (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses. (a) Within 30 days after delivery of a Claim Notice, the Indemnifying Party will deliver to the Indemnified Party a written response in which the Indemnifying Party will either: (i) agree that the Indemnified Party is entitled to receive all of the Losses at issue in the Claim Notice; or (ii) dispute the Indemnified Party’s entitlement to indemnification by delivering to the Indemnified Party a written notice (an “Objection Notice”) setting forth in reasonable detail each disputed item, the basis for each such disputed item and certifying that all such disputed items are being disputed in good faith. (b) If the Indemnified Indemnifying Party seeks indemnity under this Article 8 in response fails to a claim or Proceeding by another Person not a party to this Agreement (a “Third Party Claim”)take either of the foregoing actions within 30 days after delivery of the Claim Notice, then the Indemnified Party will give a Claim Notice to the Indemnifying Party within ten (10) days after the Indemnified Party has received notice or otherwise learns of the assertion of such Third Party Claim and will include in the Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other Person, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claim; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve be deemed to have irrevocably accepted the Claim Notice and the Indemnifying Party of any Liability under this Agreement except will be deemed to have irrevocably agreed to pay the extent such delay or deficiency prejudices or otherwise adversely affects Losses at issue in the rights of the Indemnifying Party with respect theretoClaim Notice. (c) In the event of a Third Party Claim, If the Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory delivers an Objection Notice to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control within 30 days after delivery of the defense Claim Notice, then the dispute may be resolved by any legally available means consistent with the provisions of such Third Party Claim; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below)9.4. (d) The party not controlling the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party Claim, then the reasonable fees and expenses of counsel to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense of the Third Party Claim (the “Controlling Party”) with such information as it may have with respect to the Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect thereto.[omitted] (e) The Indemnifying Party will not agree to any settlement of, or consent to the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent Any indemnification of the Seller Indemnified Party; provided, however, that Parties pursuant to this Article 9 will be effected by wire transfer of immediately available funds from the consent Buyer to an account designated by the Seller. Any indemnification of the Buyer Indemnified Party will not be required if the Indemnifying Party agrees in writing to pay any amounts payable Parties pursuant to this Article 9 will be effected by wire transfer of immediately available funds from the Seller to an account designated by the Buyer. (f) The foregoing indemnification payments and transfers will be made within five Business Days after the date on which (i) the amount of such settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release payments are determined by mutual agreement of the Indemnified Party from further Liability. The Indemnified Party will parties, (ii) the amount of such payments are determined pursuant to Section 9.3(b) if an Objection Notice has not agree to any settlement of, been timely delivered in accordance with Section 9.3(a) or the entry of any Judgment (other than a Judgment of dismissal on the merits without costsiii) arising from, any both such Third Party Claim without the prior written consent of amount and the Indemnifying Party’s obligation to pay such amount have been finally determined by a final Judgment of a court having jurisdiction over such proceeding as permitted by Section 10.11 (“Final Determination”) if an Objection Notice has been timely delivered in accordance with Section 9.3(b).

Claim Procedure. (aClaims under Section 8.2 against the Escrow Fund with respect to Target’s representations and warranties shall be made on or prior to the tenth business day after the Survival Date to the extent the claim arose on or prior to the Survival Date. Any other claims against the Escrow Fund shall be made on or prior to the Escrow Termination Date. Subject to Section 8.6(b) A party that seeks indemnity under this Article 8 below, upon receipt by the Escrow Agent on or before the Escrow Termination Date of a certificate signed by the chief financial or chief executive officer of Acquiror (an “Indemnified PartyOfficer’s Certificate”) will give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain ): (i) a description andstating that an Indemnified Person has incurred, if knownpaid or properly accrued, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Partyand in good faith anticipates that it may incur, (ii) a reasonable explanation of the basis for the Claim Notice pay or properly accrue in connection with any Claims made or initiated prior to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses. (b) If the Indemnified Party seeks indemnity under this Article 8 in response to a claim or Proceeding by another Person not a party to this Agreement (a “Third Party Claim”)Escrow Termination Date, then the Indemnified Party will give a Claim Notice to the Indemnifying Party within ten (10) days after the Indemnified Party has received notice or otherwise learns of the assertion of such Third Party Claim and will include in the Claim Notice (i) the facts constituting the basis for such Third Party Claim Damages and the amount of the damages claimed by the other Personsuch Damages (which, in each the case of Damages not yet incurred, paid or properly accrued, may be the maximum amount reasonably and in good faith anticipated to the extent known to the Indemnified Partybe incurred, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and paid or properly accrued); (ii) specifying in reasonable detail the assertion individual items of Damages included in the amount so stated, the date each such item was incurred, paid or properly accrued and the specific nature of the claim Claim to which such Damages are related; and (iii) specifying whether and to what extent the Damages are to be deducted from the General Escrow Shares or the notice Secondary Escrow Shares; then the Escrow Agent shall, subject to the provisions of Section 8.7 and Section 8.8 of this Agreement, deliver to Acquiror (on behalf of itself or any other Indemnified Person) out of the commencement of any Proceeding relating Escrow Fund, including the portions thereof designated as General Escrow Shares and Secondary Escrow Shares, as promptly as practicable, Acquiror Common Stock or other property held in the Escrow Fund, including the portions thereof designated as General Escrow Shares and Secondary Escrow Shares, having a value equal to such Third Party ClaimDamages; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability under this Agreement except that, to the extent that such delay Damages have not then been incurred, paid or deficiency prejudices properly accrued by such Indemnified Person, Acquiror (on behalf of itself or otherwise adversely affects any other Indemnified Person) shall not be so entitled to receive, and the rights Escrow Agent shall not deliver, shares or other property held in the Escrow Fund in respect thereof unless and until such Damages are actually incurred, paid or properly accrued by such Indemnified Person. Subject to the provisions of Section 8.7 and Section 8.8, all shares of Acquiror Common Stock subject to such claims shall remain in the Indemnifying Party with respect thereto. Escrow Fund until the earliest to occur of (cA) In the event of a Third Party ClaimDamages actually are incurred or paid, the Indemnifying Party (B) Acquiror determines in its reasonable good faith judgment that no Damages will be entitled required to participate in the defense thereof andbe incurred or paid, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control of the defense of such Third Party Claim; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(dor (C) below). (d) The party not controlling the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to claims which Acquiror has accrued or disclosed, the Third Party Claim, then earlier of (1) such time as the reasonable fees and expenses of counsel to claims are no longer accrued or disclosed or (2) the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense expiration of the Third Party Claim (the “Controlling Party”) applicable statute of limitations, in which event such shares shall be distributed in accordance with such information as it may have with respect to the Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect theretoSection 8.10. (e) The Indemnifying Party will not agree to any settlement of, or consent to the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnified Party; provided, however, that the consent of the Indemnified Party will not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Party.

Claim Procedure. (a) A party that seeks indemnity under this Article 8 9 (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) whether the Losses sought arise from matters solely between the parties or from Third Party Claims described containing reasonably and in Section 8.3(b). The Claim Notice must contain good faith (i) a description and, if known, and the estimated amount to the extent determinable of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses. (b) If the Indemnified Party seeks indemnity under this Article 8 in response to a claim or Proceeding by another Person not a party to this Agreement (a “Third Party Claim”), then the Indemnified Party will give Within 30 days after delivery of a Claim Notice to the Indemnifying Party within ten (10) days after the Indemnified Party has received notice or otherwise learns of the assertion of such Third Party Claim and will include in the Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other PersonNotice, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claim; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve deliver to the Indemnified Party a written response in which the Indemnifying Party will either: (i) agree that the Indemnified Party is entitled to receive all of any Liability under this Agreement except the Losses at issue in the Claim Notice; or (ii) dispute the Indemnified Party’s entitlement to indemnification by delivering to the extent Indemnified Party a written notice (an “Objection Notice”) setting forth each disputed item and the good faith, reasonable basis for disputing each such delay or deficiency prejudices or otherwise adversely affects the rights of the Indemnifying Party with respect theretodisputed item. (c) In If the event Indemnifying Party fails to take either of a Third Party Claimthe foregoing actions within 30 days after delivery of the Claim Notice, then the Indemnifying Party will be entitled deemed to participate in have irrevocably accepted the defense thereof and, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control of the defense of such Third Party Claim; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below)Notice. (d) The party not controlling the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if If the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party Claim, then the reasonable fees and expenses of counsel delivers an Objection Notice to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense within 30 days after delivery of the Third Party Claim (Notice, then the “Controlling Party”) dispute may be resolved by any legally available means consistent with such information as it may have with respect to the Third Party Claim (including copies provisions of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect theretoSection 11.11. (e) If any Purchaser Indemnified Party is the Indemnified Party with respect to any claim for indemnification pursuant to this Article 9, the parties will contemporaneously deliver to the Escrow and Exchange Agent copies of each Claim Notice and Objection Notice in connection with such claim. (f) Any indemnification of the Securityholders pursuant to this Article 9 will be effected by wire transfer of immediately available funds to an account designated by the Stockholder Representative. All indemnification payments to be received by the Securityholders in accordance with this Article 9 will be allocated among the Stockholders in proportion to each Securityholder’s pro rata share of the Holdback Fund as set forth on the Final Merger Consideration Allocation Schedule. (g) The foregoing indemnification payments will be made within 10 Business Days after the date on which (i) the amount of such payments are determined by mutual agreement of the parties, (ii) the amount of such payments are determined pursuant to Section 9.3(c) if an Objection Notice has not been timely delivered in accordance with Section 9.3(b) or (iii) both such amount and the Indemnifying Party’s obligation to pay such amount have been determined by a final Judgment of a court having jurisdiction over such proceeding as permitted by Section 11.11 if an Objection Notice has been timely delivered in accordance with Section 9.3(b) (the “Settlement Date”). For purposes of Section 9.3 and Section 9.4, (i) if the Securityholders comprise the Indemnifying Party, any references to the Indemnifying Party (except provisions relating to an obligation to make or a right to receive any payments) will not agree be deemed to any settlement of, or consent refer to the entry of any Judgment Stockholder Representative and (other than a Judgment of dismissal on ii) if the merits without costs) arising from, any such Third Party Claim without the prior written consent of Securityholders comprise the Indemnified Party; provided, however, that the consent of any references to the Indemnified Party (except provisions relating to an obligation to make or a right to receive any payments) will not be required if deemed to refer to the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying PartyStockholder Representative.

Claim Procedure. (ai) A party that seeks indemnity under this Article 8 If any member of either the Seller Group or the Purchaser Group, as the case may be (an “Indemnified Party”) will give written ), receives notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain (i) a description and, if known, the estimated amount has knowledge of any Losses incurred or reasonably expected matter which it believes another party to be incurred by this Agreement is obligated to provide indemnification pursuant to this Section 10 (the Indemnified Party“Indemnitor”), (ii) regardless of whether such Claim is a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by which has originated directly from the Indemnified Party and does not result from a Claim made by any other person or entity (iiia “Direct Claim”) or a demand for payment of those Losses. (b) If Claim that has originated from a third person or entity and not directly from the Indemnified Party seeks indemnity under this Article 8 in response to a claim or Proceeding by another Person not a party to this Agreement (a “Third Party Claim”), then the Indemnified Party will give a Claim Notice to the Indemnifying Party (A) within ten thirty (1030) days after the Indemnified Party has received of receipt of such notice or otherwise learns first becoming knowledgeable thereof, give the Indemnitor written notice of the assertion of such Third Party Claim Claim; and will include in (B) promptly furnish the Indemnitor with all relevant information and copies of all pertinent documents relating to the Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other Person, in each case to the extent known to the Indemnified Party, accompanied by ’s possession or control or within a reasonable supporting documentation submitted by such third party (to the extent then in the possession period of time after the Indemnified Party) and (’s receipt thereof, as the case may be. ii) the assertion of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claim; provided, however, that no delay or deficiency on the part The failure of the Indemnified Party in so notifying to give notice of the Indemnifying Party Claim within said thirty (30) day period will relieve not affect the Indemnifying Party of any Liability Indemnified Party’s rights to indemnification under this Agreement Agreement, except if, and only to the extent that, the Indemnitor’s defense of such delay or deficiency prejudices or otherwise adversely affects the rights Claim is actually prejudiced by reason of the Indemnifying Party with respect theretosuch failure to give timely notice. (ciii) In The Indemnitor will promptly undertake and continuously defend such Claim with counsel of reputable standing at the event Indemnitor’s sole cost and expense, and, in the case of a Third Party Claim, the Indemnifying Indemnified Party will be entitled to participate in shall, at the defense thereof and, if it so chooses, assume at any time control sole cost and expense of the defense thereof Indemnitor, fully cooperate with counsel reasonably satisfactory to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control of the defense of such Third Party Claim; provided, however, that the Indemnified Party may participate Indemnitor in the defense of such Third Party Claim. The Indemnitor may effect settlement of a Claim with its own counsel on such terms and conditions as it shall determine provided that at its own expense, except as provided in Section 8.3(d) below). (d) The party not controlling such time the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if the Indemnifying Party assumes control of such defense as permitted above Indemnitor acknowledges and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party Claim, then the reasonable fees and expenses of counsel reaffirms to the Indemnified Party will be considered as “Losses” its financial responsibility for purposes of this Agreement. the Claim and the settlement thereof. iv) The Non-controlling Indemnitor shall promptly and continuously provide the Indemnified Party will furnish with all information regarding the party controlling Claim and the defense of thereof, and shall permit separate counsel for the Indemnified Party to participate and monitor all proceedings in connection with the Claim and the defense thereof, at the Indemnified Party’s sole cost and expense. v) If the Indemnified Party is required to pay any amount with respect to a Third Party Claim to which the Indemnified Party is entitled to indemnification under this Agreement, such amount shall be promptly (A) paid by the “Controlling Party”Indemnitor to the Indemnified Party upon the Indemnified Party giving the Indemnitor a written request therefor; or (B) deducted from the Earn Out Consideration in accordance with such information as it may have this Agreement. vi) Provided the Indemnitor promptly undertakes and continuously defends a Third Party Claim in good faith and at its sole cost and expense, neither the Indemnitor nor the Indemnified Party shall admit any liability with respect to the Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect thereto. (e) The Indemnifying Party will not agree to any settlement of, or consent to the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim or settle, compromise or otherwise resolve such Claim without the prior written consent of the Indemnified other Party, which written consent will not be unreasonably withheld; provided, however, that the Indemnitor may consent to a settlement of any Third Party Claim, if, but only if, such settlement shall be effected without admission of liability by the Indemnified Party and solely by virtue of the Indemnitor’s monetary payment whereby adequate arrangements for such payment, to the Indemnified Party’s reasonable satisfaction, are made by the Indemnitor. vii) If the Indemnitor does not timely undertake or continuously defend any Third Party Claim, then, without releasing or affecting any of the Indemnitor’s covenants and obligations set forth in this Section 10 or waiving or excusing the Indemnitor’s default or breach of this Section 10, the Indemnified Party will have the right, without prejudice to the Indemnified Party’s right to indemnification under this Agreement, to employ separate counsel to defend, settle or otherwise resolve such Third Party Claim in any manner and upon any terms as the Indemnified Party deems appropriate or advisable, as if such defense, settlement or other resolution had been undertaken, effected or accomplished by the Indemnitor, and, to the extent the Third Party Claim constitutes a Claim for which the Indemnified Party is entitled to indemnification under this Agreement, the Indemnitor shall immediately pay to the Indemnified Party upon written request therefor all costs and expenses of such defense, settlement or other resolution and the Indemnified Party’s separate counsel or, at the sole discretion of the Indemnified Party will not and if applicable, all such costs and expenses shall be required deducted from the Earn Out Consideration in accordance with this Agreement. viii) With respect to a Direct Claim, if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or any Judgment Indemnitor and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The agree within fifteen (15) days after notice of said Direct Claim is given to the Indemnitor, as to the validity and amount of such Direct Claim, the full amount of the Direct Claim shall be (A) paid by the Indemnitor to the Indemnified Party will upon the Indemnified Party giving the Indemnitor a written request therefor; or (B) deducted from the Earn Out Consideration in accordance with this Agreement, if applicable; provided, however, if the Indemnitor does not agree to any settlement of, the validity or the entry amount of any Judgment (other than a Judgment of dismissal on such Direct Claim, the merits without costs) arising from, any Indemnitor and the Indemnified Party may litigate such Third Party Claim without the prior written consent of the Indemnifying Partymatter.

Claim Procedure. (ai) A party that seeks indemnity under this Article 8 If a claim for Losses (an a “Indemnified PartyClaim”) will is to be made by an indemnified party, such indemnified party shall give written notice (a “Claim Notice”) to the indemnifying party from whom indemnification is sought (an the “Indemnifying Party”) whether ), promptly after such indemnified party becomes aware of any fact, condition or event which may give rise to Losses for which indemnification may be sought under this Section 8.2, specifying in reasonable detail the Losses sought arise from matters solely between the parties or from Third Party Claims described facts giving rise to any Claim and shall include in Section 8.3(b). The such Claim Notice must contain (iif then known) a description and, if known, the estimated amount or method of computation of the amount of such Claim, and a reference to the provisions of this Agreement or any Losses incurred agreement, certificate or reasonably expected to be incurred by instrument executed pursuant hereto or in connection herewith upon which such Claim is based, provided however that the Indemnified Party, (ii) a reasonable explanation failure of the basis for the Claim Notice to include the extent of materials described herein shall not excuse the facts then known Indemnifying Parties hereunder absent manifest prejudice. If any lawsuit or other action is filed or instituted against any indemnified party by the Indemnified Party and (iii) a demand for payment of those Losses. (b) If the Indemnified Party seeks indemnity under this Article 8 in response third Person with respect to a claim or Proceeding by another Person not matter subject to indemnity hereunder and as to which indemnification will be sought, a party to this Agreement notice thereof (a “Third Party ClaimNotice”), then the Indemnified Party will give a Claim Notice ) shall be given to the Indemnifying Party as promptly as practicable (and in any event within ten fifteen (1015) days Business Days after the Indemnified Party has received notice or otherwise learns service of the assertion of such Third Party Claim and will include in the Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other Person, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim citation or the notice of the commencement summons). The failure of any Proceeding relating indemnified party to give timely notice hereunder shall not affect such Third Party Claim; providedindemnified party’s rights to indemnification hereunder, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability under this Agreement except to the extent such delay or deficiency failure materially prejudices the Indemnifying Party’s ability to defend such Claim or otherwise adversely affects mitigate any Losses resulting therefrom. (ii) To the extent any Claim Notice is not governed by the Escrow Agreement (either due to the passage of time or the size of the indemnification sought), the Indemnifying Party shall have 30 days after the receipt of any Claim Notice pursuant hereto to provide such indemnified party with notice that it disagrees with the amount or method of determination set forth in the Claim Notice (the “Disagreement Notice”). If a timely Disagreement Notice is not received or to the extent an item is not objected to in the Disagreement Notice, the Claim Notice shall be deemed to have been accepted and final and binding on the parties, absent manifest error. If the Indemnifying Party delivers a timely Disagreement Notice, the parties shall resolve such conflict in accordance with the procedures set forth in Section 8.2(c)(iii). (iii) If the Indemnifying Party shall have provided a Disagreement Notice, the parties will attempt in good faith to agree upon the rights of the Indemnifying Party respective parties with respect thereto. (c) to each of such claims. If the parties should so agree, a memorandum setting forth such agreement will be prepared and signed by Parent, Buyer and Seller. In the event of a Third Party Claim, the parties shall fail to reach an agreement within 30 days after the date on which the Indemnifying Party will provided a Disagreement Notice, the dispute shall be entitled to participate resolved in accordance with the defense thereof and, if it so chooses, assume at any time control provisions of the defense thereof with counsel reasonably satisfactory to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control of the defense of such Third Party Claim; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below)11.11. (d) The party not controlling the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party Claim, then the reasonable fees and expenses of counsel to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense of the Third Party Claim (the “Controlling Party”) with such information as it may have with respect to the Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect thereto. (e) The Indemnifying Party will not agree to any settlement of, or consent to the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnified Party; provided, however, that the consent of the Indemnified Party will not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Party.

Claim Procedure. (a) A party that seeks indemnity under this Article ARTICLE 8 (an “Indemnified Party”) will give written notice (a an “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain containing (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses. (b) If Within 45 days after delivery of a Claim Notice, the Indemnifying Party will deliver to the Indemnified Party seeks indemnity under this Article 8 a written response in response to a claim or Proceeding by another Person not a party to this Agreement which the Indemnifying Party will either: (a “Third Party Claim”), then i) agree that the Indemnified Party will give a is entitled to receive all of the Losses at issue in the Claim Notice Notice; or (ii) dispute the Indemnified Party’s entitlement to the Indemnifying Party within ten (10) days after indemnification by delivering to the Indemnified Party has received a written notice or otherwise learns of the assertion of such Third Party Claim and will include (an “Objection Notice”) setting forth in the Claim Notice (i) the facts constituting as reasonable detail as is practical the basis for such Third Party Claim and the amount of the damages claimed by the other Person, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claim; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability under this Agreement except to the extent such delay or deficiency prejudices or otherwise adversely affects the rights of the Indemnifying Party with respect theretodispute. (c) In If the event Indemnifying Party fails to take either of a Third Party Claimthe foregoing actions within 90 days after delivery of the Claim Notice, then the Indemnifying Party will be entitled deemed to participate have irrevocably accepted the Claim Notice and the Indemnifying Party will be deemed to have irrevocably agreed to pay the Losses at issue in the defense thereof and, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control of the defense of such Third Party Claim; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below)Notice. (d) The party not controlling the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if If the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party Claim, then the reasonable fees and expenses of counsel delivers an Objection Notice to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense within 30 days after delivery of the Third Party Claim (Notice, then the “Controlling Party”) dispute may be resolved by any legally available means consistent with such information as it may have with respect to the Third Party Claim (including copies provisions of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect theretoSECTION 9.13. (e) The If any SurModics Indemnitee is the Indemnified Party with respect to any claim for indemnification pursuant to this ARTICLE 8, the parties will contemporaneously deliver to the Escrow Agent copies of each Claim Notice and Objection Notice in connection with such claim. (f) Any indemnification payment under this ARTICLE 8 or the Tax Deed will in the first instance be effected by way of (i) recourse to any then-remaining Indemnity Escrow Amount to be applied against each Seller in their Pro Rata Percentage and to the extent that the then-remaining Indemnity Escrow Amount is insufficient then (ii) by offset pursuant to SECTION 8.3(f). If the Indemnity Escrow Amount has been released or to the extent that any Seller has any additional liability which is not capable of offset, then the indemnification payment under this ARTICLE 8 or the Tax Deed will be effected by wire transfer or immediately available funds from the Indemnifying Party will not agree to any settlement of, or consent to the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of an account designated by the Indemnified Party; provided, however, that . Such indemnification payments will be made within five Business Days after the consent date on which (i) the amount of such payments are determined by mutual agreement of the Indemnified Party will not be required if parties, (ii) the Indemnifying Party agrees in writing to pay any amounts payable amount of such payments are determined pursuant to SECTION 8.5(c) if an Objection Notice has not been timely delivered in accordance with SECTION 8.5(b) or (iii) both such settlement or any Judgment amount and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Party’s obligation to pay such amount have been finally determined by a final judgment of a court having jurisdiction over such proceeding as permitted by SECTION 9.8 if an Objection Notice has been timely delivered in accordance with SECTION 8.5(b).

Claim Procedure. (a) A party that seeks indemnity In order for any Indemnified Party to be entitled to make a claim for indemnification under this Article 8 IX, Purchaser (on behalf of such Indemnified Party to the extent it is a Purchaser Indemnified Party) or Seller (on behalf of such Indemnified Party to the extent it is a Seller Indemnified Party) shall deliver a written notice (an “Indemnified Party”) will give written notice (a “Indemnification Claim Notice”) to the party from whom indemnification is sought (an “applicable Indemnifying Party”) whether the , promptly after it acquires knowledge of any fact, event or circumstance that may give rise to a claim for Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b)pursuant to this Article IX. The Each Indemnification Claim Notice must contain (i) a description and, if knownshall specify in reasonable detail the nature of, the estimated facts, circumstances and the amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, a good faith estimate (ii) a reasonable explanation of the basis for the Claim Notice only to the extent ascertainable) of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses. (b) If the potential Losses against which such Indemnified Party seeks indemnity under this Article 8 in response to a indemnification for, such claim or Proceeding by another Person not a party to asserted, and the provisions of this Agreement upon which such claim for indemnification is made; provided, however, that any failure by Purchaser or Seller (a “Third as applicable, on behalf of such Indemnified Party) to give such prompt Indemnification Claim Notice shall not relieve the Indemnifying Party Claim”)of its indemnification obligations, then except and only to the Indemnified extent that the Indemnifying Party will give a is actually materially prejudiced thereby. After delivery of an Indemnification Claim Notice to the Indemnifying Party within ten (10) days after the Indemnified Party has received notice or otherwise learns of the assertion of such Third Party Claim and will include in the Claim Notice Party, (i) the facts constituting Indemnified Party on behalf of which Purchaser or Seller, as applicable, has provided such Indemnification Claim Notice shall, upon written request from the basis for such Third Indemnifying Party, make available to the Indemnifying Party Claim and the amount of the damages claimed its Representatives all relevant information and all notices and documents (including court papers) received by the other Person, Indemnified Party in each case its or its Affiliates’ possession or under its control relating to the claim reasonably requested by the Indemnifying Party (except to the extent known that such action would result in a loss of attorney-client privilege; provided, that such Indemnified Party shall use its commercially reasonable efforts to provide such information in such format to the Indemnified Indemnifying Party, accompanied by reasonable supporting documentation submitted by or on an outside counsel only basis or in such third party (to the extent then other manner which would not result in the possession loss of the Indemnified Partysuch attorney-client privilege) and (ii) the assertion of Indemnified Party shall, and shall use commercially reasonable efforts to cause its Representatives, to, (A) be reasonably available to the Indemnifying Party and its Representatives during normal business hours to discuss such claim or the notice of the commencement of any Proceeding relating and (B) provide reasonable access to such Third properties, facilities, books, records, accountant work papers and other documents or information in their possession or under their control upon the Indemnifying Party Claim; and/or its Representatives may reasonably request (at the Indemnifying Party’s cost and expense) (provided, however, that no delay or deficiency on the part accountants of the Indemnified Party in so notifying shall not be obligated to make any working papers available to the Indemnifying Party will relieve the Indemnifying Party of any Liability under this Agreement except to the extent such delay or deficiency prejudices or otherwise adversely affects the rights of the Indemnifying Party with respect thereto. (c) In the event of a Third Party Claim, the Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control of the defense of such Third Party Claim; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below). (d) The party not controlling the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if the Indemnifying Party assumes control of such defense as permitted above Representatives unless and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party Claim, then the reasonable fees and expenses of counsel to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense of the Third Party Claim (the “Controlling Party”) with such information as it may have with respect to the Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on until such party or such Representative, as applicable, has signed a customary confidentiality and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect thereto. (e) The Indemnifying Party will not agree to any settlement of, or consent to the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnified Party; provided, however, that the consent of the Indemnified Party will not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant hold harmless agreement relating to such settlement or any Judgment access to working papers in form and substance reasonably acceptable to such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liabilityaccountants). The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Party.95

Claim Procedure. (a) A party that seeks indemnity under this Article 8 (an “Indemnified Party”) will give written notice (a “Claim Notice”) Any Person entitled to the party from whom indemnification is sought (an “Indemnifying Party”) whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain hereunder shall (i) a description and, if known, give prompt written notice to the estimated amount indemnifying party of any Losses incurred or reasonably expected claim with respect to be incurred by which it seeks indemnification (provided that the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice failure to give prompt notice shall impair any Person’s right to indemnification hereunder only to the extent of such failure has prejudiced the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses. (b) If the Indemnified Party seeks indemnity under this Article 8 in response to a claim or Proceeding by another Person not a party to this Agreement (a “Third Party Claim”), then the Indemnified Party will give a Claim Notice to the Indemnifying Party within ten (10) days after the Indemnified Party has received notice or otherwise learns of the assertion of such Third Party Claim and will include in the Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other Person, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Partyindemnifying party) and (ii) the assertion unless in such indemnified party’s reasonable judgment a conflict of the claim or the notice of the commencement of any Proceeding relating interest between such indemnified and indemnifying parties may exist with respect to such Third Party Claimclaim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided, however, that no delay or deficiency on any indemnified party shall have the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability under this Agreement except right to the extent such delay or deficiency prejudices or otherwise adversely affects the rights of the Indemnifying Party with respect thereto. (c) In the event of a Third Party Claim, the Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control of the defense of such Third Party Claim; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with select and employ its own counsel at its own expense, except as provided in Section 8.3(d) below(and one local counsel). (d) The party not controlling the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if the Indemnifying Party assumes control of If such defense as permitted above and is assumed, the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party Claim, then the reasonable fees and expenses of counsel to the Indemnified Party will indemnifying party shall not be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense of the Third Party Claim (the “Controlling Party”) with such information as it may have with respect to the Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect thereto. (e) The Indemnifying Party will not agree subject to any settlement ofliability for any settlement, compromise or consent to the entry of any Judgment judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder, unless such settlement, compromise or consent is consented to by such indemnifying party (other than a Judgment which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary in this Section 7, an indemnifying party shall not be liable for any amounts paid in settlement, compromise or consent to the entry of dismissal on the merits any judgment with respect to with respect to any pending or threatened claim, action, suit or proceeding such settlement, compromise or consent is effected without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnified Party; provided, however, that the consent of the Indemnified Party will indemnifying party (which consent shall not be required if unreasonably withheld, conditioned or delayed). An indemnifying party who is not entitled to, or elects not to, assume the Indemnifying Party agrees in writing defense of a claim shall not be obligated to pay any amounts payable pursuant the fees and expenses of more than one counsel (and one local counsel) for all parties indemnified by such indemnifying party with respect to such settlement or claim, unless in the reasonable judgment of any Judgment indemnified party a conflict of interest may exist between such indemnified party and any other of such settlement or Judgment includes indemnified parties with respect to such claim. In such instance, the conflicted indemnified parties shall have a fullright to retain one separate counsel (and one local counsel), complete and unconditional release chosen by mutual agreement of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement ofHolders included in the registration by such Holders that are conflicted indemnified parties, or at the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent expense of the Indemnifying Partyindemnifying party.

Claim Procedure. (a) A party that seeks indemnity under this Article 8 7 (an “"Indemnified Party”") will give written notice (a “"Claim Notice”") to the party from whom indemnification is sought (an “"Indemnifying Party”") whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain containing (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses. (b) If the Indemnified Party seeks indemnity under this Article 8 in response to a claim or Proceeding by another Person not a party to this Agreement (a “Third Party Claim”), then the Indemnified Party will give Within 30 days after delivery of a Claim Notice to the Indemnifying Party within ten (10) days after the Indemnified Party has received notice or otherwise learns of the assertion of such Third Party Claim and will include in the Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other PersonNotice, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claim; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve deliver to the Indemnified Party a written response in which the Indemnifying Party will either: (i) agree that the Indemnified Party is entitled to receive all of any Liability under this Agreement except the Losses at issue in the Claim Notice; or (ii) dispute the Indemnified Party's entitlement to indemnification by delivering to the extent Indemnified Party a written notice (an "Objection Notice") setting forth in reasonable detail each disputed item, the basis for each such delay or deficiency prejudices or otherwise adversely affects the rights of the Indemnifying Party with respect theretodisputed item and certifying that all such disputed items are being disputed in good faith. (c) In If the event Indemnifying Party fails to take either of a Third Party Claimthe foregoing actions within 30 days after delivery of the Claim Notice, then the Indemnifying Party will be entitled deemed to participate have irrevocably accepted the Claim Notice and the Indemnifying Party will be deemed to have irrevocably agreed to pay the Losses at issue in the defense thereof and, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control of the defense of such Third Party Claim; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below)Notice. (d) The party not controlling the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if If the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party Claim, then the reasonable fees and expenses of counsel delivers an Objection Notice to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense within 30 days after delivery of the Third Party Claim (Notice, then the “Controlling Party”) dispute may be resolved by any legally available means consistent with such information as it may have with respect to the Third Party Claim (including copies provisions of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect theretoSection 8.11. (e) The Any indemnification of an Indemnified Party pursuant to this Article 7 will be effected by wire transfer of immediately available funds from the Indemnifying Party will not agree to any settlement of, or consent to the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of an account designated by the Indemnified Party; provided, however, that . (f) The foregoing indemnification payments will be made within five business days after the consent date on which (i) the amount of such payments are determined by mutual agreement of the Indemnified Party will not be required if parties, (ii) the Indemnifying Party agrees in writing to pay any amounts payable amount of such payments are determined pursuant to Section 7.3(c) if an Objection Notice has not been timely delivered in accordance with Section 7.3(b) or (iii) both such settlement or any Judgment amount and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Party's obligation to pay such amount have been finally determined by a final Judgment of a court having jurisdiction over such proceeding as permitted by Section 8.11 if an Objection Notice has been timely delivered in accordance with Section 7.3(b).

Claim Procedure. (a) A party Party that seeks indemnity under this Article 8 11 (an “Indemnified Party”) will shall give written notice (a “Claim Notice”) to the party Party from whom indemnification is sought (an “Indemnifying Party”) whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain containing: (i) a description and, if known, of the type of Losses and a calculation made in good faith of the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, ; (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party Party; and (iii) a demand for payment of those Losses. (b) If Within forty-five (45) days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party seeks indemnity under this Article 8 a written response in response to a claim or Proceeding by another Person not a party to this Agreement which the Indemnifying Party shall either: (a “Third Party Claim”), then i) agree that the Indemnified Party will give a is entitled to receive all of the Losses at issue in the Claim Notice Notice; or (ii) dispute the Indemnified Party’s entitlement to the Indemnifying Party within ten (10) days after indemnification by delivering to the Indemnified Party has received a written notice or otherwise learns of the assertion of such Third Party Claim and will include (an “Objection Notice”) setting forth in the Claim Notice (i) the facts constituting reasonable detail each disputed item, the basis for each such Third Party Claim disputed item and the amount of the damages claimed by the other Person, certifying that all such disputed items are being disputed in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claim; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability under this Agreement except to the extent such delay or deficiency prejudices or otherwise adversely affects the rights of the Indemnifying Party with respect theretogood faith. (c) In the event of a Third Party Claim, If the Indemnifying Party will fails to take either of the foregoing actions within forty-five (45) days after delivery of the Claim Notice, then the Indemnifying Party shall be entitled deemed to participate have irrevocably accepted the Claim Notice and the Indemnifying Party shall be deemed to have irrevocably agreed to pay the Losses at issue in the defense thereof and, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control of the defense of such Third Party Claim; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below)Notice. (d) The party not controlling the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if If the Indemnifying Party assumes control delivers an Objection Notice within forty-five (45) days of such defense as permitted above the delivery of the Claim Notice, Seller and Purchaser shall attempt in good faith, for a period of at least thirty (30) days, to agree upon the Indemnified Party reasonably concludes that rights of the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available respective Parties with respect to each of such claims and the Losses at issue. If no such agreement can be reached after good faith negotiation and after thirty (30) days from the date of delivery of an Objection Notice, then either Purchaser or Seller may demand arbitration of the matter unless the amount of the Losses is at issue in a pending Third Party Claim, then in which event arbitration shall not be commenced until either such amount is finally determined pursuant to a final, non-appealable Judgment, or both Purchaser and Seller agree to arbitration, and in either such event the reasonable fees and expenses matter shall be settled by binding arbitration in accordance with the provisions of counsel to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense of the Third Party Claim Section 14.2 (the “Controlling Party”) with such information as it may have with respect to the Third Party Claim (including copies of but excluding any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel obligation in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect theretoSection 13.2(a)). (e) Any indemnification of Purchaser Indemnified Parties pursuant to this Article 11 shall be effected by wire transfer of immediately available funds to an account designated by Purchaser. Any indemnification of Seller Indemnified Parties pursuant to this Article 11 shall be effected by wire transfer of immediately available funds to an account designated by Seller. (f) The foregoing indemnification payments shall be made within five (5) Business Days after the date on which: (a) the amount of such payments are determined by mutual agreement of the Parties; (b) the amount of such payments are determined pursuant to Section 11.3(c) if an Objection Notice has not been timely delivered in accordance with Section 11.3(b); or (c) both such amount and the Indemnifying Party will not agree Party’s obligation to any settlement of, or consent to the entry of any Judgment (other than pay such amount have been finally determined by a final Judgment of dismissal on a tribunal having jurisdiction over such Proceeding as permitted by Section 11.3(d) if an Objection Notice has been timely delivered in accordance with Section 11.3(b). (g) Notwithstanding anything contained in Sections 11.3(a) to (f), it is understood and agreed between the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnified Party; provided, however, Parties that the consent of the Indemnified Party will Purchaser shall not be required if to deposit any funds in respect of Tax demands or claims for which indemnity has been provided by Seller in this Agreement. If any notice is issued by any Tax authority requiring Purchaser to deposit within a specified time any such claim or demand relating to Taxes, such amount shall be paid by Seller within the Indemnifying Party agrees time period specified in writing Sections 11.3(a) to pay any amounts payable pursuant to such settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, (f) or the entry of any Judgment (other than a Judgment of dismissal on time specified in the merits without costs) arising fromdemand / claim notice requiring Purchaser to make the payment, any such Third Party Claim without the prior written consent of the Indemnifying Partywhichever is earlier.

Claim Procedure. (a) A party that seeks indemnity under this Article 8 (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses. (b) If the Indemnified Party seeks indemnity under this Article 8 in response to a claim or Proceeding by another Person not a party to this Agreement (a “Third Party Claim”), then the Indemnified Party will give a Claim Notice to the Indemnifying Party within ten (10) days such period of time after the Indemnified Party has received receiving written notice or otherwise learns of the assertion of such Third Party Claim which would, in accordance with applicable Law, enable the Indemnifying Party an adequate period of time to answer or challenge such Third Party Claim, and in any event upon the earliest of (i) ten (10) Business Days, or (ii) a number of days equal to half of the legal term provided to answer or challenge the Third Party Claim. The Claim Notice will include in the Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other Person, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claim; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability under this Agreement except to the extent such delay or deficiency prejudices or otherwise adversely affects the rights of the Indemnifying Party with respect thereto. (c) In the event of a Third Party Claim, the Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control of the defense of such Third Party Claim; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below). (d) The party not controlling the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party Claim, then the reasonable fees and expenses of counsel to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense of the Third Party Claim (the “Controlling Party”) with such information as it may have with respect to the Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect thereto. (e) The Indemnifying Party will not agree to any settlement of, or consent to the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnified Party; provided, however, that the consent of the Indemnified Party will not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Party.

Claim Procedure. (a) A party that seeks indemnity under this Article 8 (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses. (b) If the Indemnified Party seeks indemnity under this Article 8 in response to a claim or Proceeding by another Person not a party to this Agreement (a “Third Party Claim”), then the Indemnified Party will give a Claim Notice to the Indemnifying Party within ten (10) days after the Indemnified Party has received notice or otherwise learns of the assertion of such Third Party Claim and will include in the Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other Person, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claim; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability under this Agreement except to the extent such delay or deficiency materially prejudices or otherwise adversely affects the rights of the Indemnifying Party with respect thereto. (c) In the event of a Third Party Claim, the Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control of the defense of such Third Party Claim; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below). (d) The party not controlling the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party Claim, then the reasonable fees and expenses of counsel to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense of the Third Party Claim (the “Controlling Party”) with such information as it may have with respect to the Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect thereto. (e) The Indemnifying Party will not agree to any settlement of, or consent to the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnified Party; provided, however, that the consent of the Indemnified Party will not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Party.

Claim Procedure. (a) A party Party that seeks indemnity under this Article 8 10 (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the party Party from whom indemnification is sought (an “Indemnifying Party”) whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain containing (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, and (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those LossesParty. (b) If the Indemnified Party seeks indemnity under this Article 8 in response to a claim or Proceeding by another Person not a party to this Agreement (a “Third Party Claim”), then the Indemnified Party will give Within 30 days after delivery of a Claim Notice to the Indemnifying Party within ten (10) days after the Indemnified Party has received notice or otherwise learns of the assertion of such Third Party Claim and will include in the Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other PersonNotice, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claim; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve deliver to the Indemnified Party a written response to such Claim Notice. If the Indemnifying Party fails to so respond within 30 days after delivery of any Liability under this Agreement except to the extent such delay or deficiency prejudices or otherwise adversely affects the rights of Claim Notice, then the Indemnifying Party with respect theretowill be deemed to have irrevocably accepted the Claim Notice and agreed to pay the Losses at issue in the Claim Notice. (c) In If, within 30 days after delivery of the event of a Third Party ClaimClaim Notice, the Indemnifying Party will be entitled delivers a written notice disputing the Indemnified Party’s entitlement to participate indemnification for the Losses described in the defense thereof andClaim Notice, if it so chooses, assume at then the dispute may be resolved by any time control legally available means consistent with the provisions of the defense thereof with counsel reasonably satisfactory to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control of the defense of such Third Party Claim; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below)11.9. (d) The party not controlling the defense Any indemnification payment pursuant to this Article 10 will be effected by wire transfer of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if immediately available funds from the Indemnifying Party assumes control to an account designated by the Indemnified Party, and will be made within five Business Days after the date on which (i) the amount of such defense as permitted above payments are determined by mutual agreement of the Parties, (ii) the amount of such payments are determined pursuant to this Section 10.3 if a written response has not been timely delivered in accordance with subsection (b) of this Section 10.3, or (iii) both such amount and the Indemnified Party reasonably concludes that Indemnifying Party’s obligation to pay such amount have been finally determined in accordance with the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available provisions of Section 11.9 if a written response has been timely delivered in accordance with respect to the Third Party Claim, then the reasonable fees and expenses of counsel to the Indemnified Party will be considered as “Losses” for purposes subsection (b) of this Agreement. The Non-controlling Party will furnish the party controlling the defense of the Third Party Claim (the “Controlling Party”) with such information as it may have with respect to the Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect theretoSection 10.3. (e) The Indemnifying Party will not agree With respect to any settlement ofclaims related to Tax matters, or consent to the entry of extent any Judgment (other than claim procedure governed by this Section 10.3 conflicts with a Judgment of dismissal on the merits without costs) arising fromclaim procedure governed by Article 9, any such Third Party Claim without the prior written consent of the Indemnified Party; provided, however, that the consent of the Indemnified Party will not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Partythen Article 9 shall control.

Claim Procedure. (a) A party that seeks indemnity under this Article 8 the Indemnification Articles (an “"Indemnified Party”") will give written notice (a “"Claim Notice”") to the party from whom indemnification is sought (an “"Indemnifying Party”") whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses. (b) If the Indemnified Party seeks indemnity under this Article 8 the Indemnification Articles in response to a claim or Proceeding by another Person not a party to this Agreement (a “"Third Party Claim”"), then the Indemnified Party will promptly give a Claim Notice to the Indemnifying Party within ten (10) days after the Indemnified Party has received notice or otherwise learns of the assertion of such Third Party Claim and will include in the Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other Person, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claim; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability under this Agreement except to the extent such delay or deficiency prejudices or otherwise adversely affects the rights of the Indemnifying Party with respect thereto. (c) In Subject to the event provisions of a this Section 8.3, the Indemnifying Party will have the right, at its sole expense, to be represented by counsel of its choice, which must be reasonably satisfactory to the Indemnified Party, and to defend against, negotiate, settle or otherwise deal with any Third Party Claim which relates to any Losses indemnified against hereunder; provided that the Indemnifying Party will have acknowledged in writing to the Indemnified Party its unqualified obligation to indemnify the Indemnified Party as provided hereunder. If the Indemnifying Party elects to defend against, negotiate, settle or otherwise deal with any Third Party Claim which relates to any Losses indemnified by it hereunder, it will within ninety (90) days of the Indemnifying Party's receipt of the Third Party Claim related thereto, notify the Indemnified Party of its intent to do so. If the Indemnified Party defends any Third Party Claim, then the Indemnifying Party will reimburse the Indemnified Party for the expenses of defending such Third Party Claim upon submission of periodic bills. If the Indemnifying Party will assume the defense of any Third Party Claim, the Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory to the Indemnified Party by giving to the Indemnified Party written notice of may participate, at his or its intention to assume control of own expense, in the defense of such Third Party Claim; provided, however, that the such Indemnified Party may will be entitled to participate in the any such defense of such Third Party Claim with its own separate counsel at its own expense, except as provided in Section 8.3(d) below). (d) The party not controlling the defense expense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that if (i) so requested by the Indemnifying Party and the Indemnified Party have conflicting interests to participate or different defenses available with respect to the Third Party Claim, then (ii) in the reasonable fees and expenses opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable; and provided, further, that the Indemnifying Party will not be considered as “Losses” required to pay for purposes of this Agreementmore than one such counsel in any particular jurisdiction for all Indemnified Parties in connection with any Third Party Claim. The Non-controlling Party will furnish parties hereto agree to provide reasonable access to the party controlling the defense of the Third Party Claim (the “Controlling Party”) with other to such documents and information as it may have be reasonably requested in connection with respect to the Third Party Claim (including copies defense, negotiation or settlement of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect thereto. (e) The Indemnifying Party will not agree to any settlement of, or consent to the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnified Party; provided, however, that the consent of the Indemnified Party will not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Party unless the Indemnifying Party notifies the indemnified Party that it elects to not defend against, negotiate, settle or otherwise deal with such Third Party Claim or if the Indemnifying Party fails to provide notice within ninety (90) days of the Indemnifying Party's receipt of the Third Party Claim related thereto that it intends to defend against, negotiate, settle or otherwise deal with such Third Party Claim. It is agreed and understood that, to the extent it is obligated to indemnify an Indemnified Party hereunder with respect to a Third Party Claim, the Indemnifying Party will be liable for the fees and expenses incurred by the Indemnified Party in connection with such Third Party Claim for any period during which the Indemnifying Party has failed to assume the defense of such Third Party Claim (other than during the period prior to the delivery of the Claim Notice relating to such Third Party Claim as provided above). (d) After any final decision, judgment or award will have been rendered by a Governmental Authority of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement will have been consummated, or the Indemnified Party and the Indemnifying Party will have arrived at a mutually binding agreement, in each case with respect to a Third Party Claim hereunder, the Indemnified Party will forward to the Indemnifying Party notice of any sums due and owing by the Indemnifying Party pursuant to this Agreement with respect to such matter and the Indemnifying Party will pay all of such remaining sums so due and owing to the Indemnified Party by check or wire transfer of immediately available funds to an account designated by the Indemnified Party within five (5) Business Days after the date of such notice.

Claim Procedure. (a) A party that seeks indemnity under this Article 8 If a claim for Losses (a “Claim”) is to be made by any Purchaser Indemnified Person or Seller Indemnified Person (an “Indemnified Partyindemnified party”) will pursuant to Section 9.2 or Section 9.3, respectively, such indemnified party shall give written notice (a “Claim Notice”) to (i) Seller, in the case of indemnification pursuant to Section 9.2, and (ii) Purchaser, in the case of indemnification pursuant to Section 9.3 (the recipient of such notice referred to below as the “indemnifying party”), in either case reasonably promptly after such indemnified party from whom becomes aware of any fact, condition or event which may give rise to Losses for which indemnification is may be sought (an “Indemnifying Party”) whether under Section 9.2 or Section 9.3, as the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b)case may be. The Claim Notice must contain shall (i) a description state that an indemnified party has paid, suffered, incurred, sustained or accrued (or reasonably anticipates that it will have to pay, suffer, incur, sustain or accrue) Losses, and (ii) specify in reasonable detail to the extent available the individual items of Losses included in the amount so stated, the date each such item was paid, suffered, incurred, sustained or accrued, or the basis for such anticipated Loss, and, if knownapplicable, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation nature of the basis for the Claim Notice misrepresentation, breach of warranty or covenant to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losseswhich such item is related. (b) If the Indemnified Party seeks indemnity under this Article 8 in response to a claim or Proceeding by another Person not a party to this Agreement (a “Third Party Claim”), then the Indemnified Party will give Following its receipt of a Claim Notice Notice, the indemnifying party shall have fifteen (15) calendar days to the Indemnifying Party within ten (10object to any item(s) days after the Indemnified Party has received or amount(s) set forth therein by delivering written notice or otherwise learns of the assertion of such Third Party Claim and will include thereof, which shall specify in the Claim Notice reasonable detail (i) each amount to which the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other Person, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third indemnifying party (to the extent then in the possession of the Indemnified Party) objects and (ii) the assertion nature of each objection (an “Objection Notice”), to the indemnified party submitting such Claim Notice at the address of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claim; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability under this Agreement except to the extent such delay or deficiency prejudices or otherwise adversely affects the rights of the Indemnifying Party with respect thereto. (c) indemnifying party set forth herein. In the event of that the indemnifying party shall fail to object, pursuant to this Section 9.5(b), to any item or amount set forth in a Third Party ClaimClaim Notice within the foregoing fifteen (15) calendar day period, the Indemnifying Party will indemnifying party shall be entitled deemed to participate in have irrevocably agreed and consented to indemnify the defense thereof andindemnified party for each such item or amount, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory subject to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control of the defense of such Third Party Claim; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below). (d) The party not controlling the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party Claim, then the reasonable fees and expenses of counsel to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense of the Third Party Claim (the “Controlling Party”) with such information as it may have with respect to the Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect thereto. (e) The Indemnifying Party will not agree to any settlement of, or consent to the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnified Party; provided, however, that the consent of the Indemnified Party will not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Party.Section

Claim Procedure. (a) A party that seeks indemnity under this Article 8 If any Person entitled to indemnification pursuant to Section 9.2 (an “Indemnified Party”) will give written receives notice of the assertion or commencement of any Action, suit, claim, Environmental Claim or other legal proceeding made or brought by any Person who is not a party to this Agreement, an Affiliate of a party to this Agreement or a representative of the foregoing (a “Claim NoticeThird-Party Claim”) ), and if such Indemnified Party intends to seek indemnity with respect thereto under this ARTICLE IX, then such Indemnified Party shall promptly provide written notice to the party from whom obligated to indemnify such Indemnified Party (such notified party, the “Responsible Party”) of such claims; provided, that the failure to so notify shall not relieve the Responsible Party of its obligations hereunder, except to the extent that the Responsible Party is actually and materially prejudiced thereby. Such notice shall identify specifically the basis (with reference to the specific provision of this Agreement) under which indemnification is sought (an “Indemnifying Party”) whether pursuant to Section 9.2 and enclose true and correct copies of any written document furnished to the Losses sought arise from matters solely between Indemnified Party by the parties or from Person that instituted the Third Party Claims described in Section 8.3(b)Claim. The Claim Notice must contain Responsible Party shall have thirty (30) days after receipt of such notice to assume the conduct and control, through counsel reasonably acceptable to the Indemnified Party at the expense of the Responsible Party, of the settlement or defense of the Third Party Claim, and the Indemnified Party shall cooperate with it in connection therewith; provided, that the Responsible Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of such counsel shall be borne by such Indemnified Party unless (i) a description and, if known, the estimated amount employment of any Losses incurred or reasonably expected to be incurred such counsel has been specifically authorized in writing by the Indemnified Responsible Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and shall have been advised by counsel that the assumption of such defense by the Responsible Party would be inappropriate due to an actual or potential conflict of interest or (iii) a demand the Indemnified Party shall have been advised by counsel that one or more defenses are available to the Indemnified Party that are not available to the Responsible Party (provided, that the Responsible Party shall not be liable for the fees and expenses of more than one firm or counsel for all Indemnified Parties, other than local counsel). So long as the Responsible Party is diligently defending any such Third-Party Claim in good faith, the Indemnified Party shall not pay or settle any such claim. If the Responsible Party elects not to defend such Third-Party Claim or fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, then the Indemnified Party may pay, settle and defend such Third-Party Claim and seek indemnification for any and all Losses (subject to the limitations contained in this Agreement) (including attorneys’ fees) based upon, arising from or relating to such Third-Party Claim. The party conducting the defense of the Third-Party Claim in accordance with this Section 9.3 shall not, except with the prior written consent of such other party (which consent shall not be unreasonably conditioned, withheld or delayed), consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim unless the judgment or proposed settlement involves only the payment of those Lossesmonetary damages for which the Responsible Party is fully responsible and does not impose an injunction or other equitable relief or include an admission of wrongdoing. All settlements shall include as an unconditional term thereof the giving by the Person or Persons asserting such claim to all Indemnified Parties of an unconditional release from all Liability with respect to such claim and a statement that the settlement is not an admission of wrongdoing. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such claim with respect to the Indemnified Party, provided that in such event it shall waive any right to indemnity therefor by the Responsible Party unless the Responsible Party shall have consented to such payment or settlement in writing. (b) If The Responsible Party and the Indemnified Party seeks indemnity under this Article 8 in response to a claim or Proceeding by another Person not a party to this Agreement (a “Third Party Claim”), then the Indemnified Party will give a Claim Notice to the Indemnifying Party within ten (10) days after the Indemnified Party has received notice or otherwise learns of the assertion of such Third Party Claim and will include in the Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other Person, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claim; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability under this Agreement except to the extent such delay or deficiency prejudices or otherwise adversely affects the rights of the Indemnifying Party with respect thereto. (c) In the event of a Third Party Claim, the Indemnifying Party will be entitled to participate shall cooperate in the defense thereof andor prosecution of any Third-Party Claim in respect of which indemnity may be sought hereunder and shall furnish such records, if it so choosesinformation and testimony, assume at any time control of the defense thereof with counsel and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably satisfactory to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control of the defense of such Third Party Claimrequested in connection therewith; provided, however, that the Indemnified Party may participate shall not be required to produce any records or information that would result in the defense a loss of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below)privilege or violate any confidentiality obligation. (dc) The party Any claim by an Indemnified Party on account of a Loss which does not controlling the defense of the Third result from a Third-Party Claim (the a “Non-controlling PartyDirect Claim”) may participate shall be asserted by the Indemnified Party giving the Responsible Party prompt written notice thereof. The failure to give such prompt written notice shall not, however, relieve the Responsible Party of its indemnification obligations, except and only to the extent that the Responsible Party is actually and materially prejudiced thereby. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of or describe all material written evidence thereof and shall indicate the defense thereof at its own expense. Howeverestimated amount, if reasonably practicable, of the Indemnifying Loss that has been or may be sustained by the Indemnified Party. The Responsible Party assumes control shall have forty five (45) days after its receipt of such defense as permitted above notice to respond in writing to such Direct Claim. During such 45-day period, the Indemnified Party shall allow the Responsible Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party reasonably concludes that shall assist the Indemnifying Party Responsible Party’s investigation by giving such information and assistance (including access to the premises and personnel of the Company and the Indemnified right to examine and copy any accounts, documents or records) as the Responsible Party have conflicting interests or different defenses available with respect to the Third Party Claim, then the reasonable fees and expenses any of counsel to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense of the Third Party Claim (the “Controlling Party”) with such information as it its professional advisors may have with respect to the Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect thereto. (e) The Indemnifying Party will not agree to any settlement of, or consent to the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnified Partyrequest; provided, however, that the consent Indemnified Party shall not be required to produce any records or information that would result in a loss of privilege or violate any confidentiality obligation. If the Responsible Party does not so respond within such 45-day period, then the Responsible Party shall be deemed to have rejected such claim, in which case the Indemnified Party will not shall be required if the Indemnifying Party agrees in writing free to pay any amounts payable pursuant pursue such remedies as may be available to such settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without terms and subject to the prior written consent provisions of the Indemnifying Partythis Agreement.

Claim Procedure. (a) A party that seeks indemnity under this Article 8 (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) whether the indemnifiable Losses sought arise from matters solely between the parties Parties (in which case a Claim Notice must be given within 60 days after the senior management of the Indemnified Party has actual knowledge of such indemnifiable Losses) or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain (i) a description and, if known, the estimated amount of any indemnifiable Losses incurred or reasonably expected to be incurred by the Indemnified PartyParty (and the method for computing such Losses), (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and Party, referencing the provisions of this Agreement in respect of which such breach or indemnifiable Losses have occurred, (iii) a demand for payment of those indemnifiable Losses, and (iv) an acknowledgment that the Claim Notice has been prepared and provided in good faith. (b) If the Indemnified Party seeks indemnity under this Article 8 in response to a claim or Proceeding by another Person not a party to this Agreement (a “Third Party Claim”), then the Indemnified Party will must give a Claim Notice to the Indemnifying Party within ten (10) 15 days after the senior management of the Indemnified Party has received notice or otherwise learns of the assertion of such Third Party Claim and will include in the Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other Person, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and party, (ii) the assertion of the claim or the notice of the commencement 428928/HOUDMS of any Proceeding relating to such Third Party Claim; provided, however, and (iii) an acknowledgment that no delay or deficiency on the part of the Indemnified Party Claim Notice has been prepared and provided in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability under this Agreement except to the extent such delay or deficiency prejudices or otherwise adversely affects the rights of the Indemnifying Party with respect theretogood faith. (c) In the event of a Third Party Claim, the Indemnifying Party will be entitled to participate in the defense thereof andpursuant to Section 8.3(d) or, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control of the defense of such Third Party Claim; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below). (d) The party not controlling the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party Claim, then the reasonable fees and expenses of counsel to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense of the Third Party Claim (the “Controlling Party”) with such information as it may have with respect to the Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect thereto. (e) The Indemnifying Party will may not agree to any settlement of, or consent to the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnified PartyParty which shall not be unreasonably withheld, delayed or denied; provided, however, provided that the consent of the Indemnified Party will not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or any Judgment and any such settlement or Judgment includes a full, complete and unconditional release does not include any admission or finding of Liability with respect to the Indemnified Party from further LiabilityParty. The Except as provided in this Section 8.3(e), the Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, delayed or denied. Following receipt by the Indemnifying Party of a Third Party Claim and, if applicable, the Indemnifying Party having acknowledged in writing that the Third Party Claim is one for which the Indemnifying Party is obligated to indemnify the Indemnified Party under this Section 8, then the Indemnified Party shall not be obligated to take any action in relation to a Third Party Claim until the Indemnifying Party has paid or provided security to, on behalf of the Indemnifying Party for the cost of any action that the Indemnifying Party requests the Indemnified Party to take. (f) Any party entitled to indemnification or security, shall be entitled to receive such payment in cash. (g) With respect to claims related to Tax matters, to the extent any claim procedure governed by this Section 8.3 conflicts with a claim procedure governed by Article 9, then Article 9 shall control.

Claim Procedure. (a) A party that seeks indemnity under If a Parent Indemnified Party or a Shareholder Indemnified Party entitled to indemnification pursuant to this Article 8 XIII (an the “Indemnified Party”) will give written notice (a “Claim Notice”) intends to make an indemnity claim under this Agreement, then the Indemnified Party shall deliver to the party from whom or parties obligated to provide indemnification is sought pursuant to this Article XIII (an the “Indemnifying Party”) whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain a written indemnity claim (i) a description stating that the Indemnified Party has paid or suffered, or expects to pay or suffer, Losses in an aggregate amount (which may be estimated or described) and, if known, to the estimated amount of any Losses incurred or reasonably expected extent such information is available to be incurred by the Indemnified Party, the individual items of Losses (which may be estimated or described) that are included in the aggregate amount and (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by stating that the Indemnified Party is entitled to indemnity from the Indemnifying Party pursuant to this Agreement with respect to such Losses and specifying the indemnification provisions contained in this Agreement upon which the indemnity claim is being made. Notwithstanding the foregoing, an indemnity claim that is based on a Third Party Claim need only include a description (iiiand a copy of all pleadings and correspondence to or from any third party related thereto, if available) of the Third Party Claim together with a demand for payment of those Losses. (b) If statement that the Indemnified Party seeks indemnity under this Article 8 in response is entitled to a claim or Proceeding by another Person not a party indemnification with respect to this Agreement (a “Third Party Claim”), then the Indemnified Party will give a Claim Notice to the Indemnifying Party within ten (10) days after the Indemnified Party has received notice or otherwise learns of the assertion of such Third Party Claim and will include any other information that the Indemnified Party deems appropriate. Unless the Indemnified Party and Indemnifying Party agree in writing to another process at that time, the Claim Notice Indemnifying Party shall have thirty (i30) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other Person, in each case to the extent known to days after receiving the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (’s written indemnification claim notice to the extent then object in the possession of the Indemnified Party) and (ii) the assertion of the claim or the notice of the commencement of any Proceeding relating writing to such Third Party Claim; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability under this Agreement except to the extent such delay or deficiency prejudices or otherwise adversely affects the rights of the Indemnifying Party with respect thereto. claim (c) In the event of other than a Third Party Claim), the Indemnifying Party will be entitled and failing to participate in the defense thereof andtimely object and submit, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory shall promptly pay to the Indemnified Party by giving an amount sufficient to the Indemnified Party written notice of its intention to assume control of the defense of such Third Party Claim; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below). (d) The party not controlling the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party Claim, then the reasonable fees and expenses of counsel to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense of the Third Party Claim (the “Controlling Party”) with such information as it may have with respect to the Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect thereto. (e) The Indemnifying Party will not agree to any settlement of, or consent to the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnified Party; provided, however, that the consent of the Indemnified Party will not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release of fully indemnify the Indemnified Party from further Liabilityand against such Losses in accordance with this Article XIII. The Indemnified Party will not agree to any settlement of, or If the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of Shareholders are the Indemnifying Party, then the written indemnity claim shall be delivered to the Securityholders’ Representative which shall constitute effective delivery to the Shareholders, and, in all cases under this Section 13.3 (such that references to the Securityholders or to the Shareholders as an Indemnifying Party shall mean the Securityholders’ Representative in its capacity as the Representative of the Securityholders), the Securityholders’ Representative shall act for and on behalf of the Securityholders. In the case of indemnification claims against the Securityholders for which Parent Indemnified Parties intend to pursue recovery against the Escrow Shares, Parent shall also deliver a copy of the written indemnity claim to the Escrow Agent.

Claim Procedure. (a) A Procedure for Indemnification with Respect to Third-Party Claims. ---------------------------------------------------------------- If any indemnified party that seeks indemnity hereunder determines to seek indemnification under this Article 8 (an “Indemnified Party”) will give written notice (a “Claim Notice”) VII with respect to the party Losses resulting from whom indemnification is sought (an “Indemnifying Party”) whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses. (b) If the Indemnified Party seeks indemnity under this Article 8 in response to a claim or Proceeding by another Person not a party to this Agreement (a “Third Party Claim”), then the Indemnified Party will give a Claim Notice to the Indemnifying Party within ten (10) days after the Indemnified Party has received notice or otherwise learns of the assertion of liability by third parties, such Third Party Claim and will include in indemnified party shall give notice to the Claim Notice (i) the indemnifying party hereunder within 30 days of such indemnified party becoming aware of any such Losses or of facts constituting the basis upon which any claim for such Third Party Claim and the amount of the damages claimed by the other Person, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or Losses will be based; the notice of the commencement of any Proceeding relating shall set forth such material information with respect thereto as is then reasonably available to such Third Party Claim; providedindemnified party. In case any such liability is asserted against such indemnified party, however, that no delay or deficiency on and such indemnified party notifies the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability under this Agreement except to the extent such delay or deficiency prejudices or otherwise adversely affects the rights of the Indemnifying Party with respect thereto. (c) In the event of a Third Party Claimindemnifying party thereof, the Indemnifying Party indemnifying party will be entitled to participate in the defense thereof andentitled, if it so chooseselects by written notice delivered to such indemnified party within 10 days after receiving such indemnified party's notice, to assume at any time control of the defense thereof with counsel reasonably satisfactory to such indemnified party, in which case, the indemnifying party will not be liable to the indemnified party under this Section 7.4 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in accordance with the following sentence or (ii) the indemnifying party shall not have employed counsel satisfactory to the Indemnified Party by giving indemnified party to represent the Indemnified Party written indemnified party within a reasonable time after notice of its intention to assume control commencement of the defense action, in each of such Third Party Claim; provided, however, that which cases the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below). (d) The party not controlling the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party Claim, then the reasonable fees and expenses of counsel to shall be at the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense expense of the Third Party Claim indemnifying party. Notwithstanding the foregoing, (i) such indemnified party shall also have the “Controlling Party”) with right to employ its own counsel in any such information as it may have case, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless such indemnified party shall reasonably determine that there is a conflict of interest between or among such indemnified party and the indemnifying party with respect to such claim, in which case the Third Party Claim fees and expenses of such counsel will be borne by the indemnifying party, (including copies ii) such indemnified party shall not have any obligation to give any notice of any summonsassertion of liability by a third party unless such assertion is in writing, complaint (iii) the rights of such indemnified party to be indemnified hereunder in respect of any Losses that may or other pleading which may do result from the assertion of liability by third parties shall not be adversely affected by its failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, the indemnifying party is materially prejudiced thereby, and (iv) the indemnifying party's obligations to such indemnified party under this Article VII shall not terminate until such indemnified party's claims have been served on finally satisfied to such party and any written claimindemnified party's sole satisfaction. In the event that the indemnifying party, demandwithin 10 days after receipt of the aforesaid notice of a claim hereunder, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in fails to assume the defense of such Third Party Claim. The Controlling Party will keep indemnified party against such claim, such indemnified party shall have the Non-controlling Party reasonably advised right to undertake the defense, compromise, or settlement of such action on behalf of and for the account, expense, and risk of the status indemnifying party. Notwithstanding anything in this Article VII to the contrary, (i) if there is a reasonable 50 probability that a claim may materially adversely affect such indemnified party, such indemnified party shall have the right to participate in such defense, compromise, or settlement and the indemnifying party shall not, without such indemnified party's written consent (which consent shall not be unreasonably withheld), settle or compromise any of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect thereto. (e) The Indemnifying Party will not agree to any settlement ofclaims, or consent to the entry of any Judgment (judgment in respect thereof unless such settlement, compromise, or consent includes as an unconditional term thereof the giving by the claimant or the plaintiff to such indemnified party a release from all liability in respect of such claim. With respect to any assertion of liability by a third party that results in any claim for indemnification hereunder, the parties hereto shall make available to each other than a Judgment of dismissal on the merits without costs) arising from, all relevant information in their possession material to any such Third Party Claim without the prior written consent of the Indemnified Party; provided, however, that the consent of the Indemnified Party will not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Partyassertion.

Claim Procedure. (a) A party that seeks indemnity under this Article ARTICLE 8 (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain containing (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses. (b) If the Indemnified Party seeks indemnity under this Article 8 in response to a claim or Proceeding by another Person not a party to this Agreement (a “Third Party Claim”), then the Indemnified Party will give Within 30 days after delivery of a Claim Notice to the Indemnifying Party within ten (10) days after the Indemnified Party has received notice or otherwise learns of the assertion of such Third Party Claim and will include in the Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other PersonNotice, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claim; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve deliver to the Indemnified Party a written response in which the Indemnifying Party will either: (i) agree that the Indemnified Party is entitled to receive all of any Liability under this Agreement except the Losses at issue in the Claim Notice; or (ii) dispute the Indemnified Party’s entitlement to indemnification by delivering to the extent Indemnified Party a written notice (an “Objection Notice”) setting forth in reasonable detail each disputed item and the basis for each such delay or deficiency prejudices or otherwise adversely affects the rights of the Indemnifying Party with respect theretodisputed item. (c) In If the event Indemnifying Party fails to take either of a Third Party Claimthe foregoing actions within 30 days after delivery of the Claim Notice, then the Indemnifying Party will be entitled deemed to participate have irrevocably accepted the Claim Notice and the Indemnifying Party will be deemed to have irrevocably agreed to pay the Losses at issue in the defense thereof and, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control of the defense of such Third Party Claim; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below)Notice. (d) The party not controlling the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if If the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party Claim, then the reasonable fees and expenses of counsel delivers an Objection Notice to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense within 30 days after delivery of the Third Party Claim (Notice, then the “Controlling Party”) dispute may be resolved by any legally available means consistent with such information as it may have with respect to the Third Party Claim (including copies provisions of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect theretoSECTION 9.13. (e) The If any SurModics Indemnitee is the Indemnified Party with respect to any claim for indemnification pursuant to this ARTICLE 8, the parties will contemporaneously deliver to the Escrow Agent copies of each Claim Notice and Objection Notice in connection with such claim. (f) Any indemnification payment under this ARTICLE 8 will be effected by wire transfer of immediately available funds from the Indemnifying Party will not agree to any settlement of, or consent to the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of an account designated by the Indemnified Party; provided, however, that . Such indemnification payments will be made within five Business Days after the consent date on which (i) the amount of such payments are determined by mutual agreement of the Indemnified Party will not be required if parties, (ii) the Indemnifying Party agrees in writing to pay any amounts payable amount of such payments are determined pursuant to SECTION 8.5(c) if an Objection Notice has not been timely delivered in accordance with SECTION 8.5(b) or (iii) both such settlement or any Judgment amount and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Party’s obligation to pay such amount have been finally determined by a final judgment of a court having jurisdiction over such proceeding as permitted by SECTION 9.13 if an Objection Notice has been timely delivered in accordance with SECTION 8.5(b).

Claim Procedure. (a) A party that seeks indemnity under this Article 8 VII (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the party parties from whom indemnification is sought (an “Indemnifying Party”) whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain containing (i) a description and, if known, the estimated amount amount, of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable reasonably detailed explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses. (b) If Losses in accordance with the terms hereof. Within fifteen days after delivery of a Claim Notice, the Indemnifying Party will deliver to the Indemnified Party seeks indemnity under this Article 8 a written response in response to a claim or Proceeding by another Person not a party to this Agreement which the Indemnifying Party will either: (a “Third Party Claim”), then A) agree that the Indemnified Party will give a Claim Notice is entitled to the Indemnifying Party within ten (10) days after the Indemnified Party has received notice or otherwise learns receive all of the assertion of such Third Party Claim and will include Losses at issue in the Claim Notice by delivering to the Indemnified Party a written notice confirming such agreement (ian “Acceptance Notice”); or (B) dispute the facts constituting Indemnified Party’s entitlement to indemnification by delivering to the Indemnified Party a written notice (an “Objection Notice”) setting forth in reasonable detail: (x) each disputed item, (y) the basis for each such Third Party Claim disputed item and (z) a certification that all such disputed items are being disputed in good faith and that all other items that are not contained in the amount of the damages claimed Objection Notice are accepted and agreed by the other Person, in each case to the extent known to the Indemnified Indemnifying Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claim; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying . If the Indemnifying Party will relieve does not validly deliver an Acceptance Notice or Objection Notice within the Indemnifying Party of any Liability under this Agreement except to the extent such delay or deficiency prejudices or otherwise adversely affects the rights of the Indemnifying Party with respect thereto. (c) In the event of a Third Party Claimapplicable fifteen-day period, the Indemnifying Party will be entitled deemed to participate in the defense thereof and, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory have delivered an Acceptance Notice to the Indemnified Party in accordance with the terms hereof. (b) Any indemnification by giving a Seller Party as an Indemnifying Party pursuant to this Article VII, shall be satisfied by payment to the Indemnified accounts designated by the Purchaser as follows: (i) for Losses pursuant to Section 7.1(a)(ii), as the case may be, by (A) payment from the Indemnification Escrow Amount with respect to the Seller Party written notice from whom indemnification is sought until such Indemnification Escrow Amount is exhausted or released and (B) once such Indemnification Escrow Amount is fully exhausted, recovery under the R&W Insurance Policy; and (ii) for Losses pursuant to this Article VII (other than pursuant to Section 7.1(a)(ii)), by payment directly by the indemnifying Seller Party by wire transfer of its intention to assume control of immediately available funds from the defense of such Third Party Claim; indemnifying Seller Party, provided, however, that the Indemnified Purchaser may, in its sole discretion, elect to have any such amount satisfied by (A) payment from the Indemnification Escrow Amount with respect to the Seller Party may participate from whom indemnification is sought, (B) recovery under the R&W Insurance Policy or (C) any combination of the sources of recovery described in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in this Section 8.3(d) below7.3(b)(ii). (dc) The party not controlling Any indemnification payments pursuant to this Article VII will be made within two Business Days after the defense earliest of (i) the date on which the amount of such payments are determined by mutual agreement of the Third Party Parties, (ii) if an Objection Notice has not been timely delivered, the 15th day after the delivery of a Claim Notice and (iii) if an Objection Notice has been timely delivered, the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if the Indemnifying Party assumes control of date on which both such defense as permitted above amount and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party Claim, then the reasonable fees and expenses of counsel to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense of the Third Party Claim (the “Controlling Party”) with such information as it may have with respect to the Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect thereto. (e) The Indemnifying Party will not agree to any settlement of, or consent to the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnified Party; provided, however, that the consent of the Indemnified Party will not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Party’s obligation to pay such amount have been finally determined in accordance with this Article VII . To the extent any indemnification payment pursuant to this Article VII is to be satisfied, in whole or in part, from the Indemnification Escrow Amount, each of the Sellers’ Representative and the Purchaser shall, within two Business Days of the earliest of the events described in (i)-(iii) of this Section 7.3(c), execute and deliver to the Escrow Agent a joint written instruction in accordance with the provisions of the Escrow Agreement authorizing and directing the Escrow Agent to make such payment.

Claim Procedure. (a) A party Purchaser Indemnified Party that seeks indemnity under this Article 8 (an “Indemnified Party”) VIII will give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain Shareholder Representative containing (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the such Purchaser Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the such Purchaser Indemnified Party and (iii) a demand for payment of those Losses. If, in the judgment of the Purchaser Indemnified Party, the facts underlying such Claim Notice concern a single Shareholder, such Shareholder will be provided with a courtesy copy of such Claim Notice at such address that the Purchaser Indemnified Party determines after a reasonably inquiry. (b) If Within 60 days after delivery of a Claim Notice, the Shareholder Representative will deliver to the Purchaser Indemnified Party seeks indemnity under this Article 8 a written response in response to a claim or Proceeding by another Person not a party to this Agreement which the Shareholder Representative will either: (a “Third Party Claim”), then i) agree that the Purchaser Indemnified Party will give a Claim Notice is entitled to the Indemnifying Party within ten (10) days after the Indemnified Party has received notice or otherwise learns receive all of the assertion of such Third Party Claim and will include Losses at issue in the Claim Notice Notice; or (iii) dispute the facts constituting Purchaser Indemnified Party’s entitlement to indemnification by delivering to the Purchaser Indemnified Party a written notice (an “Objection Notice”) setting forth in reasonable detail each disputed item, the basis for each such Third Party Claim disputed item and the amount of the damages claimed by the other Person, certifying that all such disputed items are being disputed in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claim; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability under this Agreement except to the extent such delay or deficiency prejudices or otherwise adversely affects the rights of the Indemnifying Party with respect theretogood faith. (c) In If the event Shareholder Representative fails to take either of a Third Party Claimthe foregoing actions within 60 days after delivery of the Claim Notice, then the Indemnifying Party Shareholders will be entitled deemed to participate have irrevocably accepted the Claim Notice and the Shareholders will be deemed to have irrevocably agreed to pay the Losses at issue in the defense thereof and, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control of the defense of such Third Party Claim; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below)Notice. (d) The party not controlling If the defense Shareholder Representative delivers an Objection Notice to the Purchaser Indemnified Party within 60 days after delivery of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party ClaimNotice, then the reasonable fees and expenses of counsel to the Indemnified Party dispute will be considered as “Losses” for purposes resolved in accordance with the provisions of this Agreement. The Non-controlling Party will furnish the party controlling the defense of the Third Party Claim (the “Controlling Party”) with such information as it may have with respect to the Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect theretoSection 11.8. (e) The Indemnifying Party foregoing indemnification payments will not agree to any settlement of, or consent to be made within five Business Days after the entry date on which (i) the amount of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent payments are determined by mutual agreement of the Indemnified Party; providedparties, however, that (ii) the consent amount of such payments are determined pursuant to Section 8.5(c) if an Objection Notice has not been timely delivered in accordance with Section 8.5(b) or (iii) both such amount and the Indemnified Party will not be required if the Indemnifying Party agrees in writing Shareholders’ obligation to pay any amounts payable pursuant to such settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release of amount have been determined in accordance with Section 8.5(d) if an Objection Notice has been timely delivered in accordance with Section 8.5(b) (the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Party“Settlement Date”).

Claim Procedure. (a) A party that seeks indemnity under this Article 8 9 (an “"Indemnified Party”") will give written notice (a “"Claim Notice”") to the party from whom indemnification is sought (an “"Indemnifying Party”") whether the Losses sought arise from matters solely between the parties or from Third Party Claims described containing reasonably and in Section 8.3(b). The Claim Notice must contain good faith (i) a description and, if known, and the estimated amount to the extent determinable of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses. (b) If the Indemnified Party seeks indemnity under this Article 8 in response to a claim or Proceeding by another Person not a party to this Agreement (a “Third Party Claim”), then the Indemnified Party will give . Within 30 days after delivery of a Claim Notice to the Indemnifying Party within ten (10) days after the Indemnified Party has received notice or otherwise learns of the assertion of such Third Party Claim and will include in the Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other Person, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claim; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability under this Agreement except to the extent such delay or deficiency prejudices or otherwise adversely affects the rights of the Indemnifying Party with respect thereto. (c) In the event of a Third Party ClaimNotice, the Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory deliver to the Indemnified Party a written response in which the Indemnifying Party will either: agree that the Indemnified Party is entitled to receive all of the Losses at issue in the Claim Notice; or dispute the Indemnified Party's entitlement to indemnification by giving delivering to the Indemnified Party a written notice of its intention to assume control of (an "Objection Notice") setting forth each disputed item and the defense of good faith, reasonable basis for disputing each such Third Party Claim; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below). (d) The party not controlling the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expensedisputed item. However, if If the Indemnifying Party assumes control fails to take either of such defense as permitted above and the Indemnified Party reasonably concludes that foregoing actions within 30 days after delivery of the Claim Notice, then the Indemnifying Party and will be deemed to have irrevocably accepted the Indemnified Claim Notice. If the Indemnifying Party have conflicting interests or different defenses available with respect to the Third Party Claim, then the reasonable fees and expenses of counsel delivers an Objection Notice to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense within 30 days after delivery of the Third Claim Notice, then the dispute may be resolved by any legally available means consistent with the provisions of Section 11.11. If any Purchaser Indemnified Party Claim (is the “Controlling Party”) with such information as it may have Indemnified Party with respect to any claim for indemnification pursuant to this Article 9, the Third Party Claim (including parties will contemporaneously deliver to the Escrow and Exchange Agent copies of any summonseach Claim Notice and Objection Notice in connection with such claim. Any indemnification of the Securityholders pursuant to this Article 9 will be effected by wire transfer of immediately available funds to an account designated by the Stockholder Representative. All indemnification payments to be received by the Securityholders in accordance with this Article 9 will be allocated among the Stockholders in proportion to each Securityholder's pro rata share of the Holdback Fund as set forth on the Final Merger Consideration Allocation Schedule. The foregoing indemnification payments will be made within 10 Business Days after the date on which (i) the amount of such payments are determined by mutual agreement of the parties, complaint (ii) the amount of such payments are determined pursuant to Section 9.3(c) if an Objection Notice has not been timely delivered in accordance with Section 9.3(b) or other pleading which may (iii) both such amount and the Indemnifying Party's obligation to pay such amount have been served on determined by a final Judgment of a court having jurisdiction over such party proceeding as permitted by Section 11.11 if an Objection Notice has been timely delivered in accordance with Section 9.3(b) (the "Settlement Date"). For purposes of Section 9.3 and Section 9.4, (i) if the Securityholders comprise the Indemnifying Party, any written claim, demand, invoice, billing or other document evidencing or asserting references to the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect thereto. (e) The Indemnifying Party (except provisions relating to an obligation to make or a right to receive any payments) will not agree be deemed to any settlement of, or consent refer to the entry of any Judgment Stockholder Representative and (other than a Judgment of dismissal on ii) if the merits without costs) arising from, any such Third Party Claim without the prior written consent of Securityholders comprise the Indemnified Party; provided, however, that the consent of any references to the Indemnified Party (except provisions relating to an obligation to make or a right to receive any payments) will not be required if deemed to refer to the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying PartyStockholder Representative.

Claim Procedure. (a) A party If any Indemnified Party determines in good faith that seeks indemnity there is or has been a Damage Event giving rise to an indemnification obligation under this Article 8 Section 7.5 of the Merger Agreement, and such Indemnified Party wishes to make a claim against the Indemnity Escrow Shares with respect to such possible Damage Event, then such Indemnified Party shall deliver to the Shareholder Agent (an “Indemnified Party”with a copy to the Escrow Agent) will give a written notice of such possible Damage Event (a “"Claim Notice”") to the party from whom indemnification is sought (an “Indemnifying Party”) whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain setting forth (i) a brief description and, if known, of the estimated amount of any Losses incurred or reasonably expected to be incurred by the circumstances supporting such Indemnified Party's belief that such possible Damage Event exists or has occurred, and (ii) a reasonable explanation non-binding, preliminary estimate of the basis for aggregate dollar amount of all Losses that have arisen and may arise as a direct or indirect result of such possible Damage Event (such aggregate amount being referred to as the "Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those LossesAmount"). (b) If the Indemnified Party seeks indemnity under this Article 8 Shareholder Agent shall object in response good faith to a claim or Proceeding any portion of any Claim Amount specified in any Claim Notice, the Shareholder Agent shall, within thirty (30) calendar days after the deemed delivery by another Person not a party to this Agreement (a “Third Party Claim”), then the Indemnified Party will give a to the Shareholder Agent of such Claim Notice in accordance with Section 13.4, deliver to the Indemnifying Party within ten Escrow Agent (10) days after the Indemnified Party has received notice or otherwise learns of the assertion of such Third Party Claim and will include in the Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other Person, in each case to the extent known with a copy to the Indemnified Party) a certificate, accompanied executed by reasonable supporting documentation submitted by the Shareholder Agent (a "Certificate of Objections"): (i) specifying each such third party (amount to which the extent then Shareholder Agent objects in the possession of the Indemnified Party) and good faith; and (ii) specifying in reasonable detail the assertion of the claim or the notice of the commencement of any Proceeding relating to nature and basis for each such Third Party Claim; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability under this Agreement except to the extent such delay or deficiency prejudices or otherwise adversely affects the rights of the Indemnifying Party with respect theretogood faith objection. (c) In If the event Escrow Agent shall not have received a Certificate of Objections objecting to a Claim Amount within thirty (30) calendar days after delivery to the Shareholder Agent of a Third Party ClaimClaim Notice specifying such Claim Amount, the Indemnifying Shareholders and the Shareholder Agent shall be deemed to have acknowledged that the Claim Amount claimed on such Claim Notice is correct and final and the Escrow Agent shall, transfer to such Indemnified Party will from the Indemnity Escrow Shares (such transfer to be entitled to participate applied and deducted from the Indemnity Escrow Shares pro rata in the defense thereof and, if it so chooses, assume at any time control accordance with each Indemnity Shareholder's pro rata share of the defense thereof with counsel reasonably satisfactory Indemnity Escrow Shares) that number of Indemnity Escrow Shares having a value equal to the quotient of (i) the aggregate Losses suffered or incurred by such Indemnified Party Party, divided by giving (ii) the greater of (1) the Pubco PIPE Share Price, and (2) the average closing bid price (or last sale price) of the Pubco Common Stock for the twenty (20) trading days prior to the Indemnified Party written notice of its intention to assume control of date such Losses were incurred (the defense of such Third Party Claim; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below“Escrow Share Value”). (d) The party If a Certificate of Objections delivered by the Shareholder Agent in response to a Claim Notice contains instructions to the effect that Indemnity Escrow Shares having an Escrow Share Value equal to a specified portion (but not controlling the defense entire amount) of the Third Claim Amount set forth in such Claim Notice are to transferred to an Indemnified Party, then (i) the Escrow Agent shall be authorized to transfer to such Indemnified Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if the Indemnifying Party assumes control that number of Indemnity Escrow Shares having an Escrow Share Value equal to such specified portion of such defense as permitted above Claim Amount, and (ii) the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available procedures set forth in Section 5.2(e) below shall be followed with respect to the Third Party Claim, then the reasonable fees and expenses of counsel to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense of the Third Party Claim (the “Controlling Party”) with such information as it may have with respect to the Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense remaining portion of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect theretoAmount. (e) The Indemnifying Party will not agree If the Escrow Agent shall have received a Certificate of Objections within thirty (30) calendar days after delivery to the Shareholder Agent of a Claim Notice, disputing all or a portion of the Claim Amount set forth in such Claim Notice (such Claim Amount or the disputed portion thereof being referred to as the "Disputed Amount"), then, notwithstanding anything contained in Section 6 hereof, the Escrow Agent shall continue to hold in the Escrow Account (in addition to any other Escrow Shares permitted to be retained in the Escrow, whether in connection with any other dispute or otherwise), Escrow Shares having an Escrow Share Value equal to 100% of the Disputed Amount. Such Escrow Shares shall continue to be held in the Escrow Account until such time as (i) the applicable Indemnified Party and the Shareholder Agent execute a settlement ofagreement containing instructions regarding the release of such shares, and a copy of such settlement agreement is provided to Escrow Agent, or consent (ii) the Escrow Agent receives a copy of a final, non-appealable court order of a court of competent jurisdiction containing instructions to the entry Escrow Agent regarding the release of any Judgment such Escrow Shares. The Escrow Agent shall thereupon release such Escrow Shares from the Escrow Account in accordance with the instructions set forth in such settlement agreement or court order. (other than a Judgment of dismissal on f) Notwithstanding anything to the merits without costs) arising fromcontrary set forth in this Section 5, the Escrow Agent shall not release to an Indemnified Party, and no Indemnified Party shall be entitled to receive, any such Third Party Claim without the prior written consent Escrow Shares in respect of indemnification obligations under Section 7.5 of the Merger Agreement unless and until the aggregate Losses incurred by all Indemnified Party; provided, however, that Parties resulting from one or more Damage Events exceeds the consent Damage Threshold of the Indemnified Party will not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Party$100,000.

Claim Procedure. (a) A party that seeks indemnity under this Article 8 entitled to indemnification hereunder (an the “Indemnified Party”) will promptly give written notice (a the “Claim Notice”) to the party from whom obligated to provide indemnification is sought hereunder (an provided that any notice to any Company Equityholder hereunder shall be provided instead to the Company Equityholder Representative on their behalf) (the “Indemnifying Party”) whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain after (i) becoming aware of a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by Loss for which the Indemnified PartyParty intends to seek indemnification, or (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known receipt by the Indemnified Party and (iii) of notice of any claim or the commencement of any Action against it by a demand for payment of those Losses. (b) If the Person other than an Indemnified Party seeks indemnity under this Article 8 in response to a claim or Proceeding by another Person not a party to this Agreement (a “Third Party Claim”), then ) which may result in a Loss for which the Indemnified Party will give a is entitled to indemnification hereunder. The Claim Notice to will describe the Indemnifying Party within ten (10) days after Loss and/or the Indemnified Party has received notice or otherwise learns of the assertion of such Third Party Claim and will include asserted Liability in the Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other Person, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party detail (to the extent then known), shall include copies of all material written evidence thereof in the possession of the Indemnified PartyParty and will indicate the amount (estimated, if necessary) and (ii) the assertion of the claim Loss and/or asserted Liability that has been or the notice of the commencement of any Proceeding relating to such Third Party Claim; provided, however, that no delay or deficiency on the part of may be suffered by the Indemnified Party in so notifying the Indemnifying Party (a “Claim Amount”). The failure to provide a Claim Notice will not relieve the Indemnifying Party of any Liability under this Agreement that it may have to any Indemnified Party, except to the extent such delay or deficiency prejudices or otherwise adversely affects the rights of that the Indemnifying Party with respect theretodemonstrates that the defense of such Third Party Claim is prejudiced by the Indemnifying Party’s failure to give such Claim Notice. (cb) In the event Within thirty (30) days after receipt of a Claim Notice relating to a claim other than a Third Party Claim, the Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory deliver to the Indemnified Party a response in which the Indemnifying Party will either: (i) agree that the Indemnified Party is entitled to receive all of the Losses at issue in the Claim Notice; or (ii) dispute the Indemnified Party’s entitlement to indemnification by giving delivering to the Indemnified Party written a notice of its intention (an “Objection Notice”) setting forth in reasonable detail each disputed item, the basis for each such disputed item and certifying that all such disputed items are being disputed in good faith. If the Indemnifying Party fails to assume control take either of the defense foregoing actions within thirty (30) days after delivery of such Third the Claim Notice, then the Indemnifying Party Claim; provided, however, that will be deemed to have irrevocably accepted the Claim Notice and the Indemnifying Party will be deemed to have irrevocably agreed to pay the Losses at issue in the Claim Notice. If the Indemnifying Party delivers an Objection Notice to the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(dwithin thirty (30) below). (d) The party not controlling the defense days after delivery of the Third Claim Notice, the Indemnified Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if shall allow the Indemnifying Party assumes control and its professional advisors to investigate the matter or circumstance alleged to give rise to such Claim Notice, and whether and to what extent any amount is payable in respect of such defense as permitted above Claim Notice and the Indemnified Party shall reasonably concludes that assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Company Entities’ premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party and or any of its professional advisors may reasonably (excluding, for the avoidance of doubt, any information, the disclosure of which would violate any Law or confidentiality obligation of such Indemnified Party have conflicting interests or, based on the reasonable advice of counsel, may result in a waiver of any attorney-client or different defenses available with respect to the Third Party Claimother privilege), and if any dispute remains, then the reasonable fees and expenses dispute may be resolved by any legally available means consistent with the provisions of counsel to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense of the Third Party Claim (the “Controlling Party”) with such information as it may have with respect to the Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect theretoSection 12.7. (e) The Indemnifying Party will not agree to any settlement of, or consent to the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnified Party; provided, however, that the consent of the Indemnified Party will not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Party.

Claim Procedure. (a) A party that seeks indemnity under this Article 8 9 (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain containing (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses. (b) If the Indemnified Party seeks indemnity under this Article 8 in response to a claim or Proceeding by another Person not a party to this Agreement (a “Third Party Claim”), then the Indemnified Party will give Within 30 days after delivery of a Claim Notice to the Indemnifying Party within ten (10) days after the Indemnified Party has received notice or otherwise learns of the assertion of such Third Party Claim and will include in the Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other PersonNotice, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claim; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve deliver to the Indemnified Party a written response in which the Indemnifying Party will either: (i) agree that the Indemnified Party is entitled to receive all of any Liability under this Agreement except the Losses at issue in the Claim Notice; or (ii) dispute the Indemnified Party’s entitlement to indemnification by delivering to the extent Indemnified Party a written notice (an “Objection Notice”) setting forth in reasonable detail each disputed item, the basis for each such delay or deficiency prejudices or otherwise adversely affects the rights of the Indemnifying Party with respect theretodisputed item and certifying that all such disputed items are being disputed in good faith. (c) In If the event Indemnifying Party fails to take either of a Third Party Claimthe foregoing actions within 30 days after delivery of the Claim Notice, then the Indemnifying Party will be entitled deemed to participate have irrevocably accepted the Claim Notice and the Indemnifying Party will be deemed to have irrevocably agreed to pay the Losses at issue in the defense thereof and, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control of the defense of such Third Party Claim; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below)Notice. (d) The party not controlling the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if If the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party Claim, then the reasonable fees and expenses of counsel delivers an Objection Notice to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense within 30 days after delivery of the Third Party Claim (Notice, then the “Controlling Party”) dispute may be resolved by any legally available means consistent with such information as it may have with respect to the Third Party Claim (including copies provisions of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect theretoSection 10.12. (e) Any indemnification of the Purchaser Indemnified Parties pursuant to this Article 9 will be effected by wire transfer of immediately available funds from the Seller or the Shareholders to an account designated by the Purchaser, and any indemnification of the Seller Indemnified Parties pursuant to this Article 9 will be effected by wire transfer of immediately available funds to an account designated by the Selling Parties’ Representative. (f) The foregoing indemnification payments will be made within five business days after the date on which (i) the amount of such payments are determined by mutual agreement of the parties, (ii) the amount of such payments are determined pursuant to Section 9.3(c) if an Objection Notice has not been timely delivered in accordance with Section 9.3(b) or (iii) both such amount and the Indemnifying Party’s obligation to pay such amount have been finally determined by a final Judgment of a court having jurisdiction over such proceeding as permitted by Section 10.12 if an Objection Notice has been timely delivered in accordance with Section 9.3(b). (g) For purposes of Section 9.3 and Section 9.4, (i) if the Seller or the Shareholders comprise the Indemnifying Party, any references to the Indemnifying Party (except provisions relating to an obligation to make or a right to receive any payments) will not agree be deemed to any settlement of, or consent refer to the entry of any Judgment Selling Parties’ Representative and (other than a Judgment of dismissal on ii) if the merits without costs) arising from, any such Third Party Claim without Seller or the prior written consent of Shareholders comprises the Indemnified Party; provided, however, that the consent of any references to the Indemnified Party (except provisions relating to an obligation to make or a right to receive any payments) will not be required if deemed to refer to the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying PartySelling Parties’ Representative.

Claim Procedure. (a) A party that If Electrum seeks indemnity remedies under this Article 8 (an “Indemnified Party”) 10, it will give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain Grove containing (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by as a result of the Indemnified Partyinaccuracy or breach, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party Electrum and (iii) a demand for payment the release of those Lossesshares of Common Stock from the Escrow Account. (b) If the Indemnified Party seeks indemnity under this Article 8 in response to a claim or Proceeding by another Person not a party to this Agreement (a “Third Party Claim”), then the Indemnified Party will give Within 30 days after delivery of a Claim Notice Notice, Grove will deliver to the Indemnifying Party within ten Electrum a written response in which Grove will either: (10i) days after the Indemnified Party has received notice or otherwise learns Agree that Electrum is entitled to receive all of the assertion of such Third Party Claim and will include Losses at issue in the Claim Notice Notice; or (iii) Dispute Electrum’s entitlement to receive all or any part of the facts constituting Losses by delivering to Electrum a written notice (an “Objection Notice”) setting forth in reasonable detail each disputed item, the basis for each such Third Party Claim disputed item and the amount of the damages claimed by the other Person, certifying that all such disputed items are being disputed in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claim; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability under this Agreement except to the extent such delay or deficiency prejudices or otherwise adversely affects the rights of the Indemnifying Party with respect theretogood faith. (c) In If the event Indemnifying Party fails to take either of a Third Party Claimthe foregoing actions within 30 days after delivery of the Claim Notice, then the Indemnifying Party will be entitled deemed to participate have irrevocably accepted the Claim Notice and the Indemnifying Party will be deemed to have irrevocably agreed to pay the Losses at issue in the defense thereof and, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control of the defense of such Third Party Claim; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below)Notice. (d) The party not controlling the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party Claim, then the reasonable fees and expenses of counsel If Grove delivers an Objection Notice to the Indemnified Party within 30 days after delivery of the Claim Notice, then the dispute will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish resolved by binding arbitration before three arbitrators in Dallas, Texas pursuant to the party controlling the defense rules of the Third Party Claim (the “Controlling Party”) with such information as it may have with respect to the Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect theretoAmerican Arbitration Association. (e) The Indemnifying Party Any Claim Notice and any Objection Notice will not agree to any settlement of, or consent be contemporaneously delivered to the entry Escrow Agent. (f) Any Losses paid under Sections under this Article will be paid exclusively by release of any Judgment (other than shares of Common Stock from the Escrow Account established in accordance with the provisions of the Escrow Agreement in an amount equal to the amount of the Losses. Shares of Common Stock released from the Escrow Account will be considered surrendered by Grove to Electrum for cancellation. The value of each share of Common Stock released from the Escrow Account and surrendered to Electrum will be equal to the average closing price for a Judgment share of dismissal Common Stock for the 20 Trading Days preceding the date of the Claim Notice on the merits without costsPrincipal Exchange (the “Market Value”). (g) arising from, any such Third Party Claim without the prior written consent The Escrow Agreement will provide that one-half of the Indemnified Party; providedEscrow Shares will be released within 30 days after receipt of the independent auditors’ report with respect to the financial statements of Electrum for the year ended December 31, however2006, if there is not then outstanding any Claim Notice that has not been resolved pursuant to this Section. The Escrow Agreement will provide that the consent remaining one-half of the Indemnified Party Escrow Shares will be released within 30 days after receipt of the independent auditors’ report with respect to the financial statements of Electrum for the year ended December 31, 2007, if there is not be required if the Indemnifying Party agrees in writing to pay then outstanding any amounts payable Claim Notice that has not been resolved pursuant to such settlement or any Judgment and such settlement or Judgment includes this Section. If a full, complete and unconditional release Claim Notice remains outstanding 30 days after receipt of the Indemnified Party from further Liability. The Indemnified Party will not agree independent auditors’ report with respect to any settlement ofthe financial statements of Electrum for the year ended December 31, or 2007, then a number of Escrow Shares shall be retained in the entry Escrow Account with a Market Value equal to the good faith amount of any Judgment (other than a Judgment such claim as determined by Electrum until such claim is resolved pursuant to the provisions of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Partythis Section 9.2.

Claim Procedure. (a) 13.2.1 A party Party that seeks indemnity under this Article 8 Clause 13 and Clause 12 (an “Indemnified Party”) will shall give written notice (a “Claim Notice”) to the party Party from whom indemnification is sought (an “Indemnifying Party”) whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain containing: (ia) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, ; (iib) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party Party; and (iiic) a demand for payment of those Losses. 13.2.2 Within 30 (thirty) days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall either: (a) agree that the Indemnified Party is entitled to receive all of the Losses at issue in the Claim Notice; or (b) If dispute the Indemnified Party’s entitlement to indemnification by delivering to the Indemnified Party seeks indemnity under this Article 8 a written notice (an “Objection Notice”) setting forth in response reasonable detail each disputed item, the basis for each such disputed item and certifying that all such disputed items are being disputed in good faith. 13.2.3 If the Indemnifying Party fails to a claim or Proceeding by another Person not a party to this Agreement take either of the foregoing actions within 30 (a “Third Party Claim”)thirty) days after delivery of the Claim Notice, then the Indemnified Indemnifying Party will give a shall be deemed to have irrevocably accepted the Claim Notice to and the Indemnifying Party shall be deemed to have irrevocably agreed to pay the Losses at issue in the Claim Notice. 13.2.4 If the Indemnifying Party delivers an Objection Notice within ten 30 (10thirty) days after of the delivery of the Claim Notice, the Indemnified Party has received notice or otherwise learns and the Indemnifying Party shall attempt in good faith, for a period of at least 30 (thirty) days, to agree upon the rights of the assertion respective parties with respect to each of such Third Party Claim claims and will include in the Claim Notice Losses at issue. If no such agreement can be reached after good faith negotiation and after 30 (ithirty) days from the facts constituting date of delivery of an Objection Notice, then either the basis for such Third Party Claim and Purchaser or the Seller may demand arbitration of the matter unless the amount of the damages claimed by the other Person, Losses is at issue in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claim; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability under this Agreement except to the extent such delay or deficiency prejudices or otherwise adversely affects the rights of the Indemnifying Party with respect thereto. (c) In the event of a pending Third Party Claim, in which event arbitration shall not be commenced until either such amount is finally determined pursuant to a final, non-appealable Judgment, or both the Indemnifying Party will Purchaser and the Seller agree to arbitration, and in either such event the matter shall be entitled to participate settled by binding arbitration in accordance with the defense thereof and, if it so chooses, assume at any time control provisions of the defense thereof with counsel reasonably satisfactory to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control of the defense of such Third Party Claim; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below)Clause 16. (d) The party not controlling the defense 13.2.5 Any indemnification pursuant to this Clause 13 and Clause 12 shall be effected by wire transfer of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses immediately available with respect funds to the Third Party Claim, then the reasonable fees and expenses of counsel to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense of the Third Party Claim (the “Controlling Party”) with such information as it may have with respect to the Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made an account designated by the Non-controlling Party with respect thereto. (e) The Indemnifying Party will not agree to any settlement of, or consent to the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnified Party; provided, however, that . 13.2.6 The foregoing indemnification payments shall be made within 5 (five) Business Days after the consent date on which: (a) the amount of such payments are determined by mutual agreement of the Indemnified Party will not be required if Parties; (b) the Indemnifying Party agrees in writing to pay any amounts payable amount of such payments are determined pursuant to Clause 13.2.3 if an Objection Notice has not been timely delivered in accordance with Clause 13.2.2; or (c) both such settlement or any Judgment amount and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Party’s obligation to pay such amount have been finally determined by a final Judgment of a court or other tribunal having jurisdiction over such Proceeding as permitted by Clause 16.2 if an Objection Notice has been timely delivered in accordance with Clause 13.2.2.

Claim Procedure. (a) A party that seeks indemnity In order for any Indemnified Party to be entitled to make a claim for indemnification under this Article 8 IX, such Indemnified Party shall deliver a written notice (an “Indemnified Party”) will give written notice (a “Indemnification Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) whether , as promptly as reasonably practicable after it acquires knowledge of the fact, event or circumstance giving rise to a claim for Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b)pursuant to this ‎Article IX. The Each Indemnification Claim Notice must contain (i) a description and, if knownshall specify in reasonable detail the nature of, the estimated facts, circumstances and the amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, a good faith estimate (ii) a reasonable explanation of the basis for the Claim Notice only to the extent ascertainable) of the facts then known by potential Losses (the Indemnified Party and (iii“Losses Estimate”) a demand for payment of those Losses. (b) If the against which such Indemnified Party seeks indemnity under this Article 8 in response to a indemnification for, such claim or Proceeding by another Person not a party to asserted, and the provisions of this Agreement (a “Third Party Claim”)upon which such claim for indemnification is made; provided, then the however, that any failure by such Indemnified Party will to give a such prompt Indemnification Claim Notice shall not relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party is actually and materially prejudiced thereby. After delivery of an Indemnification Claim Notice to the Indemnifying Party within ten (10) days after the Indemnified Party has received notice or otherwise learns of the assertion of such Third Party Claim and will include in the Claim Notice Party, (i) the facts constituting Indemnified Party which has provided such Indemnification Claim Notice shall, upon written request from the basis for such Third Indemnifying Party, supply and make available to the Indemnifying Party Claim and its Representatives (at the amount of Indemnifying Party’s cost and expense) all relevant information in its or its Affiliates’ possession relating to the damages claimed claim reasonably requested by the other Person, in each case Indemnifying Party (except to the extent known that such action would result in a loss of attorney-client privilege; provided, that such Indemnified Party shall use its commercially reasonable efforts to provide such information in such format to the Indemnified Indemnifying Party, accompanied by reasonable supporting documentation submitted by or on an outside counsel only basis or in such third party (to the extent then other manner which would not result in the possession loss of the Indemnified Partysuch attorney-client privilege) and (ii) the assertion of Indemnified Party shall, and shall cause its Representatives, to (A) be reasonably available to the claim or Indemnifying Party and its Representatives (at the notice of Indemnifying Party’s cost and expense) during normal business hours to discuss such claim, (B) render to the commencement of any Proceeding relating Indemnifying Party and its Representatives such assistance as may reasonably be requested, (C) provide reasonable access to such Third properties, facilities, books, records, accountant work papers and other documents or information in their possession or that may be reasonably obtained as the Indemnifying Party Claim; and/or its 70 Representatives may reasonably require (at the Indemnifying Party’s cost and expense) (provided, however, that no delay or deficiency on the part accountants of the Indemnified Party in so notifying shall not be obligated to make any working papers available to the Indemnifying Party will relieve the Indemnifying or its Representatives unless and until such Party of any Liability under this Agreement except or such Representative, as applicable, has signed a customary confidentiality and hold harmless agreement relating to the extent such delay or deficiency prejudices or access to working papers in form and substance reasonably acceptable to such accountants), and (D) otherwise adversely affects the rights of the Indemnifying Party cooperate with respect thereto. (c) In the event of a Third Party Claim, the Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control of the defense of such Third Party Claim; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below). (d) The party not controlling the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party Claim, then the reasonable fees and expenses of counsel to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense of the Third Party Claim (the “Controlling Party”) with such information as it may have with respect to the Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider Representatives in good faith recommendations made by (at the Non-controlling Party with respect thereto. Indemnifying Party’s cost and expense). Without limiting the foregoing, such cooperation shall include the retention and (eupon the Indemnifying Party’s request) The Indemnifying Party will not agree the provision to any settlement of, or consent to the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnified Party; provided, however, that the consent of the Indemnified Party will not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant or its Representatives of books, records and other documents and information which are actually and reasonably relevant to such settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Partyclaim.

Claim Procedure. (a) A party that seeks indemnity under this Article 8 9 (an “Indemnified Party”) will give prompt written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain containing (i) a description and, if knownto the extent known or reasonably ascertainable, the estimated amount of any Losses incurred or reasonably expected to be incurred by the such Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party Claim, and (iii) a demand for payment of those Losses. (b) If . Notwithstanding the Indemnified Party seeks indemnity under this Article 8 in response to a claim or Proceeding by another Person not a party to this Agreement (a “Third Party Claim”)foregoing, then the Indemnified Party will give a Claim Notice to the Indemnifying Party within ten (10) days after the Indemnified Party has received notice or otherwise learns of the assertion of such Third Party Claim and will include in the Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other Person, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claim; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability under this Agreement except to the extent such delay or deficiency prejudices or otherwise adversely affects the rights of the Indemnifying Party with respect theretohas suffered Losses as a result of the delay or other deficiency. (b) Within thirty (30) days after delivery of a Claim Notice, the Indemnifying Party will deliver to the Indemnified Party a written response in which the Indemnifying Party will either: (i) agree that the Indemnified Party is entitled to receive all of the Losses at issue in the Claim Notice; or (ii) dispute the Indemnified Party’s entitlement to indemnification by delivering to the Indemnified Party a written notice (an “Indemnity Objection Notice”) setting forth in reasonable detail each disputed item, the basis for each such disputed item and certifying that all such disputed items are being disputed in good faith. (c) In If the event Indemnifying Party fails to take either of a Third Party Claimthe foregoing actions within thirty (30) days after delivery of the Claim Notice, then the Indemnifying Party will be entitled deemed to participate in the defense thereof and, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control of the defense of such Third Party Claim; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below)have delivered an Indemnity Objection Notice. (d) The party not controlling the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if If the Indemnifying Party assumes control of such defense as permitted above and delivers an Indemnity Objection Notice to the Indemnified Party reasonably concludes that the Indemnifying Party and Party, or is deemed to have delivered an Indemnity Objection Notice to the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party ClaimParty, then the reasonable fees and expenses of counsel to the Indemnified Party will dispute may be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense of the Third Party Claim (the “Controlling Party”) resolved by any legally available means consistent with such information as it may have with respect to the Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect theretoSection 10.6. (e) The Indemnifying All Buyer Indemnified Parties shall be entitled to reimbursement solely from the Adjustment Escrow Account for amounts due from the ESOP under Section 2.6(c) and from the Indemnity Escrow Account for any indemnification payment due by the ESOP to such Buyer Indemnified Party pursuant to Sections 9.2(a) and (b) (with the ESOP Escrow Shares valued at $10.25 per J2 Ordinary Share). (f) If an indemnification payment is due to a Buyer Indemnified Party pursuant to Sections 9.2(a) and (b) by the ESOP, the ESOP Trustee and Buyer will not agree provide joint written instructions to any settlement ofthe Escrow Agent to release ESOP Escrow Shares in an amount (valued at $10.25 per J2 Ordinary Share) equal to the ESOP’s obligation for the indemnification payment from the Indemnity Escrow Account to such Buyer Indemnified Party. (g) Indemnification payments will be made within ten (10) Business Days after the date on which (i) the amounts of such payments are determined by mutual agreement of the Shareholder Representative and Buyer, or consent to the entry of any Judgment (other than ii) both such amount and a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnified Party; provided, however, that the consent of the Indemnified Party will not be required if the Indemnifying Party agrees in writing Shareholder’s obligation to pay any amounts payable pursuant to such settlement or any Judgment and amount have been finally determined by a final Order of a court having jurisdiction over such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Partyproceeding as permitted by this Agreement.

Claim Procedure. If an Indemnified Party learns of an actual or potential indemnity claim (aother than a claim by a third Person) A party that seeks for which such Indemnified Party may seek indemnification under Section 7.1, such Indemnified Party shall, reasonably promptly after becoming aware of such claim, notify the Indemnitor thereof in writing, specifying the nature of and specific basis for such claim and the actual or, if reasonably Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934. practicable, the estimated amount of such claim to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such indemnity under this Article 8 claim) (an “Indemnified Party”) will give written notice (such notice, a “Claim Notice”) ); provided, that the failure of an Indemnified Party to the party from whom give timely notice shall not affect its rights to indemnification is sought (an “Indemnifying Party”) whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in under Section 8.3(b). The Claim Notice must contain (i) a description and7.1, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice except to the extent of that the facts then known Indemnitor has been actually and materially prejudiced by the Indemnified Party and (iii) a demand for payment of those Losses. (b) If the Indemnified Party seeks indemnity under this Article 8 in response to a claim or Proceeding by another Person not a party to this Agreement (a “Third Party Claim”), then the Indemnified Party will give a Claim Notice to the Indemnifying Party within such failure. Within ten (10) days following receipt of the applicable Claim Notice, the Indemnitor shall notify such Indemnified Party in writing if the Indemnitor disputes that all or a portion of such indemnity claim is subject to indemnification hereunder, specifying the amount, if applicable, so disputed, and otherwise the Indemnitor shall be deemed to have agreed that any undisputed portion of such indemnity claim is subject to indemnification hereunder. Any such indemnity claim that the Indemnitor has agreed, or has been deemed to have agreed, is subject to indemnification hereunder shall be paid in accordance with Section 7.2.2. With respect to any disputed indemnity claim, after final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, or the Indemnified Party has received notice or otherwise learns of the assertion of such Third Party Claim and will include in the Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed Indemnitor shall have arrived at a mutually binding agreement with respect to each separate matter indemnified by the other PersonIndemnitor, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claim; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying shall forward to the Indemnifying Party will relieve the Indemnifying Party Indemnitor notice of any Liability under this Agreement except to sums due and owing by the extent such delay or deficiency prejudices or otherwise adversely affects the rights of the Indemnifying Party Indemnitor with respect thereto. (c) In the event of a Third Party Claimto such matter, the Indemnifying Party will and such amount shall be entitled to participate in the defense thereof and, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control of the defense of such Third Party Claim; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except paid as provided in Section 8.3(d) below)7.2.2. (d) The party not controlling the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party Claim, then the reasonable fees and expenses of counsel to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense of the Third Party Claim (the “Controlling Party”) with such information as it may have with respect to the Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect thereto. (e) The Indemnifying Party will not agree to any settlement of, or consent to the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnified Party; provided, however, that the consent of the Indemnified Party will not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Party.

Claim Procedure. (a) A party that seeks indemnity under this Article 8 9 (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain containing (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses. (b) If the Indemnified Party seeks indemnity under this Article 8 in response to a claim or Proceeding by another Person not a party to this Agreement (a “Third Party Claim”), then the Indemnified Party will give Within 30 days after delivery of a Claim Notice to the Indemnifying Party within ten (10) days after the Indemnified Party has received notice or otherwise learns of the assertion of such Third Party Claim and will include in the Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other PersonNotice, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claim; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve deliver to the Indemnified Party a written response in which the Indemnifying Party will either: (i) agree that the Indemnified Party is entitled to receive all or a portion of any Liability under this Agreement except the Losses at issue in the Claim Notice; or (ii) dispute the Indemnified Party’s entitlement to indemnification by delivering to the extent Indemnified Party a written notice (an “Objection Notice”) setting forth in reasonable detail each disputed item, the basis for each such delay or deficiency prejudices or otherwise adversely affects the rights of the Indemnifying Party with respect theretodisputed item and certifying that all such disputed items are being disputed in good faith. (c) In If the event Indemnifying Party fails to take either of a Third Party Claimthe foregoing actions within 30 days after delivery of the Claim Notice, then the Indemnifying Party will be entitled deemed to participate have irrevocably accepted the Claim Notice and the Indemnifying Party will be deemed to have irrevocably agreed to pay the Losses at issue in the defense thereof and, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control of the defense of such Third Party Claim; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below)Notice. (d) The party not controlling the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if If the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party Claim, then the reasonable fees and expenses of counsel delivers an Objection Notice to the Indemnified Party within 30 days after delivery of the Claim Notice, then the dispute will be considered as “Losses” for purposes resolved exclusively in accordance with the provisions of this Agreement. The Non-controlling Party will furnish the party controlling the defense of the Third Party Claim (the “Controlling Party”) with such information as it may have with respect to the Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect theretoSection 10.11. (e) The Indemnifying If any Purchaser Indemnified Party will not agree to any settlement of, or consent to the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnified Party; provided, however, that the consent of is the Indemnified Party will not be required if the Indemnifying Party agrees in writing with respect to pay any amounts payable claim for indemnification pursuant to this Article 9, the parties will contemporaneously deliver to the Escrow and Exchange Agent copies of each Claim Notice and Objection Notice in connection with such settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release claim. (f) Any indemnification of the Stockholders pursuant to this Article 9 will be effected by wire transfer of immediately available funds to an account designated by the Stockholder Representative. All indemnification payments to be received by the Stockholders in accordance with this Article 9 will be allocated among the Stockholders in proportion to each Stockholder’s pro rata share of the Escrow Fund, as set forth on the Final Merger Consideration Allocation Schedule. (g) Any indemnification of the Purchaser Indemnified Party from further Liability. The Indemnified Party Parties pursuant to this Article 9 will not agree be effected, at the binding election of the Stockholder Representative to any settlement ofbe made no later than two Business Days following a final determination of the indemnifiable Losses hereunder, by either (i) wire transfer of immediately available funds to an account designated by the Purchaser (in which case the number of Shares equal to such cash amount, with a deemed value equal to the Purchaser Closing Stock Price, will be released to the Stockholder Representative), or (ii) the entry return of any Judgment all or a portion of the Shares received by the Stockholders, whether held in the Escrow Fund or otherwise, with each Share having a deemed value equal to the Purchaser Closing Stock Price, in each event in proportion to the Merger Consideration payable to them pursuant to this Agreement. (other than a Judgment h) The foregoing indemnification payments will be made within five Business Days after the date on which (i) the amount of dismissal on such payments are determined by mutual agreement of the merits without costsparties, (ii) arising from, any the amount of such Third Party Claim without the prior written consent of payments are determined pursuant to Section 9.3(c) if an Objection Notice has not been timely delivered in accordance with Section 9.3(b) or (iii) both such amount and the Indemnifying Party’s obligation to pay such amount have been finally determined in accordance with the dispute resolution procedures set forth in Section 10.11.

Claim Procedure. (a) A party that seeks indemnity In order for any Indemnified Party to be entitled to make a claim for indemnification under this Article 8 IX, such Indemnified Party shall deliver a written notice (an “Indemnified Party”) will give written notice (a “Indemnification Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) whether , as promptly as reasonably practicable after it acquires knowledge of the fact, event or circumstance giving rise to a claim for Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b)pursuant to this Article IX. The Each Indemnification Claim Notice must contain (i) a description and, if knownshall specify in reasonable detail the nature of, the estimated facts, circumstances and the amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, a good faith estimate (ii) a reasonable explanation of the basis for the Claim Notice only to the extent ascertainable) of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses. (b) If the potential Losses against which such Indemnified Party seeks indemnity under this Article 8 in response to a indemnification for, such claim or Proceeding by another Person not a party to asserted, and the provisions of this Agreement (a “Third Party Claim”)upon which such claim for indemnification is made; provided, then the however, that any failure by such Indemnified Party will to give a such prompt Indemnification Claim Notice shall not relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party is actually and materially prejudiced thereby. After delivery of an Indemnification Claim Notice to the Indemnifying Party within ten (10) days after the Indemnified Party has received notice or otherwise learns of the assertion of such Third Party Claim and will include in the Claim Notice Party, (i) the facts constituting Indemnified Party which has provided such Indemnification Claim Notice shall, upon written request from the basis for such Third Indemnifying Party, supply and make available to the Indemnifying Party Claim and its Representatives (at the amount of Indemnifying Party’s cost and expense) all relevant information in its or its Affiliates’ possession relating to the damages claimed claim reasonably requested by the other Person, in each case Indemnifying Party (except to the extent known that such action would result in a loss of attorney-client privilege; provided, that such Indemnified Party shall use its commercially reasonable efforts to provide such information in such format to the Indemnified Indemnifying Party, accompanied by reasonable supporting documentation submitted by or on an outside counsel only basis or in such third party (to the extent then other manner which would not result in the possession loss of the Indemnified Partysuch attorney-client privilege) and (ii) the assertion of Indemnified Party shall, and shall cause its Representatives, to (A) be reasonably available to the claim or Indemnifying Party and its Representatives (at the notice of Indemnifying Party’s cost and expense) during normal business 249717839 v15 hours to discuss such claim, (B) render to the commencement of any Proceeding relating Indemnifying Party and its Representatives such assistance as may reasonably be requested, (C) provide reasonable access to such Third properties, facilities, books, records, accountant work papers and other documents or information in their possession or that may be reasonably obtained as the Indemnifying Party Claim; and/or its Representatives may reasonably require (at the Indemnifying Party’s cost and expense) (provided, however, that no delay or deficiency on the part accountants of the Indemnified Party in so notifying shall not be obligated to make any working papers available to the Indemnifying Party will relieve the Indemnifying or its Representatives unless and until such Party of any Liability under this Agreement except or such Representative, as applicable, has signed a customary confidentiality and hold harmless agreement relating to the extent such delay or deficiency prejudices or access to working papers in form and substance reasonably acceptable to such accountants), and (D) otherwise adversely affects the rights of the Indemnifying Party cooperate with respect thereto. (c) In the event of a Third Party Claim, the Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control of the defense of such Third Party Claim; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below). (d) The party not controlling the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party Claim, then the reasonable fees and expenses of counsel to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense of the Third Party Claim (the “Controlling Party”) with such information as it may have with respect to the Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider Representatives in good faith recommendations made by (at the Non-controlling Party with respect thereto. Indemnifying Party’s cost and expense). Without limiting the foregoing, such cooperation shall include the retention and (eupon the Indemnifying Party’s request) The Indemnifying Party will not agree the provision to any settlement of, or consent to the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnified Party; provided, however, that the consent of the Indemnified Party will not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant or its Representatives of books, records and other documents and information which are actually and reasonably relevant to such settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Partyclaim.

Claim Procedure. (a) A party that seeks indemnity under this Article 8 10 (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) whether the Losses sought arise from matters solely between the parties or from a claim or Proceeding by another Person not a party, nor an Affiliate of a party, to this Agreement (a “Third Party Claims described in Section 8.3(bClaim”). The Claim Notice must contain (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses. (b) If the Indemnified Party seeks indemnity under this Article 8 in response to a claim or Proceeding by another Person not a party to this Agreement (a “Third Party Claim”), then the Indemnified Party will give a Claim Notice to the Indemnifying Party within ten (10) days after the Indemnified Party has received notice or otherwise learns of the assertion of such Third Party Claim and will include in the Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other Person, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claim; provided, however, provided that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability its obligations under this Agreement Article 10 except to the extent such delay or deficiency materially prejudices or otherwise adversely affects the rights of the Indemnifying Party with respect thereto. (cb) In the event of a Third Party Claim, the Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, assume at any time control of the defense thereof at its sole cost and expense with counsel reasonably satisfactory to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control of the defense of such Third Party Claim within ten days of receipt of notice of such Third Party Claim; provided. Following the assumption of control of the defense of any Third Party Claim by the Indemnifying Party, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expensecounsel. Notwithstanding the foregoing, except the Indemnifying Party shall not be entitled to assume the defense of such Third Party Claim (unless the Purchaser Indemnified Party or Seller Indemnified Party, as provided applicable, agrees otherwise in writing) in the event: (i) the Third Party Claim involves an injunction or other equitable relief; or (ii) losses sought to be recovered under such Third Party Claim (together with all other losses sought to be recovered under any other claims then pending or in dispute) would reasonably be expected not to be covered by the Indemnifying Party under the limitations on indemnification set forth in Section 8.3(d) below)10.5. (dc) The party In the event that the Indemnifying Party declines to assume the defense of such Third Party Claim within 30 days of receiving a Claim Notice, or is not controlling entitled to assume the defense of such Third Party Claim according to subsection (b) above, then the Indemnified Party will have the right to assume the defense of such Third Party Claim with counsel of its choosing (which reasonable fees and expenses of such counsel shall constitute recoverable Losses for which the Sellers or the Purchaser, as applicable, is responsible if the claim underlying such Third Party Claim is a claim for which the Indemnified Party is entitled to indemnification hereunder); provided that the Indemnifying Party shall not be required to pay for more than one such counsel (plus any appropriate local counsel). If the Indemnified Party assumes the defense of the Third Party Claim in accordance with this subsection (the “Non-controlling Party”c), then: (i) may participate in the defense thereof at its own expense. However, if The Indemnified Party shall keep the Indemnifying Party assumes control informed of all material developments relating to such defense Third Party Claim. The Sellers or the Purchaser, as permitted above applicable, shall have the right to receive copies of all pleadings, notices and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available communications with respect to the Third Party Claim, then the reasonable fees and expenses of counsel to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense of the such Third Party Claim (the “Controlling Party”) with such information as it may have with respect to the Third extent that receipt of such documents does not waive any privilege; (ii) The Indemnifying Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party retain separate co-counsel and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel participate in the defense of such Third Party Claim. The Controlling Claim or settlement negotiations with respect to such Third Party will keep Claim at its own cost and expense, and shall be entitled to reasonably consult with the Non-controlling Indemnified Party reasonably advised of with respect to the status defense of such Third Party Claim and will consider or settlement negotiations with respect to such Third Party Claim; and (iii) The Indemnified Party shall not consent to the entry of any judgment or enter into any settlement or compromise of such Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed (it being understood that it shall be reasonable to withhold such consent where the Sellers or the Purchaser, as applicable, believes in good faith recommendations made by the Non-controlling Party that there is not an underlying basis for indemnification with respect theretoto such settlement)), unless (1) such judgment, settlement or compromise includes an unconditional release from all Liability with respect to the claim in favor of the Purchaser Indemnified Party or the Seller Indemnified Party, as applicable, or (2) the Purchaser Indemnified Party or Seller Indemnified Party stipulates in writing that there are no Losses for which it is entitled to indemnification under this Article 10 in connection with such judgment, settlement or compromise. (ed) The In the event that the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party will not agree to any settlement of, or consent to the entry of any Judgment (other than a Judgment of dismissal on the merits without costscosts or Liability and which includes no admission of fault or wrongdoing by the Indemnified Party and its Affiliates) arising from, from any such Third Party Claim without the prior written consent of the Indemnified Party; providedParty (which consent will not be unreasonably withheld, howeverdelayed or conditioned). (e) Notwithstanding the foregoing provisions of this Section 10.3, that the consent of the Indemnified Party Purchaser will not be required if to provide a Claim Notice to the Indemnifying Party agrees Sellers, permit the Sellers to assume the defense of or obtain the Sellers’ consent in writing to pay any amounts payable pursuant to such connection with the settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than claim for indemnification by the Purchaser Indemnified Parties that is to be satisfied exclusively through a Judgment of dismissal on claim made by the merits without costs) arising from, any such Third Party Claim without Purchaser under the prior written consent of the Indemnifying PartyR&W Insurance Policy.

Claim Procedure. All claims by the Purchaser under this Article VII shall be asserted as follows: (a) A in the event that (A) any claim, demand or proceeding is asserted or instituted by any party that seeks indemnity under this Article 8 (an “Indemnified Party”) will other than the Purchaser hereto which could give written notice (a “Claim Notice”) rise to Damages for which the Seller would be liable to the party from whom indemnification is sought Purchaser hereunder (an “Indemnifying Party”) whether the Losses sought arise from matters solely between the parties such claim, demand or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain (i) proceeding, a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses. (b) If the Indemnified Party seeks indemnity under this Article 8 in response to a claim or Proceeding by another Person not a party to this Agreement (a “"Third Party Claim”"), then or (B) the Indemnified Purchaser shall have a claim to be indemnified by the Seller which does not involve a Third Party will give Claim, the Purchaser shall (x) in the case of a Claim Notice to the Indemnifying Third Party Claim, within ten fifteen (1015) days after the Indemnified Party has received notice or otherwise learns of the assertion Companies' receiving actual notice of such Third Party Claim (unless failure to notify the Seller within such period would not materially prejudice the Seller's interests, in which case, the Purchaser shall with reasonable promptness), and will include (y) in the Claim Notice (i) case of any other claim, with reasonable promptness, send to the facts constituting Seller a written notice the basis for nature of such Third Party Claim claim or demand and the amount or estimated amount (which estimate shall not be conclusive of the damages claimed by the other Person, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by final amount of such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claim; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability under this Agreement except to the extent such delay or deficiency prejudices or otherwise adversely affects the rights of the Indemnifying Party with respect theretodemand) (a "Claim Notice"). (cb) In the event of a Third Party Claim, : (i) the Indemnifying Party will be entitled to participate in Seller shall have the defense thereof andright, if it so chooses, assume at any time control notifies the Purchaser with sufficient promptness after the sending of the defense thereof with counsel reasonably satisfactory Claim Notice in order not to compromise the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control position of the defense of such Third Party Claim; providedPurchaser or the Companies, however, that to defend the Indemnified Party may participate in action or to pursue the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below)claim. (dii) The party not controlling If the defense of Seller has notified the Third Party Claim (Purchaser that it wishes to defend the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests action or different defenses available with respect to pursue the Third Party Claim, then it will pursue the defense and claim reasonably and prudently and be assisted by counsel reasonably acceptable to the Purchaser. The Seller will regularly inform the Purchaser of the progress of such defense or such claim and, on request, shall provide it with all information or documentation as is necessary to enable it to consider the position. From and after the delivery of a Claim Notice hereunder, at the reasonable request of the Seller, the Purchaser shall grant the Seller and its representatives reasonable access to the books, records and properties of the Companies to the extent related to the matters to which the Claim Notice relates. The Seller will not, and shall require that its representatives do not, use or disclose to any third person other than its representatives (except in connection with such Claim Notice) any information obtained pursuant to this Section 7.2 which is designated as confidential by the Purchaser. If the Seller has notified the Purchaser that it will defend the action or pursue the claim, the Seller shall bear all costs and fees (including without limitation attorney's fees and expenses) it shall incur in respect of such defense or such claim. (iii) If the Seller notifies the Purchaser that the Seller does not wish to defend the action or pursue the claim or fails to do so in accordance with Section 7.2(b)(i) above, the Purchaser shall defend the action or pursue the claim on its own and shall pursue the defense or claim reasonably and prudently and be assisted by counsel reasonably acceptable to the Seller; the Seller shall bear all attorney's fees and expenses in respect of such defense or such claim. (iv) The Seller or the Purchaser, depending on which of them defends the action or pursues the claim, shall allow the other Party and its counsel to participate in the elaboration of the arguments which may need to be put forward and in the negotiations which may take place to reach an out-of-court settlement, it being understood that such other Party shall bear all fees and expenses of counsel to the Indemnified Party will be considered as “Losses” for purposes such additional counsel. (v) No compromise or settlement of this Agreement. The Non-controlling Party will furnish the party controlling the defense of the a Third Party Claim (the “Controlling Party”) with such information as it may have with respect to the Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations shall be made by the Non-controlling Party with respect thereto. (e) The Indemnifying Party will not agree to any settlement of, or consent to the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of both the Indemnified Party; providedPurchaser and the Seller, however, that the such consent not being unreasonably refused or delayed. (c) The liability of the Indemnified Party will not be required if Seller to the Indemnifying Party agrees Purchaser in writing to pay any amounts payable pursuant to such settlement or any Judgment and such settlement or Judgment includes respect of Damages resulting from a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without shall be indemnified pursuant to Section 7.1 regardless of which Party defends the prior written consent action or pursues the claim. (d) In the event of a claim between the Indemnifying PartyParties which does not involve a Third Party Claim, the Party against which a definitive judgment is rendered in connection with such claim shall bear all costs and expenses of counsel of both Parties incurred in connection with such claim.

Claim Procedure. (a) A party Party that seeks indemnity under this Article 8 (an “Indemnified Party”) will give written notice in good faith (a “Claim Notice”) to the party Party from whom indemnification is sought (an “Indemnifying Party”) promptly following the time at which the Indemnified Party discovered the claim or claims underlying any such Claim Notice, whether the Losses sought arise from matters solely between the parties Parties or from a claim or Proceeding by another Person not a party to this Agreement (a “Third Party Claims described in Section 8.3(bClaim”). The Claim Notice must contain (i) a description and, if known, and the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation explanation, accompanied by reasonable supporting documentation to the extent available, of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses. (b) If the . The failure of an Indemnified Party seeks indemnity under this Article 8 in response to promptly provide a Claim Notice following such Indemnified Party’s discovery of the claim or Proceeding by another Person claims underlying any such Claim Notice shall not affect such Indemnified Party’s right to indemnification hereunder with respect to such Claim Notice, except to the extent the Indemnifying Party incurs additional expenses or shall have been prejudiced as a party to this Agreement (result of such failure. If a “Claim Notice is delivered in connection with a Third Party Claim”), then the Indemnified Party will give a Claim Notice to the Indemnifying Party within ten (10) days after the Indemnified Party has received notice or otherwise learns of the assertion of such Third Party Claim and will include in the Claim Notice must also include (i) a reasonably detailed description of the facts constituting the basis for such the Third Party Claim and the amount of the damages any Losses claimed by the other Personthird party, in each case case, to the extent known to the Indemnified Party, accompanied by reasonable (ii) copies of any supporting documentation with respect to the Third Party Claim submitted by such the third party (to the extent then in the possession of the Indemnified Party) Party and (iiiii) the assertion of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claim; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability under this Agreement except to the extent such delay or deficiency prejudices or otherwise adversely affects the rights of the Indemnifying Party with respect thereto. (cb) In the event of a Third Party Claim, upon receipt by the Indemnifying Party of a Claim Notice delivered in accordance with Section 8.3(a) by the Indemnified Party, the Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory to the Indemnified Party by giving to the Indemnified Party written notice of its intention the Indemnifying Party’s: (i) (A) agreement to be fully responsible for any and all Losses incurred by the Indemnified Party in connection with the Third Party Claim, and (B) election to assume control of the defense of such Third Party ClaimClaim (any such notice, an “Assumption Notice”) within 60 days after its receipt of the Claim Notice; provided, however, that in the event the Indemnifying Party delivers an Assumption Notice, the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own sole cost and expense; or (ii) (A) good faith determination that there is currently insufficient information available to permit the Indemnifying Party to make a conclusive determination as to whether it is required to provide indemnification with respect to such Third Party Claim under this Agreement, except as provided in Section 8.3(dand (B) below). (d) The party not controlling election to assume control of the defense of the such Third Party Claim (the any such notice, an “Non-controlling PartyInterim Assumption Notice”) may participate within 60 days after its receipt of the Claim Notice; provided, however, that in the defense thereof at its own expense. However, if event the Indemnifying Party assumes control of such defense as permitted above and delivers an Interim Assumption Notice, the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party Claim, then the reasonable fees and expenses of counsel to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense of the Third Party Claim (the “Controlling Party”) with such information as it may have with respect to the Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel participate in the defense of such Third Party Claim with its own counsel and, if the Indemnified Party is entitled to indemnification hereunder, at the expense of the Indemnifying Party; provided, further, that following delivery of an Interim Assumption Notice, notwithstanding the terms of Section 8.3(b)(i)(B), the Indemnifying Party may subsequently deliver an Assumption Notice at any time with respect to such Third Party Claim. The Controlling If the Indemnifying Party assumes control of the defense of a Third Party Claim in accordance with this Section 8.3(b), the Indemnified Party will keep cooperate with the Non-controlling Indemnifying Party and its counsel in contesting any Third Party Claim, including in making any counterclaim against the Person asserting the Third Party Claim, or any cross complaint against any Person (other than the Indemnifying Party or any of its Affiliates) reasonably advised requested by the Indemnifying Party. During the period of time that an Indemnifying Party fails to deliver an Assumption Notice (including during the period following delivery of an Interim Assumption Notice, but before delivery of an Assumption Notice) with regard to a Third Party Claim identified in a Claim Notice in accordance with the provisions of Section 8.3(a) (other than during the period prior to the receipt of the status Claim Notice by the Indemnifying Party relating to such Third Party Claim as provided herein), the Indemnified Party shall have the right to participate in the defense of such Third Party Claim and will consider in good faith recommendations made by through counsel of its choice and, if the Non-controlling Indemnified Party with respect theretois entitled to indemnification hereunder, at the expense of the Indemnifying Party. (ec) The If an Indemnifying Party assumes control of the defense of a Third Party Claim in accordance with the provisions of the provisions of Section 8.3(b), the Indemnifying Party will not agree to any settlement of, or consent to the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnified Party, which consent will not be unreasonably withheld, conditioned or delayed; provided, however, that the consent of the Indemnified Party will not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld, conditioned or delayed. (d) In the event of any claim for indemnity under Section 8.1, the Purchaser agrees to give to the Seller, its Affiliates and their respective Representatives reasonable access to the Books and Records and employees of the Acquired Companies in connection with the matters for which indemnification is sought to the extent the Seller reasonably deems necessary in connection with its rights and obligations under this Article 8.

Claim Procedure. (a) A party that seeks indemnity under this Article 8 9 (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain containing (i) a description in reasonable detail and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses, it being agreed and understood that, if a Claim Notice is not delivered to the Indemnifying Party within 30 days after the Indemnified Party detected the fact or matter which gives rise to a claim and that it has a claim against the Indemnifying Party and determined the approximate extent thereof, any Loss that results from not complying with the 30 days time limit and could have been prevented had such time limit been observed, shall not be recoverable from the Indemnifying Party. (b) If the Indemnified Party seeks indemnity under this Article 8 in response to a claim or Proceeding by another Person not a party to this Agreement (a “Third Party Claim”), then the Indemnified Party will give a Claim Notice to the Indemnifying Party within ten (10) Within 30 days after the Indemnified Party has received notice or otherwise learns delivery of the assertion of such Third Party a delivered Claim and will include in the Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other PersonNotice, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claim; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve deliver to the Indemnified Party a written response in which the Indemnifying Party will either: (i) agree that the Indemnified Party is entitled to receive all of any Liability under this Agreement except the Losses at issue in the Claim Notice; or (ii) dispute the Indemnified Party’s entitlement to indemnification by delivering to the extent Indemnified Party a written notice (an “Objection Notice”) setting forth in reasonable detail each disputed item, the basis for each such delay or deficiency prejudices or otherwise adversely affects disputed item and certifying that all such disputed items are being disputed in good faith. (c) If the rights Indemnifying Party fails to take either of the foregoing actions within 45 days after delivery of the Claim Notice, then the Indemnifying Party will be deemed to have irrevocably accepted the Claim Notice and the Indemnifying Party will be deemed to have irrevocably agreed to pay the Losses at issue in the Claim Notice. (d) If the Purchaser is the Indemnified Party and if any of the Founders is the Indemnifying Party with respect thereto. (c) In the event of a Third Party Claimto any claim for indemnification pursuant to this Article 9, the Indemnifying Party parties will be entitled contemporaneously deliver to participate the escrow agent pursuant to the Escrow Agreements copies of each Claim Notice and Objection Notice in the defense thereof and, if it so chooses, assume at any time control connection with such claim. Any indemnification of the defense thereof Purchaser by the Founders pursuant to this Article 9 will first be satisfied by payment from the Indemnity Escrow Fund established in accordance with counsel reasonably satisfactory to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control provisions of the defense of Escrow Agreements until the funds contained in such Third Party Claim; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below)escrow fund are exhausted or released. (d) The party not controlling the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party Claim, then the reasonable fees and expenses of counsel to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense of the Third Party Claim (the “Controlling Party”) with such information as it may have with respect to the Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect thereto. (e) The Indemnifying Party will not agree to any settlement of, or consent to the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnified Party; provided, however, that the consent of the Indemnified Party will not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Party.

Claim Procedure. A person entitled to indemnification hereunder (a"Indemnified Party") A shall promptly give the indemnifying party that seeks indemnity (an "Indemnifying Party") written notice of any matter which such Indemnified Party has determined has given rise to a right of indemnification under this Article 8 (an “Indemnified Party”) will give written notice (a “Claim Notice”) to Agreement, stating the party from whom indemnification is sought (an “Indemnifying Party”) whether amount of the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain (i) a description andClaim, if known, and method of computation thereof, all with reasonable particularity (subject to the estimated amount last sentence of this paragraph). The obligations and liabilities of any Losses incurred party under this Article IX with respect to Claims arising from claims, assertions, events or reasonably expected to be incurred proceedings of any third party (including, without limitation, claims by the Indemnified Party, (ii) a reasonable explanation any assignee or successor of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party or any governmental agency), which are subject to the indemnification provided for in this Article IX ("Third Party Claims") shall be governed by and (iii) a demand for payment be subject to the following additional terms and conditions: if any Indemnified Party shall receive written notice of those Losses. (b) If any Third Party Claim, the Indemnified Party seeks indemnity under this Article 8 in response to a claim or Proceeding by another Person not a party to this Agreement (a “Third Party Claim”), then the Indemnified Party will shall give a Claim Notice to the Indemnifying Party within ten (10) days after the Indemnified Party has received prompt written notice or otherwise learns of the assertion of such Third Party Claim and will include in the Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other Person, in each case subject to the extent known to last sentence of this paragraph) and shall permit the Indemnified Indemnifying Party, accompanied by reasonable supporting documentation submitted by such third party (at its option, to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claim; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability under this Agreement except to the extent such delay or deficiency prejudices or otherwise adversely affects the rights of the Indemnifying Party with respect thereto. (c) In the event of a Third Party Claim, the Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control of the defense of such Third Party Claim; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with by counsel of its own counsel choosing and at its own expense, except as provided in Section 8.3(d) below). (d) The party not controlling the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. HoweverFurthermore, if the Indemnifying Party assumes control of such defense as permitted above and acknowledges in writing its obligation to indemnify the Indemnified Party reasonably concludes hereunder against any loss (without limitation) that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to the may result from such Third Party Claim, then the reasonable fees Indemnifying Party shall be entitled, at its option, to assume and expenses control the defense against such Third Party Claim at its expense and through counsel of counsel its choice if it gives prompt written notice of its intention to do so to the Indemnified Party will unless, in the reasonable opinion of counsel for the Indemnified Party, there is a conflict or a potential conflict of interests between the Indemnified Party and the Indemnifying Party in such action, suit or proceeding, in which event the Indemnified Party shall be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling entitled to direct the defense of with respect to, but only with respect to, those issues with respect to which such conflict exists. In the event the Indemnifying Party exercises its right to undertake the defense against any such Third Party Claim as provided above, the Indemnified Party shall, and it shall cause its affiliates to, cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all pertinent records, materials and information in their possession or under their control relating thereto as is required by the Indemnifying Party. No such Third Party Claim, except the settlement thereof which involves (i) the “Controlling payment of money only for which any Indemnifying Party is totally indemnified (without limitation) by the Indemnifying Party and (ii) the unconditional release from all related liability of the Indemnified Party”) with such information as it , may have be settled by the Indemnifying Party without the written consent of the Indemnified Party. Any settlement of a Third Party Claim by an Indemnified Party without the written consent of the Indemnifying Party shall discharge the Indemnifying Party from all liability hereunder with respect to the Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense subject matter of such Third Party Claim. The Controlling foregoing notwithstanding, the failure of any Indemnified Party will keep the Non-controlling Party reasonably advised of the status of to give any notice required to be given hereunder shall not affect such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect thereto. (e) The Indemnifying Party will not agree Indemnified Party's right to any settlement of, or consent indemnification hereunder except to the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnified Party; provided, however, that the consent of the Indemnified Party will not be required if extent the Indemnifying Party agrees from whom such indemnity is sought shall have been actually and materially prejudiced in writing its ability to pay any amounts payable pursuant to defend the claim or action for which such settlement or any Judgment and indemnification is sought by reason of such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Partyfailure.

Claim Procedure. (a) A party that If any Party seeks indemnity under this Article 8 (an “Indemnified 7 on behalf of itself or any other Party”) , it will give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) whether Parent Indemnified Party or to the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain Representative, as applicable, containing (i) a description and, if knownto the extent known or reasonably estimable, the estimated amount of any Losses incurred or reasonably expected to be incurred by the respective Merger Stockholders or the Parent Indemnified Party, as applicable (provided that any such estimate shall not be deemed a limit on the Losses for which indemnification made be sought and the giving of such notice shall not be a condition precedent to the liability of the relevant indemnitor), and (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the respective Company stockholder or the Parent Indemnified Party and (iii) a demand for payment of those LossesParty, as applicable. (b) Within 30 days after delivery of a Claim Notice, the recipient of the Claim Notice will deliver to the Parent Indemnified Party or the Representative, as applicable, a written response in which the Representative or the Parent Parties will either: (i) agree that the Parent Indemnified Party or the respective Company stockholder, as applicable, is entitled to receive the Losses at issue in the Claim Notice; or (ii) dispute the Parent Indemnified Party’s or the respective Company stockholder’s, as applicable, entitlement to indemnification by delivering to the Parent Indemnified Party or the Representative a written notice (an “Objection Notice”) setting forth in reasonable detail each disputed item, the basis for each such disputed item and certifying that all such disputed items are being disputed in good faith. (c) If the Indemnified Party seeks indemnity under this Article 8 in response recipient of the Claim Notice fails to a claim or Proceeding by another Person not a party to this Agreement (a “Third Party Claim”)take either of the foregoing actions within 30 days after delivery of the Claim Notice, then the Representative or the Parent Parties, as applicable, will be deemed to have irrevocably accepted the Claim Notice and the Representative or the Parent Parties, as applicable, will be deemed to have irrevocably agreed that the Share Recipients or the Parent Parties, as applicable, shall be obligated to pay the Losses at issue in the Claim Notice, subject to any limits contained in this Article 7. (d) If an Objection Notice is delivered to the Parent Indemnified Party will give a Claim Notice to or the Indemnifying Party Representative, as applicable, within ten (10) 30 days after the Indemnified Party has received notice or otherwise learns delivery of the assertion Claim Notice, then the Parties will use reasonable efforts to resolve the disputed items amicably. If they are unable to do so within 15 Business Days of such Third Party Claim and will include the date of receipt of the Objection Notice, then the amount of the Losses at issue in the Claim Notice (iless the amount, if any, acknowledged in the Objection Notice by the Representative or the Parent Parties, as applicable, as due to the Parent Indemnified Party or the respective Company stockholder, as applicable) the facts constituting the basis for such Third Party Claim may be treated by either party as a disputed claim and the amount of the damages claimed by the other Person, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim Parent Parties or the notice of the commencement of any Proceeding relating to such Third Party Claim; providedRepresentative, howeveras applicable, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability under this Agreement except to the extent such delay or deficiency prejudices or otherwise adversely affects the rights of the Indemnifying Party with respect thereto. (c) In the event of a Third Party Claim, the Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control of the defense of such Third Party Claim; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below). (d) The party not controlling the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available file suit with respect to the Third Party Claim, then the reasonable fees and expenses of counsel to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense of the Third Party Claim (the “Controlling Party”) with such information as it may have with respect to the Third Party Claim (including copies of matter in any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect theretocourt having jurisdiction. (e) The Indemnifying Party will not agree to any settlement of, or consent to the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnified Party; provided, however, that the consent of the Indemnified Party will not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Party.

Claim Procedure. If a claim for Losses (a) A party that seeks indemnity under this Article 8 (an a “Indemnified PartyClaim”) will is to be made by an indemnified party, such indemnified party shall give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain (i) a description andSeller, if knownon behalf of the Sunstone Parties, in the case of indemnification pursuant to Section 8.2(a) and (ii) Interstate, in the case of indemnification pursuant to Section 8.2(b) (the recipient of such notice referred to below as the “indemnifying party”), in either case promptly after such indemnified party becomes aware of any fact, condition or event which may give rise to Losses for which indemnification may be sought under this Section 8.2. Upon the receipt of any Claim Notice, subject to Section 8.2(e), the estimated amount of indemnifying party shall act promptly and in good faith to remedy any Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of indemnified party and to make advances and payments as may be necessary to avoid the basis for the Claim Notice indemnified party having to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those incur additional Losses. (b) . If the Indemnified Party seeks indemnity under this Article 8 in response any lawsuit or other action is filed or instituted against any indemnified party with respect to a claim or Proceeding by another Person not a party matter subject to this Agreement indemnity hereunder, notice thereof (a “Third Party ClaimNotice”), then the Indemnified Party will give a Claim Notice ) shall be given to the Indemnifying Party within ten (10) days after the Indemnified Party has received notice or otherwise learns of the assertion of such Third Party Claim and will include in the Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other Person, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third indemnifying party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or the notice of the commencement as promptly as reasonably practicable. The failure of any Proceeding relating indemnified party to give timely notice hereunder shall not affect such Third Party Claim; providedindemnified party’s rights to indemnification hereunder, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability under this Agreement except to the extent such delay or deficiency failure materially prejudices the indemnifying party’s ability to defend such Claim or actually mitigate any Losses resulting therefrom. If the indemnifying party elects to compromise or defend, the indemnifying party shall have the absolute right after the receipt of the Third Party Notice, at its option and at its own expense, to be represented by counsel of its choice reasonably acceptable to the indemnified party, and to defend against, negotiate, settle or otherwise adversely affects the rights of the Indemnifying Party deal with respect thereto. (c) In the event of a Third Party Claim, the Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control of the defense of such Third Party Claim; provided, however, that the Indemnified Party indemnified party may participate in any such proceeding with counsel of its choice reasonably acceptable to the indemnifying party and at the indemnified party’s expense and the indemnifying party shall not settle any such Claim unless the indemnified party is fully released without any admission of liability. The Parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Claim, including providing access to information and assistance in accordance with Section 5.3. To the extent the indemnifying party elects not to defend such Claim, and the indemnified party defends against or otherwise deals with any such Claim, the indemnified party may retain counsel of its choice, at the expense of the indemnifying party, and control the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below). (d) The party not controlling the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party Claim, then the reasonable fees and expenses of counsel to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense of the Third Party Claim (the “Controlling Party”) with such information as it may have with respect to the Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep If the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect thereto. (e) The Indemnifying Party will not agree to any settlement of, or consent to the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, indemnified party shall settle any such Third Party Claim without the prior written consent of the Indemnified Party; provided, however, that the consent of the Indemnified Party will not be required if indemnifying party, the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release of indemnified party shall thereafter have no claim against the Indemnified Party from further Liability. The Indemnified Party will not agree indemnifying party with respect to any settlement ofloss, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising fromliability, any claim, obligation, damage and expense occasioned by such Third Party Claim without the prior written consent of the Indemnifying Partysettlement.

Claim Procedure. (ai) A party that seeks indemnity In order for any Indemnified Person to be entitled to make a claim for indemnification under this Article 8 9, Parent will deliver a written notice (an “Indemnified Party”) will give written notice (a “Indemnification Claim Notice”) to the party Securityholder Representative, as promptly as reasonably practicable after it acquires knowledge of the fact, event or circumstance giving rise to a claim for Losses pursuant to this Article 9. Parent may update an Indemnification Claim Notice from whom time to time to reflect any change in circumstances following the date of delivery thereof. Each Indemnification Claim Notice will specify in reasonable detail the nature of, the facts, circumstances and the amount or a good faith estimate (to the extent ascertainable) of the potential Losses against which such Indemnified Person seeks indemnification for, such claim asserted, and the provisions of this Agreement upon which such claim for indemnification is sought (an “Indemnifying Party”) whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The made; provided, however, any failure by Parent to give such prompt Indemnification Claim Notice must contain (i) a description andwill not relieve the Indemnifying Securityholders of their indemnification obligations, if known, except and only to the estimated amount of any Losses incurred or reasonably expected to be incurred by extent that the Indemnified Party, Indemnifying Securityholders are actually and materially prejudiced thereby. (ii) a reasonable explanation After delivery of the basis for the an Indemnification Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses. (b) If the Indemnified Party seeks indemnity under this Article 8 in response to a claim or Proceeding by another Person not a party to this Agreement (a “Third Party Claim”)Securityholder Representative, then the Indemnified Party will give a Claim Notice to the Indemnifying Party within ten (10) days after the Indemnified Party has received notice or otherwise learns of the assertion of such Third Party Claim and will include in the Claim Notice (i) Parent will, upon written request from the facts constituting Securityholder Representative, supply and make available to the basis for such Third Party Claim Securityholder Representative and its Representatives (at the amount Securityholder Representative’s cost and expense on behalf of the damages claimed Indemnifying Securityholders) all relevant information in its or its Affiliates’ possession relating to the claim reasonably requested by the other Person, in each case Securityholder Representative (except to the extent known that such action could jeopardize attorney-client privilege; provided, however, Parent will use its commercially reasonable efforts to provide such information in such format to the Indemnified PartySecurityholder Representative, accompanied by reasonable supporting documentation submitted by or on an outside-counsel-only basis or in such third party (to the extent then other manner, that would not result in the possession loss of the Indemnified Partysuch attorney-client privilege) and (ii) Parent will, and will cause its Representatives, to (A) be reasonably available to the assertion Indemnifying Securityholder and its Representatives (at the Securityholder Representative’s cost and expense on behalf of the claim Indemnifying Securityholders) on reasonable advance notice during normal business hours to discuss such claim, (B) render to the Securityholder Representative and its Representatives such assistance as may reasonably be requested by the Securityholder Representative, (C) provide reasonable access to such books, records, accountant work papers and other documents or information in their possession or that may be reasonably obtained as the notice Securityholder Representative and/or its Representatives may reasonably require (at the Securityholder Representative’s cost and expense on behalf of the commencement of any Proceeding relating to such Third Party Claim; Indemnifying Securityholders) (provided, however, that no delay Parent’s accountants will not be obligated to make any working papers available to the Securityholder Representative or deficiency its Representatives unless and until the Securityholder Representative or its Representatives, as applicable, have signed a customary confidentiality and hold harmless agreement relating to such access to working papers in form and substance reasonably acceptable to such accountants), and (D) otherwise cooperate with the Securityholder Representative and its Representatives in good faith (at the Securityholder Representative’s cost and expense on the part behalf of the Indemnifying Securityholders). Without limiting the foregoing, such cooperation will include the retention and (upon the Securityholder Representative’s request) the provision to the Securityholder Representative or its Representatives of books, records and other documents and information which are actually and reasonably relevant to such claim. (iii) The Securityholder Representative may, within 30 days after receipt of an Indemnification Claim Notice, deliver to Parent a written response (an “Indemnification Claim Response”) disputing such claim, which response must state (A) in reasonable detail the reasons why the Securityholder Representative disputes such claim, together with reasonable supporting detail, and (B) in respect of such claim, (I) that the Indemnified Party Person is entitled to receive an amount (the “Agreed Amount”) of cash that is less than the amount of all Losses set forth in so notifying such Indemnification Claim Notice or (II) that the Indemnified Person is not entitled to recovery in connection with the matters claimed in the Indemnification Claim Notice. Acceptance by an Indemnified Person of an Agreed Amount will be without prejudice to the Indemnified Person’s right to claim the balance of the Losses claimed in such Indemnification Claim Notice. (iv) Any Losses (or portion thereof) claimed in an Indemnification Claim Notice or any other matter set forth therein will be deemed to be finally resolved for purposes of this Article 9: upon the earlier of (A) such amounts (or portions thereof) or other matters having been resolved by a written agreement executed by the Securityholder Representative, on behalf of the Indemnifying Party will relieve Securityholders, and Parent, (B) such amounts (or portions thereof) or other matters having been resolved by a final, nonappealable order, decision or ruling of a court of competent jurisdiction or arbitrator with respect to such amounts or matters in dispute, or portions thereof and (C) 30 days after delivery of such Indemnification Claim Notice if the Indemnifying Party Securityholder Representative fails to deliver an Indemnification Claim Response in respect thereof prior to the expiry of such 30 day period (clauses (A), (B) and (C), together, a “Final Resolution”). (v) If any Liability under this Agreement except amount is payable to Parent pursuant to a Final Resolution, (i) to the extent such delay or deficiency prejudices or otherwise adversely affects payment will be made from the rights Escrow Fund, the Securityholder Representative and Parent will promptly jointly instruct the Escrow Agent to release to Parent from the Escrow Fund such amount, and (ii) to the extent that the amount remaining in the Escrow Fund is insufficient to cover such amount each Indemnifying Securityholder will, subject to the limitations contained in Section 9.3, within ten Business Days following the date of the Indemnifying Party with respect thereto. (c) In the event of a Third Party Claim, the Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, assume at any time control determination of the defense thereof with counsel reasonably satisfactory to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control Agreed Amount, pay such Indemnifying Securityholder’s Pro Rata Portion (as of the defense date of such Third Party Claim; provided, however, that determination) of the Indemnified Party may participate in the defense amount of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below)shortfall to Parent. (d) The party not controlling the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party Claim, then the reasonable fees and expenses of counsel to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense of the Third Party Claim (the “Controlling Party”) with such information as it may have with respect to the Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect thereto. (e) The Indemnifying Party will not agree to any settlement of, or consent to the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnified Party; provided, however, that the consent of the Indemnified Party will not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Party.

Claim Procedure. (a) A party that seeks indemnity The Purchaser may give written notice of an indemnification claim under this Article 8 9, whether for its own Losses or for Losses incurred by any other Purchaser Indemnified Party (each such claim, an “Indemnified Party”) "Indemnification Claim"), and Purchaser will give written notice of such Indemnification Claim executed by an officer of the Purchaser (a “"Claim Notice”") to the party from whom indemnification is sought Stockholder Representative (an “Indemnifying Party”with a copy to the Escrow Agent if such Indemnification Claim involves recovery against the Escrow Fund) whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain containing (i) a description and, if known, the estimated maximum potential amount of Losses for which the Purchaser or any Purchaser Indemnified Party may be liable, including the amount of any Losses incurred that may already have been incurred, paid, reserved or reasonably expected to be incurred by the Indemnified Party, accrued (ii) a reasonable summary explanation of the basis for the Claim Notice to the extent of the facts then known by the Purchaser Indemnified Party and (iii) a demand for payment of those Losses or potential Losses. . Within thirty (b30) days after delivery of a Claim Notice, the Stockholder Representative will deliver to the Purchaser Indemnified Party (with a copy to the Escrow Agent) a written response in which the Stockholder Representative will either: agree that the Purchaser Indemnified Party is entitled to receive all of the Losses at issue in the Claim Notice; or dispute the Purchaser Indemnified Party's entitlement to indemnification (including, if applicable, a dispute as to the determination of the amount of any Reserved Escrow Fund Funds, if applicable) by delivering to the Purchaser Indemnified Party a written notice (an "Objection Notice") setting forth in reasonable detail each disputed item, the basis for each such disputed item and certifying that all such disputed items are being disputed in good faith. If the Indemnified Party seeks indemnity under this Article 8 in response Stockholder Representative fails to a claim or Proceeding by another Person not a party to this Agreement take either of the foregoing actions within thirty (a “Third Party Claim”)30) days after delivery of the Claim Notice, then the Stockholder Representative will be deemed to have irrevocably accepted the Claim Notice and the Stockholder Representative will be deemed to have irrevocably agreed to pay the Losses at issue in the Claim Notice. If the Stockholder Representative delivers an Objection Notice to the Purchaser Indemnified Party will give (with a copy to the Escrow Agent) with respect to all or any portion of a Claim Notice to the Indemnifying Party (a "Contested Claim") within ten thirty (1030) days after the Indemnified Party has received notice or otherwise learns delivery of the assertion of such Third Party Claim and will include in the Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other Person, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claim; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability under this Agreement except to the extent such delay or deficiency prejudices or otherwise adversely affects the rights of the Indemnifying Party with respect thereto. (c) In the event of a Third Party Claim, the Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control of the defense of such Third Party Claim; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below). (d) The party not controlling the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party ClaimNotice, then the reasonable fees dispute shall be resolved by a written settlement agreement executed by the Purchaser and expenses the Stockholder Representative (a copy of counsel which shall be furnished to the Escrow Agent) or in the absence of such a written settlement agreement being reached within sixty (60) days after receipt by the Purchaser Indemnified Party of the Objection Notice, by any legally available means consistent with the provisions of Section 11.11 or, at either the Purchaser's or the Stockholder Representative's option and discretion, by binding arbitration pursuant to Section 9.2(e). Notwithstanding anything herein to the contrary, the parties agree that, at either the Purchaser's or the Stockholder Representative's option and discretion, any Contested Claim will be considered submitted to mandatory, final and binding arbitration before J.A.M.S./ENDISPUTE or its successor ("J.A.M.S."), governed by the United States Arbitration Act, 9 U.S.C., Section 1 et seq. and that any such arbitration will be conducted in Santa Xxxxx County, California. Either the Purchaser or the Stockholder Representative may commence the arbitration process called for by this Agreement by filing a written demand for arbitration with J.A.M.S. and giving a copy of such demand to each of the other parties to this Agreement. The arbitration will be conducted in accordance with the provisions of J.A.M.S.'s Streamlined Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration, subject to the provisions of this Section 9.2(e). The arbitration of such Contested Claim shall be conducted by a single arbitrator mutually agreed on by the Purchaser and the Stockholder Representative and selected from J.A.M.S.'s panel of neutrals. The parties will cooperate with J.A.M.S. and with each other in promptly selecting the arbitrator (or arbitrators, as “Losses” for applicable) from J.A.M.S.'s panel of neutrals, and in scheduling the arbitration proceedings in order to fulfill the provisions, purposes and intent of this Agreement. The Non-controlling Party parties covenant that they will furnish participate in the arbitration in good faith, and that the parties to the arbitration will bear the expense of deposits and advances required by the arbitrator in equal proportions. The provisions of this Section 9.2(e) may be enforced by any court of competent jurisdiction, and the party controlling seeking enforcement will be entitled to an award of all costs, fees and expenses, including attorneys' fees, to be paid by the defense party against whom enforcement is ordered. Judgment upon the award rendered by the arbitrator may be entered in any court having competent jurisdiction. If for any reason J.A.M.S. or its successor no longer is in business, then the arbitration shall be conducted in accordance with the commercial arbitration rules of the Third Party Claim American Arbitration Association. Upon the conclusion of any arbitration proceedings hereunder, the arbitrator will render findings of fact and conclusions of law and a final written arbitration award setting forth the basis and reasons for any decision reached (the “Controlling Party”) with such information as it may have with respect to the Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same"Final Award") and will otherwise cooperate promptly deliver such documents to Escrow Agent, the Stockholder Representative and the Purchaser, together with and assist a copy of the Controlling Party and its counsel in Final Award signed by the defense arbitrator. The foregoing indemnification payments will be made within five (5) Business Days after the date on which (i) the amount of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised payments are determined by mutual settlement agreement of the status parties, (ii) the amount of such Third Party Claim payments are determined pursuant to Section 9.3(c) if an Objection Notice has not been timely delivered in accordance with Section 9.3(b) or (iii) both such amount and will consider in good faith recommendations made the Series G Holders' obligation to pay such amount have been determined by the Non-controlling Party with respect thereto. (e) The Indemnifying Party will not agree to any settlement of, or consent to the entry of any Judgment (other than a final Judgment of dismissal on a court having jurisdiction over such proceeding as permitted by Section 11.11 or by binding arbitration in accordance with Section 9.2(e), if in either case an Objection Notice has been timely delivered in accordance with Section 9.3(b) (the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnified Party; provided, however, that the consent of the Indemnified Party will not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Party"Settlement Date").

Claim Procedure. (a) A party Party that seeks indemnity under this Article 8 ARTICLE 6 (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the party Party from whom indemnification is sought (an “Indemnifying Party”) whether the Losses sought arise from matters solely between the parties Parties or from Third Party Claims described in Section 8.3(b6.03(b). The Claim Notice must contain (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any liability under this Agreement except to the extent such delay or deficiency prejudices or otherwise materially and adversely affects the rights of the Indemnifying Party with respect thereto. (b) If the Indemnified Party seeks indemnity under this Article 8 ARTICLE 6 in response to a claim or Proceeding by another Person not a party to this Agreement (a “Third Party Claim”), then the Indemnified Party will give a Claim Notice to the Indemnifying Party within ten (10) days after the Indemnified Party has received notice or otherwise learns of the assertion of such Third Party Claim and will include in the Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other Person, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claim; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability liability under this Agreement except to the extent such delay or deficiency prejudices or otherwise materially and adversely affects the rights of the Indemnifying Party with respect thereto. (c) In the event of a Third Party Claim, the Indemnifying Party will be entitled to participate in the defense thereof thereof, at its own expense, and, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control of the defense of such Third Party Claim; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expenseexpense and, except as provided in Section 8.3(d) below). (d) connection with such participation, the Indemnified Party shall be entitled to retain one counsel at the sole cost and expense of the Indemnifying Party, to the extent an actual conflict of interest exists between the Indemnified Party and Indemnifying Party in respect of any such defense. The party Party that is not controlling in control of the defense of the any such Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party Claim, then the reasonable fees and expenses of counsel to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense of the Third Party Claim (the “Controlling Party”) with such information as it may have with respect to the such Third Party Claim and related Proceedings (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) ), and will will, at the Indemnifying Party’s expense, otherwise cooperate with and assist the Controlling Party and its counsel in good faith the defense of the Third Party Claim, including providing reasonable access as requested by the controlling Party to employees of the Company to assist in defending such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect theretoClaims. (ed) The Indemnifying Party will not agree to any settlement of, or consent to the entry of of, any Judgment judgment (other than a Judgment judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnified PartyParty (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that the consent of the Indemnified Party will not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or any Judgment judgment and such settlement or Judgment judgment includes a full, complete and unconditional release of the Indemnified Party from further Liabilityliability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment judgment (other than a Judgment judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying PartyParty (such consent not to be unreasonably withheld, conditioned or delayed).

Claim Procedure. (a) A party that seeks indemnity under this Article 8 9 (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain containing (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, and (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those LossesParty. (b) If the Indemnified Party seeks indemnity under this Article 8 in response to a claim or Proceeding by another Person not a party to this Agreement Within thirty (a “Third Party Claim”), then the Indemnified Party will give a Claim Notice to the Indemnifying Party within ten (1030) days after the Indemnified Party has received notice or otherwise learns delivery of the assertion of such Third Party a Claim and will include in the Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other PersonNotice, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claim; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve deliver to the Indemnified Party a written response to such Claim Notice. If the Indemnifying Party fails to so respond within thirty (30) days after delivery of any Liability under this Agreement except to the extent such delay or deficiency prejudices or otherwise adversely affects the rights of Claim Notice, then the Indemnifying Party with respect theretowill be deemed to have irrevocably accepted the Claim Notice and agreed to pay the Losses at issue in the Claim Notice. (c) In If, within thirty (30) days after delivery of the event of a Third Party ClaimClaim Notice, the Indemnifying Party will be entitled delivers a written notice disputing the Indemnified Party’s entitlement to participate indemnification for the Losses described in the defense thereof andClaim Notice, if it so chooses, assume at then the dispute may be resolved by any time control legally available means consistent with the provisions of the defense thereof with counsel reasonably satisfactory to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control of the defense of such Third Party Claim; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below)10.11. (d) The party not controlling the defense Any indemnification of the Third Party Claim (Purchaser Indemnified Parties pursuant to this Article 9 will be satisfied by payment from the “Non-controlling Party”) may participate Earnout Payments and Additional Earnout Payments, if any, as defined in the defense thereof at its own expense. HoweverEarnout Agreement, until the funds contained in the Earnout Payments and Additional Earnout Payments, if the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests any, are exhausted or different defenses available with respect to the Third Party Claim, then the reasonable fees and expenses of counsel to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense of the Third Party Claim (the “Controlling Party”) with such information as it may have with respect to the Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect theretoreleased. (e) The Any indemnification payment pursuant to this Article 9 will be effected by wire transfer of immediately available funds from the Indemnifying Party will not agree to any settlement of, or consent to the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of an account designated by the Indemnified Party; provided, however, that and will be made within five (5) Business Days after the consent date on which (i) the amount of such payments are determined by mutual agreement of the Indemnified Party will not be required if parties, (ii) the Indemnifying Party agrees in writing to pay any amounts payable amount of such payments are determined pursuant to Section 9.3 if a written response has not been timely delivered in accordance with Section 9.3(b) or (iii) both such settlement or any Judgment amount and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Party’s obligation to pay such amount have been finally determined by a final Judgment of a court having jurisdiction over such proceeding as permitted by Section 10.11 if a written response has been timely delivered in accordance with Section 9.3(b).

Claim Procedure. (ai) A Upon receipt by the party that seeks indemnity under this Article 8 seeking indemnification (an “the "Indemnified Party”") will from a third party of notice of any action, suit, proceeding, claim, demand or assessment against such Indemnified Party which might give rise to a claim for Losses under Section 1(a) or Section 1(b) (a "Claim Notice"), the Indemnified Party (or the Purchaser or the PPB Sub, as applicable, on behalf of an Indemnified Party) shall promptly give written notice (a “Claim Notice”) thereof to the party from whom which indemnification is sought (an “the "Indemnifying Party”") whether indicating in reasonable detail the Losses sought arise from matters solely between nature of such claim and the parties or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain (i) a description andbasis therefor, if known, the estimated amount along with copies of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party notice and (iii) a demand for payment of those Losses. (b) If the Indemnified Party seeks indemnity under this Article 8 in response to a claim or Proceeding by another Person not a party to this Agreement (a “Third Party Claim”), then the Indemnified Party will give a Claim Notice to the Indemnifying Party within ten (10) days after the Indemnified Party has received notice or otherwise learns of the assertion of such Third Party Claim and will include in the Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other Person, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or the notice of the commencement of any Proceeding relating documents related to such Third Party Claimclaim; provided, however, that no delay or deficiency on the part failure to give such notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have actually been materially prejudiced as a result of such failure. The Indemnifying Party shall have the right to participate in the defense of and (subject to Section 1(c)(ii) below), at its option, to assume the defense of, at its own expense and by its own counsel, any such matter in respect of which a Claim Notice has been provided as to which either (x) the Indemnifying Party shall have acknowledged its obligation to indemnify the Indemnified Party in so notifying respect of all Losses associated therewith or (y) the Indemnifying Party will relieve shall have agreed to pay the Indemnifying Party reasonable fees, costs and expenses of any Liability under this Agreement except one separate counsel in each applicable jurisdiction to the extent such delay or deficiency prejudices or otherwise adversely affects the rights of the Indemnifying Party with respect thereto. (c) In the event of a Third Party ClaimIndemnified Party, the Indemnifying Party will who shall be entitled to participate in the defense thereof andof such matter pursuant to this Section 1(c). If the Indemnifying Party shall, if it so choosesin accordance with the preceding sentence, assume at any time control of the defense thereof with counsel reasonably satisfactory to of any such matter, it shall promptly notify the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control of the defense of such Third Party Claim; provideddo so, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below). (d) The party not controlling the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that shall, at the expense of the Indemnifying Party and Party, agree to cooperate fully with the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party Claim, then the reasonable fees and expenses of counsel to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense of the Third Party Claim (the “Controlling Party”) with such information as it may have with respect to the Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Indemnifying Party and its counsel in the defense of such Third matter; provided, however, that the Indemnifying Party's counsel shall be reasonably satisfactory to the Indemnified Party Claim. The Controlling Party will keep and the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect thereto. (e) The Indemnifying Party will shall not agree to any settlement of, settle or consent to the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, judgment relating to any such Third Party Claim matter without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld); provided, further, however, that the immediately preceding proviso shall not apply in the case of any settlement that unconditionally releases the Indemnified Party completely in connection with such matter and that provides relief solely of money damages borne by the Indemnifying Party. (ii) Notwithstanding an election by the Indemnifying Party to assume the defense of such matter, such Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such matter at its own expense. The Indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel in each applicable jurisdiction (and pay such fees, costs and expenses at least quarterly) if, but only if, (A) the Indemnified Party shall have reasonably concluded that (1) there may be a conflict of interest (including one or more legal defenses or counterclaims available to it or to other Indemnified Parties which are different from or additional to those available to the Indemnifying Party) that would make it inappropriate in the reasonable judgment of the Indemnified Party (after consulting in good faith with outside counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party or (2) the claim seeks nonmonetary relief which, if granted, could materially and adversely affect the Indemnified Party or its affiliates (in which case, notwithstanding any other terms of this Agreement, the Indemnifying Party shall not have the right to direct the defense of such matter on behalf of the Indemnified Party); (B) the Indemnifying Party shall not have employed counsel reasonably satisfactory to such Indemnified Party to represent such Indemnified Party within a reasonable time after notice of the institution of any action or proceeding relating to such matter; or (C) the Indemnifying Party shall authorize such Indemnified Party to employ separate counsel at the Indemnifying Party's expense, including pursuant to clause (i)(y) of this Section 1(c). In addition, the Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party as to a matter for any period during which the Indemnifying Party has not assumed the defense thereof. In the event the Indemnifying Party does not assume control of the defense of any matter as provided above, the Indemnified Party shall have the right to undertake the defense, compromise and settlement of such matter; provided, however, that that, whether or not the consent Indemnifying Party assumes the defense of any such matter, the Indemnified Party will shall not be required if the Indemnifying Party agrees in writing to pay admit any amounts payable pursuant to such settlement liability with respect to, or any Judgment and such settlement settle or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree consent to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising fromjudgment relating to, any such Third Party Claim matter without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld). In any event, the Indemnified Party and its counsel, on the one hand, and the Indemnifying Party and its counsel, on the other hand, shall cooperate with each other in the defense of the matter. All out-of-pocket costs and expenses incurred in connection with an Indemnified Party's cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such matter. (iii) Notwithstanding anything in this Section 1(c) to the contrary, this Section 1(c) shall not apply, and Section 2 shall apply to the extent of any claims or other matters in connection with Taxes. (iv) In the event any Indemnified Party has a claim against any Indemnifying Party under Section 1(a) or Section 1(b) that does not involve a third party, the Indemnified Party (or the Purchaser or the PPB Sub, as applicable, on behalf of an Indemnified Party) shall promptly deliver written notice thereof to the Indemnifying Party indicating in reasonable detail the nature of such claim and the basis therefor, along with copies of any notice and documents related to such claim; provided, however, that the failure to give such notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have actually been materially prejudiced as a result of such failure. The Indemnifying Party shall notify the Indemnified Party within ten (10) business days following its receipt of such notice if the Indemnifying Party disputes its liability to the Indemnified Party under this Agreement. If the Indemnifying Party does not so notify the Indemnified Party, the claim specified by the Indemnified Party in such notice shall be conclusively deemed to be a liability of the Indemnifying Party under this Agreement, and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion of the claim) is estimated, on such later date when the amount of such claim (or such portion of such claim) becomes finally determined. If the Indemnifying Party has timely disputed its liability with respect to such claim as provide above, the Indemnifying Party and the Indemnified Party shall resolve such dispute in accordance with Section 3(c).

Claim Procedure. (a) A party that seeks indemnity under this Article 8 (an “Indemnified Party”) will give written notice (a “Claim Notice”) Any Person entitled to the party from whom indemnification is sought (an “Indemnifying Party”) whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain hereunder shall (i) a description and, if known, give prompt written notice to the estimated amount indemnifying party of any Losses incurred or reasonably expected claim with respect to be incurred by which it seeks indemnification (provided that the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice failure to give prompt notice shall impair any Person’s right to indemnification hereunder only to the extent of such failure has materially prejudiced the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses. (b) If the Indemnified Party seeks indemnity under this Article 8 in response to a claim or Proceeding by another Person not a party to this Agreement (a “Third Party Claim”), then the Indemnified Party will give a Claim Notice to the Indemnifying Party within ten (10) days after the Indemnified Party has received notice or otherwise learns of the assertion of such Third Party Claim and will include in the Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other Person, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Partyindemnifying party) and (ii) the assertion unless in such indemnified party’s reasonable judgment a conflict of the claim or the notice of the commencement of any Proceeding relating interest between such indemnified and indemnifying parties may exist with respect to such Third Party Claim; providedclaim, howeverpermit such indemnifying party to assume the control and defense of such claim, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability under this Agreement except to the extent such delay or deficiency prejudices or otherwise adversely affects the rights of the Indemnifying Party with respect thereto. (c) In the event of a Third Party Claimat its own cost, the Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control of the defense of such Third Party Claimindemnified party; provided, however, that the Indemnified Party may indemnifying party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of such Third Party Claim with its own counsel of) and the indemnified party shall be entitled to have control over, at its own the indemnifying party’s sole expense, except as provided in Section 8.3(d) below). (d) The party not controlling the control and defense of the Third Party Claim any third party claim (the “Non-controlling Party”A) may participate in the defense thereof at its own expense. However, if the Indemnifying Party assumes indemnifying party shall have failed to acknowledge its indemnification obligations hereunder, (B) if the indemnifying party fails to actively assume the control and defense in a timely manner, (C) if the indemnified party, based on advice of counsel to the indemnified party, shall have concluded that there are defenses available to the indemnified party that are different from or additional to those available to the indemnifying party. If such defense as permitted above is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without such indemnifying party’s consent (but such consent shall not be unreasonably withheld, conditioned or delayed). An indemnifying party who is not entitled to, or elects not to, assume the control and defense of a claim shall not be obligated to pay the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party Claim, then the reasonable fees and expenses of counsel more than one counsel, in addition to the Indemnified Party will be considered as “Losses” any local counsel, for purposes of this Agreement. The Non-controlling Party will furnish the all parties indemnified by such indemnifying party controlling the defense of the Third Party Claim (the “Controlling Party”) with such information as it may have with respect to such claim, unless in the Third Party Claim (including copies reasonable judgment of any summons, complaint or other pleading which indemnified party a conflict of interest may have been served on exist between such indemnified party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claimindemnified parties with respect to such claim. The Controlling Party will keep In such instance, the Non-controlling Party reasonably advised conflicted indemnified parties shall have a right to retain one separate counsel, in addition to any local counsel, chosen by the Holder if such Holder is an indemnified party, at the expense of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect theretoindemnifying party. (e) The Indemnifying Party will not agree to any settlement of, or consent to the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnified Party; provided, however, that the consent of the Indemnified Party will not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Party.

Claim Procedure. (a) A Procedure for Indemnification with Respect to Third-Party Claims. ---------------------------------------------------------------- If any indemnified party that seeks indemnity hereunder determines to seek indemnification under this Article 8 (an “Indemnified Party”) will give written notice (a “Claim Notice”) VII with respect to the party Losses resulting from whom indemnification is sought (an “Indemnifying Party”) whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses. (b) If the Indemnified Party seeks indemnity under this Article 8 in response to a claim or Proceeding by another Person not a party to this Agreement (a “Third Party Claim”), then the Indemnified Party will give a Claim Notice to the Indemnifying Party within ten (10) days after the Indemnified Party has received notice or otherwise learns of the assertion of liability by third parties, such Third Party Claim and will include in indemnified party shall give notice to the Claim Notice (i) the indemnifying party hereunder within 30 days of such indemnified party becoming aware of any such Losses or of facts constituting the basis upon which any claim for such Third Party Claim and the amount of the damages claimed by the other Person, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or Losses will be based; the notice of the commencement of any Proceeding relating shall set forth such material information with respect thereto as is then reasonably available to such Third Party Claim; providedindemnified party. In case any such liability is asserted against such indemnified party, however, that no delay or deficiency on and such indemnified party notifies the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability under this Agreement except to the extent such delay or deficiency prejudices or otherwise adversely affects the rights of the Indemnifying Party with respect thereto. (c) In the event of a Third Party Claimindemnifying party thereof, the Indemnifying Party indemnifying party will be entitled to participate in the defense thereof andentitled, if it so chooseselects by written notice delivered to such indemnified party within 10 days after receiving such indemnified party's notice, to assume at any time control of the defense thereof with counsel reasonably satisfactory to such indemnified party, in which case, the indemnifying party will not be liable to the indemnified party under this Section 7.4 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in accordance with the following sentence or (ii) the indemnifying party shall not have employed counsel satisfactory to the Indemnified Party by giving indemnified party to represent the Indemnified Party written indemnified party within a reasonable time after notice of its intention to assume control commencement of the defense action, in each of such Third Party Claim; provided, however, that which cases the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below). (d) The party not controlling the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party Claim, then the reasonable fees and expenses of counsel to shall be at the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense expense of the Third Party Claim indemnifying party. Notwithstanding the foregoing, (i) such indemnified party shall also have the “Controlling Party”) with right to employ its own counsel in any such information as it may have case, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless such indemnified party shall reasonably determine that there is a conflict of interest between or among such indemnified party and the indemnifying party with respect to such claim, in which case the Third Party Claim fees and expenses of such counsel will be borne by the indemnifying party, (including copies ii) such indemnified party shall not have any obligation to give any notice of any summonsassertion of liability by a third party unless such assertion is in writing, complaint (iii) the rights of such indemnified party to be indemnified hereunder in respect of any Losses that may or other pleading which may do result from the assertion of liability by third parties shall not be adversely affected by its failure to give notice pursuant to the foregoing unless, and, if so, only to the extent that, the indemnifying party is materially prejudiced thereby, and (iv) the indemnifying party's obligations to such indemnified party under this Article VII shall not terminate until such indemnified party's claims have been served on finally satisfied to such party and any written claimindemnified party's sole satisfaction. In the event that the indemnifying party, demandwithin 10 days after receipt of the aforesaid notice of a claim hereunder, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in fails to assume the defense of such Third Party Claim. The Controlling Party will keep indemnified party against such claim, such indemnified party shall have the Non-controlling Party reasonably advised right to undertake the defense, compromise, or settlement of such action on behalf of and for the account, expense, and risk of the status indemnifying party. Notwithstanding anything in this Article VII to the contrary, (i) if there is a reasonable probability that a claim may materially adversely affect such indemnified party, such indemnified party shall have the right to participate in such defense, compromise, or settlement and the indemnifying party shall not, without such indemnified party's written consent (which consent shall not be unreasonably withheld), settle or compromise any of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect thereto. (e) The Indemnifying Party will not agree to any settlement ofclaims, or consent to the entry of any Judgment (judgment in respect thereof unless such settlement, compromise, or consent includes as an unconditional term thereof the giving by the claimant or the plaintiff to such indemnified party a release from all liability in respect of such claim. With respect to any assertion of liability by a third party that results in any claim for indemnification hereunder, the parties hereto shall make available to each other than a Judgment of dismissal on the merits without costs) arising from, all relevant information in their possession material to any such Third Party Claim without the prior written consent assertion. Each Investor acknowledges, and each Additional Investor acknowledges, that a third-party claim may also result in losses to other holders of Preferred Stock of the Indemnified Party; provided, however, that the consent of the Indemnified Party will not be required if the Indemnifying Party agrees in writing Company who hold similar indemnification rights and rights to pay any amounts payable pursuant to such settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liabilityassume their defense. The Indemnified Party will not agree Investors and the Additional Investors shall act in good faith in such circumstances to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any coordinate such Third Party Claim without the prior written consent of the Indemnifying Partydefense with such holders requesting such coordination.

Claim Procedure. (a) A party No later that seeks indemnity under this Article 8 60 days (an “Indemnified Party”or earlier if the circumstances so require) will after having been informed of any facts or events giving rise to a claim for indemnification hereunder, SFP shall in good faith give to the Seller a written notice (a “"Claim Notice”") specifying in reasonable detail any facts which may give rise to an indemnity under this Agreement. If for any reason SFP fails to comply with the party aforesaid time limit, SFP shall not be precluded from whom indemnification is sought (an “Indemnifying Party”) whether asserting any claims hereunder, but the Losses sought arise from matters solely between Seller shall be entitled to a reduction in the parties or from Third Party Claims described in Section 8.3(b)indemnity payable if the failure to notify within the aforesaid period caused the indemnity to be larger than it would have been had the Seller been notified within the aforesaid period. The Claim Notice must contain (i) a description and, if knownIn such case, the estimated amount of any Losses incurred or reasonably expected Seller would be required to be incurred by pay only the Indemnified Party, (ii) a reasonable explanation of indemnity which would have been owed had the basis for Seller been notified within the Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those Lossesaforesaid period. (b) If In the Indemnified Party seeks indemnity under this Article 8 in response to a event any proceedings shall be instituted or any claim or Proceeding demand shall be asserted by another Person not any third party (including a party to this Agreement governmental entity or agency) (a “"Third Party Claim”") in respect of which SFP may have a right of indemnification from the Seller, SFP shall promptly notify the Seller in the time period set forth in clause (a) above. The Seller shall have the right, at its option and at its own expense (except that the relevant Company or Subsidiary shall pay its own expenses), then to be represented by counsel of its own choice and to participate in, or at Seller's written election within 30 days of receiving the Indemnified Party will give a relevant Claim Notice Notice, to take exclusive control of, the Indemnifying Party within ten (10) days after the Indemnified Party has received notice or otherwise learns defense, negotiation and/or settlement of the assertion of such Third Party Claim and will include in the Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other Person, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the relevant proceeding or claim or the notice of the commencement of any Proceeding relating demand; provided that if Seller so elects to such Third Party Claim; providedtake control, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability under this Agreement except to the extent such delay or deficiency prejudices or otherwise adversely affects the rights of the Indemnifying Party with respect thereto. (c) In the event of a Third Party Claim, the Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control of the defense of such Third Party Claim; provided, however, that the Indemnified Party SFP may participate in the defense any such proceeding with counsel of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below). (d) The party not controlling the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof choice and at its own expense. HoweverTo the extent that the Seller elects not to take control of any Third Party Claim (or does not, which shall be the equivalent of having made such negative election, notify SFP in writing of its election to take control within the aforesaid 30 day period), SFP agrees not to settle or permit any Company or Subsidiary to settle any Third Party Claims without the prior written consent of the Seller. All such proposed settlements shall be notified by SFP to the Seller in writing at least 30 days in advance and shall not be entered into if in such 30 day period the Seller notifies SFP in writing of its objection, in which case SFP shall continue to contest, and cause the Companies and Subsidiaries to contest, the Third Party Claim and all reasonable out of pocket expenses incurred by the Companies or the Subsidiaries in defending against any such Third Party Claims, including reasonable attorney fees, will be borne by the Seller. In all cases, the Seller shall have the right, by sending written notice to SFP to request the Companies and Subsidiaries to enter into a settlement of any Third Party Claim, provided that, if SFP does not wish such a settlement to be entered into, it shall have the Indemnifying Party assumes control right to so notify the Seller in writing within 30 days of such defense as permitted above and the Indemnified Party reasonably concludes that Seller's notice to SFP, in which case the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available Seller shall continue to be required to indemnify SFP with respect to the Third Party Claim, then but the reasonable fees and expenses indemnity owed shall not exceed the amount of counsel to the Indemnified Party will be considered as “Losses” for purposes of this Agreementindemnity which would have been owed had the proposed settlement been accepted. The Non-controlling Party will furnish Seller and SFP agree to cooperate fully with each other in connection with the party controlling the defense of the Third Party Claim (the “Controlling Party”) with such information as it may have with respect to the Third Party Claim (including copies defense, negotiation and/or settlement of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by SFP undertakes to cause the Non-controlling Party relevant Companies and/or Subsidiaries and their counsel to so fully cooperate with respect theretoSeller. (e) The Indemnifying Party will not agree to any settlement of, or consent to the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnified Party; provided, however, that the consent of the Indemnified Party will not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Party.

Claim Procedure. (a) A party that seeks indemnity under this Article 8 entitled to indemnification hereunder (an the “Indemnified Party”) will shall promptly give written notice (a the “Claim Notice”) to the party from whom obligated to provide indemnification is sought hereunder (an the “Indemnifying Party”) whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain after (i) becoming aware of a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by Loss for which the Indemnified PartyParty intends to seek indemnification, or (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known receipt by the Indemnified Party and (iii) of notice of any claim or the commencement of any Proceeding against it by a demand for payment of those Losses. (b) If the Person other than an Indemnified Party seeks indemnity under this Article 8 in response to a claim or Proceeding by another Person not a party to this Agreement (a “Third Party Claim”), then ) which may result in a Loss for which the Indemnified Party will give is entitled to indemnification hereunder. The Claim Notice shall describe the Loss and/or the asserted Liability in reasonable detail, and shall indicate the amount (estimated, if necessary) of the Loss and/or asserted Liability that has been or may be suffered by the Indemnified Party. Except as provided in Section 9.5 below, the failure to provide a Claim Notice to the Indemnifying Party within ten (10) days after the Indemnified Party has received notice or otherwise learns of the assertion of such Third Party Claim and will include in the Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other Person, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claim; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will not relieve the Indemnifying Party of any Liability under this Agreement that it may have to any Indemnified Party, except to the extent such delay or deficiency prejudices or otherwise adversely affects the rights of that the Indemnifying Party with respect theretodemonstrates that the defense of such Third Party Claim is prejudiced by the Indemnifying Party’s failure to give such Claim Notice. (cb) In the event Within fifteen (15) days after receipt of a Claim Notice relating to a claim other than a Third Party Claim, the Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory shall deliver to the Indemnified Party a written response in which the Indemnifying Party will either: (i) agree that the Indemnified Party is entitled to receive all of the Losses at issue in the Claim Notice; or (ii) dispute the Indemnified Party’s entitlement to indemnification by giving delivering to the Indemnified Party a written notice of its intention to assume control of the defense of such Third Party Claim; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below). (d) The party not controlling the defense of the Third Party Claim (the an “Non-controlling PartyObjection Notice”) may participate setting forth in reasonable detail each disputed item, the defense thereof at its own expensebasis for each such disputed item and certifying that all such disputed items are being disputed in good faith. However, if If the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party Claim, then the reasonable fees and expenses of counsel delivers an Objection Notice to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense within fifteen (15) days after delivery of the Third Claim Notice, then the dispute may be resolved by any legally available means consistent with the provisions of Section 10.10. (c) If any Parent Indemnified Party Claim (is the “Controlling Party”) with such information as it may have Indemnified Party with respect to any claim for indemnification pursuant to this Article 9, the Third Party Claim (including parties will contemporaneously deliver to the Escrow Agent copies of any summons, complaint or other pleading which may have been served on each Claim Notice and Objection Notice in connection with such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect thereto. (e) The Indemnifying Party will not agree to any settlement of, or consent to the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnified Party; provided, however, that the consent of the Indemnified Party will not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Party.

Claim Procedure. (a) A party that seeks indemnity under this Article 8 7 (an “"Indemnified Party”") will give written notice (a “"Claim Notice”") to the party from whom indemnification is sought (an “"Indemnifying Party”") whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain containing (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses. (b) If the Indemnified Party seeks indemnity under this Article 8 in response to a claim or Proceeding by another Person not a party to this Agreement (a “Third Party Claim”), then the Indemnified Party will give Within 30 days after delivery of a Claim Notice to the Indemnifying Party within ten (10) days after the Indemnified Party has received notice or otherwise learns of the assertion of such Third Party Claim and will include in the Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other PersonNotice, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claim; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve deliver to the Indemnified Party a written response in which the Indemnifying Party will either: (i) agree that the Indemnified Party is entitled to receive all of any Liability under this Agreement except the Losses at issue in the Claim Notice; or (ii) dispute the Indemnified Party's entitlement to indemnification by delivering to the extent Indemnified Party a written notice (an "Objection Notice") setting forth in reasonable detail each disputed item, the basis for each such delay or deficiency prejudices or otherwise adversely affects the rights of the Indemnifying Party with respect theretodisputed item and certifying that all such disputed items are being disputed in good faith. (c) In If the event Indemnifying Party fails to take either of a Third Party Claimthe foregoing actions within 30 days after delivery of the Claim Notice, then the Indemnifying Party will be entitled deemed to participate have irrevocably accepted the Claim Notice and the Indemnifying Party will be deemed to have irrevocably agreed to pay the Losses at issue in the defense thereof and, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control of the defense of such Third Party Claim; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below)Notice. (d) The party not controlling the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if If the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party Claim, then the reasonable fees and expenses of counsel delivers an Objection Notice to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense within 30 days after delivery of the Third Party Claim (Notice, then the “Controlling Party”) dispute shall be resolved in accordance with such information as it may have with respect to the Third Party Claim (including copies provisions of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect theretoSection 9.14. (e) If any Buyer Indemnified Party is the Indemnified Party with respect to any claim for indemnification pursuant to this Article 7, the Parties will contemporaneously deliver to the Escrow Agent copies of each Claim Notice and Objection Notice in connection with such claim. Any indemnification of Buyer Indemnified Parties pursuant to this Article 7 will first be satisfied by payment from the escrow fund established in accordance with the provisions of the Escrow Agreement until the funds contained in such escrow fund are exhausted or released, and then directly by Seller by wire transfer of immediately available funds from Seller to an account designated by Husky. (f) Any indemnification of any Seller Indemnified Party pursuant to this Article 7 will be effected by wire transfer of immediately available funds to an account designated by Moldflow. (g) The foregoing indemnification payments will be made within five Business Days after the date on which (i) the amount of such payments are determined by mutual agreement of the Parties, (ii) the amount of such payments are determined pursuant to Section 7.3(c) if an Objection Notice has not been timely delivered in accordance with Section 7.3(b) or (iii) both such amount and the Indemnifying Party's obligation to pay such amount have been determined in accordance with Section 9.14 if an Objection Notice has been timely delivered in accordance with Section 7.3(b). (h) For purposes of Section 7.3 and Section 7.4, if Moldflow comprises the Indemnifying Party, any references to the Indemnifying Party (except provisions relating to an obligation to make or a right to receive any payments) will not agree be deemed to any settlement of, or consent refer to the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising fromSelling Parties Representative, any such Third Party Claim without the prior written consent of and if Seller comprises the Indemnified Party; provided, however, that the consent of any references to the Indemnified Party (except provisions relating to an obligation to make or a right to receive any payments) will not be required if deemed to refer to the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying PartySelling Parties Representative.

Claim Procedure. (a) A party that seeks indemnity under this Article 8 ARTICLE 10 (an “Indemnified Party”) will give prompt written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain containing (i) a description with reasonable detail and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified PartyParty and the method of computation thereof, and (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses. (b) If Party. Notwithstanding the Indemnified Party seeks indemnity under this Article 8 in response to a claim or Proceeding by another Person not a party to this Agreement (a “Third Party Claim”)foregoing, then the Indemnified Party will give a Claim Notice to the Indemnifying Party within ten (10) days after the Indemnified Party has received notice or otherwise learns of the assertion of such Third Party Claim and will include in the Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other Person, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claim; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability or obligation under this Agreement except to the extent such delay or deficiency prejudices or otherwise adversely affects the rights of the Indemnifying Party is thereby materially prejudiced. For purposes of this ARTICLE 10, the Seller ​ ​ ​ Representative, as representative of the Sellers, shall receive all notices and take all actions on behalf of the Sellers. (b) Within 30 days after delivery of a Claim Notice, the Indemnifying Party will deliver to the Indemnified Party a written response to such Claim Notice. During such 30 day period, the Indemnifying Party and its professional advisors shall have the opportunity to investigate the matter or circumstance alleged to give rise to the Claim Notice, and whether and to what extent any amount is payable in respect of the Claim Notice and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such reasonably requested information in the possession of the Indemnified Party with respect theretoto such Claim Notice upon prior written notice and during normal business hours as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party fails to so respond within 30 days after delivery of the Claim Notice, then the Indemnifying Party will be deemed to have irrevocably accepted the Claim Notice and agreed to pay the Losses at issue in the Claim Notice. (c) In the event of a Third If any Purchaser Indemnified Party Claim, the Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory to is the Indemnified Party by giving with respect to any claim for indemnification pursuant to this ARTICLE 10 and the Escrow Amount remains in the Escrow Account, the parties will contemporaneously deliver to the Indemnified Party written notice Escrow Agent copies of its intention to assume control of the defense of each Claim Notice and Objection Notice in connection with such Third Party Claim; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below)claim. (d) The party not controlling the defense If, within 30 days after delivery of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. HoweverNotice, if the Indemnifying Party assumes control of such defense as permitted above and delivers a written notice disputing the Indemnified Party reasonably concludes that Party’s entitlement to indemnification for the Indemnifying Party and Losses described in the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party ClaimClaim Notice (an “Objection Notice”), then the reasonable fees and expenses dispute may be resolved by any legally available means consistent with the provisions of counsel to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense of the Third Party Claim (the “Controlling Party”) with such information as it may have with respect to the Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect theretoSection 11.11. (e) The Any indemnification payment pursuant to this ARTICLE 10 will be effected by wire transfer of immediately available funds from the Indemnifying Party will not agree to any settlement of, or consent to the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of an account designated by the Indemnified Party; provided, however, that and will be made within five Business Days after the consent date on which (i) the amount of such payments are determined by mutual agreement of the Indemnified Party will not be required if parties, (ii) the Indemnifying Party agrees in writing to pay any amounts payable amount of such payments are determined pursuant to Section 10.3 if a written response has not been timely delivered in accordance with Section 10.3(b) or (iii) both such settlement or any Judgment amount and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Party’s obligation to pay such amount have been finally determined by a final judgment of a court having jurisdiction over such proceeding as permitted by Section 11.11 if a written response has been timely delivered in accordance with Section 10.3(b).

Claim Procedure. (a) A party that seeks indemnity under this Article 8 9 or Article 10 (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain containing (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses. (b) If Within 30 days after delivery of a Claim Notice or within 15 days after delivery of a Second Claim Notice, if applicable, the Indemnifying Party will deliver to the Indemnified Party seeks indemnity under this Article 8 a written response in response which the Indemnifying Party will either: (i) agree that the Indemnified Party is entitled to receive all of the Losses at issue in the Claim Notice; or (ii) dispute the Indemnified Party’s entitlement to indemnification by delivering to the Indemnified Party a claim or Proceeding by another Person not a party written notice (an “Objection Notice”) setting forth in reasonable detail each disputed item, the basis for each such disputed item and certifying that all such disputed items are being disputed in good faith. (c) If the Indemnifying Party fails to this Agreement (a “Third Party Claim”)take either of the foregoing actions within 30 days after delivery of the Claim Notice, then the Indemnified Party will give provide a second written notice (a “Second Claim Notice”) reciting the information in the initial Claim Notice to the Indemnifying Party within ten (10) days after the Indemnified Party has received notice or otherwise learns of the assertion of such Third Party Claim and will include in the Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other Person, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claim; provided, however, stating that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability under this Agreement except to the extent such delay or deficiency prejudices or otherwise adversely affects the rights of the Indemnifying Party with respect thereto. (c) In the event of a Third Party Claim, the Indemnifying Party will be entitled deemed to participate have irrevocably accepted the Claim Notice and the Indemnifying Party will be deemed to have irrevocably agreed to pay the Losses at issue in the defense thereof andClaim Notice if no Objection Notice is delivered within 15 days after the date of the Second Claim Notice, if it so chooses, assume at any time control applicable. If the Indemnifying Party fails to take either of the defense thereof with counsel reasonably satisfactory actions set forth in Section 9.3(b)(i) or (ii) after the foregoing time period have lapsed, then the Indemnifying Party will be deemed to have irrevocably accepted the Indemnified Claim Notice and the Indemnifying Party by giving will be deemed to have irrevocably agreed to pay the Indemnified Party written notice of its intention to assume control of the defense of such Third Party Claim; provided, however, that the Indemnified Party may participate Losses at issue in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below)Notice. (d) The party not controlling the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if If the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party Claim, then the reasonable fees and expenses of counsel delivers an Objection Notice to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense within 30 days after delivery of the Third Party Claim (the “Controlling Party”) with such information as it may have with respect to the Third Party Claim (including copies of any summons, complaint Notice or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised within 15 days after delivery of the status Second Claim Notice, if applicable, then the dispute may be resolved by any legally available means consistent with the provisions of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect theretoSection 11.11. (e) If any Purchaser Indemnified Party is the Indemnified Party with respect to any claim for indemnification pursuant to this Article 9, the parties will contemporaneously deliver to the Escrow and Exchange Agent copies of each Claim Notice and Objection Notice in connection with such claim. (f) Any indemnification of the Purchaser Indemnified Parties pursuant to this Article 9 will be effected by reducing the Note B Principal Amount or by reducing the principal amount of Note B-1, as applicable, as more particularly described in Section 2.7. For the avoidance of doubt, interest will accrue on the Note B Principal Amount, as the same may be reduced in accordance herewith, until such time as Note B-1 is issued, if it all, and thereafter interest will accrue on the remaining principal amount of Note B-1, as the same may be reduced in accordance herewith. (g) Any indemnification of the Stockholders pursuant to this Article 9 will be effected by wire transfer of immediately available funds to the Escrow and Exchange Agent for distribution to the Stockholders. All indemnification payments to be received by the Stockholders in accordance with this Article 9 will be allocated among the Stockholders in proportion to each Stockholder’s pro rata share of the Escrow Fund as set forth on the Final Merger Consideration Allocation Schedule. (h) The foregoing indemnification payments will be made or effected (the date on which such payment is made or effected, the “Settlement Payment Date”) within five Business Days after the date on which (i) the amount of such payments are determined by mutual agreement of the parties, (ii) the amount of such payments are determined pursuant to Section 9.3(c) if an Objection Notice has not been timely delivered in accordance with Section 9.3(b) or (iii) both such amount and the Indemnifying Party’s obligation to pay such amount have been determined by a final Judgment of a court having jurisdiction over such proceeding as permitted by Section 11.11 if an Objection Notice has been timely delivered in accordance with Section 9.3(b) (the “Settlement Date”). For purposes of Section 9.3 and Section 9.4, (i) if the Stockholders comprise the Indemnifying Party, any references to the Indemnifying Party (except provisions relating to an obligation to make or a right to receive any payments) will not agree be deemed to any settlement of, or consent refer to the entry of any Judgment Stockholder Representative and (other than a Judgment of dismissal on ii) if the merits without costs) arising from, any such Third Party Claim without the prior written consent of Stockholders comprise the Indemnified Party; provided, however, that the consent of any references to the Indemnified Party (except provisions relating to an obligation to make or a right to receive any payments) will not be required if deemed to refer to the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying PartyStockholder Representative.

Claim Procedure. (ai) A party that seeks indemnity In order for any Indemnified Person to be entitled to make a claim for indemnification under this Article 8 8, Parent shall deliver a written notice (an “Indemnified Party”) will give written notice (a “Indemnification Claim Notice”) to the party Securityholder Representative, as promptly as reasonably practicable after it acquires knowledge of the fact, event or circumstance giving rise to a claim for Losses pursuant to this Article 8. Parent may update an Indemnification Claim Notice from whom time to time to reflect any change in circumstances following the date of delivery thereof. Each Indemnification Claim Notice shall specify in reasonable detail the nature of, the facts, circumstances and the amount or a good faith estimate (to the extent ascertainable) of the potential Losses against which such Indemnified Person seeks indemnification for, such claim asserted, and the provisions of this Agreement upon which such claim for indemnification is sought (an “Indemnifying Party”) whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The made; provided, however, any failure by Parent to give such prompt Indemnification Claim Notice must contain (i) a description andshall not relieve the Indemnifying Securityholders of their indemnification obligations, if known, except and only to the estimated amount of any Losses incurred or reasonably expected to be incurred by extent that the Indemnified Party, Indemnifying Securityholders are actually and materially prejudiced thereby. (ii) a reasonable explanation After delivery of the basis for the an Indemnification Claim Notice to the extent Securityholder Representative, (A) Parent shall, upon written request from the Securityholder Representative, supply and make available to the Securityholder Representative and its Representatives (at the Securityholder Representative’s cost and expense on behalf of the facts then known Indemnifying Securityholders) all relevant information in its or its Affiliates’ possession relating to the claim reasonably requested by the Indemnified Party Securityholder Representative (except to the extent that such action could jeopardize attorney-client privilege; provided, however, Parent shall use its commercially reasonable efforts to provide such information in such format to the Securityholder Representative, or on an outside-counsel-only basis or in such other manner, that would not result in the loss of such attorney-client privilege) and (B) Parent shall, and shall cause its Representatives, to (1) be reasonably available to the Securityholder Representative (at the Securityholder Representative’s cost and expense on behalf of the Indemnifying Securityholders) on reasonable advance notice during normal business hours to discuss such claim, (2) render to the Securityholder Representative and its Representatives such assistance as may reasonably be requested by the Securityholder Representative, (3) provide reasonable access to such books, records, accountant work papers and other documents or information in their possession or that may be reasonably obtained as the Securityholder Representative and/or its Representatives may reasonably require (at the Securityholder Representative’s cost and expense on behalf of the Indemnifying Securityholders) (provided, however, Parent’s accountants shall not be obligated to make any working papers available to the Securityholder Representative or its Representatives unless and until the Securityholder Representative or its Representatives, as applicable, have signed a customary confidentiality and hold harmless agreement relating to such access to working papers in form and substance reasonably acceptable to such accountants), and (4) otherwise cooperate with the Securityholder Representative and its Representatives in good faith (at the Securityholder Representative’s cost and expense on behalf of the Indemnifying Securityholders). Without limiting the foregoing, such cooperation shall include the retention and (upon the Securityholder Representative’s request) the provision to the Securityholder Representative or its Representatives of books, records and other documents and information which are actually and reasonably relevant to such claim. (iii) The Securityholder Representative may, within thirty (30) days after receipt of an Indemnification Claim Notice, deliver to Parent a demand for payment written response (an “Indemnification Claim Response”) disputing such claim, which response must state (A) in reasonable detail the reasons why the Securityholder Representative disputes such claim, together with reasonable supporting detail, and (B) in respect of those Lossessuch claim, (1) that the Indemnified Person is entitled to receive an amount (the “Agreed Amount”) of cash that is less than the amount of all Losses set forth in such Indemnification Claim Notice or (2) that the Indemnified Person is not entitled to recovery in connection with the matters claimed in the Indemnification Claim Notice. Acceptance by an Indemnified Person of an Agreed Amount shall be without prejudice to the Indemnified Person’s right to claim the balance of the Losses claimed in such Indemnification Claim Notice. (biv) If the Indemnified Party seeks indemnity under Any Losses (or portion thereof) claimed in an Indemnification Claim Notice or any other matter set forth therein shall be deemed to be finally resolved for purposes of this Article 8 upon the earlier of (A) such amounts (or portions thereof) or other matters having been resolved by a written agreement executed by the Securityholder Representative, on behalf of the Indemnifying Securityholders, and Parent, (B) such amounts (or portions thereof) or other matters having been resolved by a final, nonappealable order, decision or ruling of a court of competent jurisdiction or arbitrator with respect to such amounts or matters in response dispute, or portions thereof and (C) thirty (30) days after delivery of such Indemnification Claim Notice if the Securityholder Representative fails to deliver an Indemnification Claim Response in respect thereof prior to the expiry of such thirty (30) day period (clauses (A), (B) and (C), together, a “Final Resolution”). (v) If any amount is payable to Parent pursuant to a claim or Proceeding by another Person not a party to this Agreement Final Resolution, (a “Third Party Claim”), then the Indemnified Party will give a Claim Notice A) to the extent such payment will be made from the Escrow Fund, the Securityholder Representative and Parent shall promptly jointly instruct the Escrow Agent to release to Parent from the Escrow Fund such amount, and (B) to the extent that the amount remaining in the Indemnity Escrow Fund is insufficient to cover such amount each Indemnifying Party Securityholder shall, subject to the limitations contained in Section 8.3, within ten (10) days after Business Days following the Indemnified Party has received notice or otherwise learns date of the assertion determination of the Agreed Amount, pay such Indemnifying Securityholder’s Pro Rata Portion (as of the date of such Third Party Claim and will include in the Claim Notice (idetermination) the facts constituting the basis for such Third Party Claim and of the amount of the damages claimed by the other Person, in each case such shortfall to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claim; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability under this Agreement except to the extent such delay or deficiency prejudices or otherwise adversely affects the rights of the Indemnifying Party with respect theretoParent. (c) In the event of a Third Party Claim, the Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control of the defense of such Third Party Claim; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below). (d) The party not controlling the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party Claim, then the reasonable fees and expenses of counsel to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense of the Third Party Claim (the “Controlling Party”) with such information as it may have with respect to the Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect thereto. (e) The Indemnifying Party will not agree to any settlement of, or consent to the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnified Party; provided, however, that the consent of the Indemnified Party will not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Party.

Claim Procedure. (a) A party that seeks indemnity under this Article 8 7 (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain containing (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, and (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those LossesParty. (b) If the Indemnified Party seeks indemnity under this Article 8 in response to a claim or Proceeding by another Person not a party to this Agreement Within thirty (a “Third Party Claim”), then the Indemnified Party will give a Claim Notice to the Indemnifying Party within ten (1030) days after the Indemnified Party has received notice or otherwise learns delivery of the assertion of such Third Party a Claim and will include in the Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other PersonNotice, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claim; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve deliver to the Indemnified Party a written response to such Claim Notice. If the Indemnifying Party fails to so respond within thirty (30) days after delivery of any Liability under this Agreement except to the extent such delay or deficiency prejudices or otherwise adversely affects the rights of Claim Notice, then the Indemnifying Party with respect theretowill be deemed to have irrevocably accepted the Claim Notice and agreed to pay the Losses at issue in the Claim Notice. (c) In If, within thirty (30) days after delivery of the event of a Third Party ClaimClaim Notice, the Indemnifying Party will be entitled delivers a written notice disputing the Indemnified Party’s entitlement to participate indemnification for the Losses described in the defense thereof andClaim Notice, if it so chooses, assume at then the dispute may be resolved by any time control legally available means consistent with the provisions of the defense thereof with counsel reasonably satisfactory to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control of the defense of such Third Party Claim; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below)8.11. (d) The party not controlling the defense Any indemnification payment pursuant to this Article 9 will be effected by wire transfer of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if immediately available funds from the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party Claim, then the reasonable fees and expenses of counsel to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense of the Third Party Claim (the “Controlling Party”) with such information as it may have with respect to the Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made an account designated by the Non-controlling Party with respect thereto. (e) The Indemnifying Party will not agree to any settlement of, or consent to the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnified Party; provided, however, that and will be made within five (5) Business Days after the consent date on which (i) the amount of such payments are determined by mutual agreement of the Indemnified Party will not be required if parties, (ii) the Indemnifying Party agrees in writing to pay any amounts payable amount of such payments are determined pursuant to Section 7.3 if a written response has not been timely delivered in accordance with Section 7.3(b) or (iii) both such settlement or any Judgment amount and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Party’s obligation to pay such amount have been finally determined by a final Judgment of a court having jurisdiction over such proceeding as permitted by Section 8.11 if a written response has been timely delivered in accordance with Section 7.3(b).

Claim Procedure. If an Indemnified Party learns of an actual or potential indemnity claim (aother than a claim by a third Person) A party that seeks for which such Indemnified Party may seek indemnification under Section 7.1, such Indemnified Party shall, reasonably promptly after becoming aware of such claim, notify the Indemnitor thereof in writing, specifying the nature of and specific basis for such claim and the actual or, if reasonably 39 Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934. practicable, the estimated amount of such claim to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such indemnity under this Article 8 claim) (an “Indemnified Party”) will give written notice (such notice, a “Claim Notice”) ); provided, that the failure of an Indemnified Party to the party from whom give timely notice shall not affect its rights to indemnification is sought (an “Indemnifying Party”) whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in under Section 8.3(b). The Claim Notice must contain (i) a description and7.1, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice except to the extent of that the facts then known Indemnitor has been actually and materially prejudiced by the Indemnified Party and (iii) a demand for payment of those Losses. (b) If the Indemnified Party seeks indemnity under this Article 8 in response to a claim or Proceeding by another Person not a party to this Agreement (a “Third Party Claim”), then the Indemnified Party will give a Claim Notice to the Indemnifying Party within such failure. Within ten (10) days following receipt of the applicable Claim Notice, the Indemnitor shall notify such Indemnified Party in writing if the Indemnitor disputes that all or a portion of such indemnity claim is subject to indemnification hereunder, specifying the amount, if applicable, so disputed, and otherwise the Indemnitor shall be deemed to have agreed that any undisputed portion of such indemnity claim is subject to indemnification hereunder. Any such indemnity claim that the Indemnitor has agreed, or has been deemed to have agreed, is subject to indemnification hereunder shall be paid in accordance with Section 7.2.2. With respect to any disputed indemnity claim, after final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, or the Indemnified Party has received notice or otherwise learns of the assertion of such Third Party Claim and will include in the Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed Indemnitor shall have arrived at a mutually binding agreement with respect to each separate matter indemnified by the other PersonIndemnitor, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claim; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying shall forward to the Indemnifying Party will relieve the Indemnifying Party Indemnitor notice of any Liability under this Agreement except to sums due and owing by the extent such delay or deficiency prejudices or otherwise adversely affects the rights of the Indemnifying Party Indemnitor with respect thereto. (c) In the event of a Third Party Claimto such matter, the Indemnifying Party will and such amount shall be entitled to participate in the defense thereof and, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control of the defense of such Third Party Claim; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except paid as provided in Section 8.3(d) below)7.2.2. (d) The party not controlling the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party Claim, then the reasonable fees and expenses of counsel to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense of the Third Party Claim (the “Controlling Party”) with such information as it may have with respect to the Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect thereto. (e) The Indemnifying Party will not agree to any settlement of, or consent to the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnified Party; provided, however, that the consent of the Indemnified Party will not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Party.

Claim Procedure. If UTI or Buyer (a) A party that seeks indemnity under this Article 8 (each an “"Indemnified Party”) will give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b"). The Claim Notice must contain (i) a description and, if known, the estimated amount receives knowledge of any Losses incurred matter with respect to which the other party (the "Indemnitor") is liable under the indemnification provisions of this Agreement whether through receipt of notice of any third-party action, proceeding, claim, demand, or reasonably expected assessment, or through knowledge of facts giving rise to be incurred by the Indemnified Partyliability to indemnify, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party shall: (1) within ten days, give the Indemnitor written notice of the assertion of the claim; (2) furnish the Indemnitor relevant information and (iii) a demand for payment copies of those Losses. (b) If the Indemnified Party seeks indemnity under this Article 8 in response to a claim or Proceeding by another Person not a party to this Agreement (a “Third Party Claim”), then the Indemnified Party will give a Claim Notice all pertinent documents relating to the Indemnifying Party claim within ten (10) days a reasonable period of time after the Indemnified Party has received notice s receipt thereof or otherwise learns Indemnified Parties becoming aware of the assertion of such Third Party Claim and will include in the Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other Person, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claim; provided, however, that no delay or deficiency on the part a claim. The failure of the Indemnified Party in so notifying to give notice of the Indemnifying claim to the Indemnitor within the ten-day period described herein shall not affect the Indemnified Party will relieve the Indemnifying Party of any Liability under this Agreement s rights to indemnification hereunder, except if (and then only to the extent that) the Indemnitor incurs additional expenses or the Indemnitor's defense of such delay claim is actually prejudiced by reason of such failure to give timely notice. In all events, however, notice of claim for indemnity must be given within the 36 months or deficiency prejudices or otherwise adversely affects other applicable period for the rights survival of the Indemnifying Party with respect thereto. (c) In the event warranties and representations upon receipt of a Third Party Claim, the Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control of such notice. The Indemnitor shall thereupon undertake and continuously conduct the defense of such Third Party Claim; providedany claim with counsel of reputable standing, however, that and the Indemnified indemnified Party may participate in the such defense by counsel of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below). (d) The party not controlling the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof choosing at its own expense. However, if If the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect Indemnitor is required to the Third Party Claim, then the reasonable fees and expenses of counsel pay any amount to the Indemnified Party will hereunder, such amount shall be considered as “Losses” for purposes of this Agreementpaid promptly by the Indemnitor to the Indemnified Party. The Non-controlling If the Indemnitor does not timely undertake or continuously defend any such claim, the Indemnified Party will furnish shall have the party controlling the defense right to defend or dispose of the Third Party Claim (the “Controlling Party”) with claim in such information manner as it may have with respect to deems advisable, and, for the Third Party Claim (including copies of any summonspurposes hereof, complaint as if such defense or other pleading which may have disposition had been served on such party and any written claim, demand, invoice, billing undertaken or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect theretoIndemnitor. (e) The Indemnifying Party will not agree to any settlement of, or consent to the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnified Party; provided, however, that the consent of the Indemnified Party will not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Party.

Claim Procedure. (a) A party that seeks indemnity under this Article 8 (To make an “indemnification claim pursuant to Section 10.1, a Purchaser Indemnified Party”) will give written notice (Party must deliver a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent Purchaser in accordance with Section 8.3(a) (such Claim Notice, when delivered pursuant to this Section 10.4, an “Environmental Claim Notice”). Except as specifically set forth in this Article 10, any Environmental Claim will be otherwise subject to the Third Party Claim procedure set forth in Section 8.3, including with respect to interactions with any Governmental Authorities and other third parties. In any such case, the Seller will be deemed to constitute the “Indemnifying Party” for purposes of Section 8.3. Notwithstanding anything to the contrary contained in this Agreement (including Section 8.3), if at any time in the course of defending against, or seeking the resolution of, an Environmental Claim, any amount is due and payable by the Purchaser Indemnified Parties with respect to which the Purchaser Indemnified Parties would be entitled to indemnification from the Seller under Sections 10.1(a) or (c), whether pursuant to any aspect of a Proceeding, Judgment, settlement or otherwise, the Seller or its designee will satisfy any such amount directly on behalf of the facts then known Purchaser Indemnified Parties within 30 days of receipt by the Indemnified Party and (iii) a demand for Seller of reasonable written instructions from the Purchaser concerning the payment of those Lossesany such amount, subject to the rights of the Seller hereunder to (a) appeal, object to or otherwise challenge or (b) require the Purchaser and the Acquired Companies to appeal, object to or otherwise challenge, in each case, any such amount vis-à-vis a Governmental Authority or other third party, in which case, the Seller will only be required hereunder to pay any such amount upon the issuance of a final, non-appealable Judgment or entry into a final and binding settlement with respect thereto. To the extent an Environmental Claim results in the issuance of a Remediation Order with respect to any Environmental Site or as part of any final, non-appealable Judgment or settlement a binding agreement is reached with respect to Remediation at any Environmental Site, any required Remediation will be conducted in accordance with Section 10.7. (b) If the Indemnified Party seeks indemnity under this Article 8 in response to a claim or Proceeding by another Person not a party to this Agreement (a “Third Party Claim”), then the Indemnified Party will give a Claim Notice to the Indemnifying Party within ten (10) days after the Indemnified Party has received notice or otherwise learns The indemnification obligations of the assertion of such Third Party Claim and Seller under Section 10.1 will include in survive the Claim Notice (i) Closing until the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other Person, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claimapplicable Environmental Claims Deadline; provided, however, that no delay or deficiency any Environmental Claim that is asserted pursuant to an Environmental Claim Notice given after the Closing Date in accordance with this Section 10.4 and prior to the applicable Environmental Claims Deadline will survive until, but only for purposes of, the resolution of such Environmental Claim. To the extent an Environmental Claim that is asserted on a timely basis in accordance with Section 10.1 and this Section 10.4 results in the part issuance of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability a Remediation Order subject to indemnification under this Agreement except Agreement, the Seller shall be responsible for any required Remediation in accordance with Section 10.7 even if any such Remediation is not commenced or completed prior to the extent such delay or deficiency prejudices or otherwise adversely affects the rights of the Indemnifying Party with respect theretoapplicable Environmental Claims Deadline. (c) In the event of a Third Party Claim, the Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control of the defense of such Third Party Claim; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below). (d) The party not controlling the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party Claim, then the reasonable fees and expenses of counsel to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense of the Third Party Claim (the “Controlling Party”) with such information as it may have with respect to the Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect thereto. (e) The Indemnifying Party will not agree to any settlement of, or consent to the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnified Party; provided, however, that the consent of the Indemnified Party will not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Party.

Claim Procedure. (a) A party that seeks indemnity under this Article 8 9 (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain containing (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses. (b) If the Indemnified Party seeks indemnity under this Article 8 in response to a claim or Proceeding by another Person not a party to this Agreement (a “Third Party Claim”), then the Indemnified Party will give Within 15 days after delivery of a Claim Notice to the Indemnifying Party within ten (10) days after the Indemnified Party has received notice or otherwise learns of the assertion of such Third Party Claim and will include in the Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other PersonNotice, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claim; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve deliver to the Indemnified Party a written response in which the Indemnifying Party of any Liability under this Agreement except will either: (i) agree that the Indemnified Party is entitled to the extent such delay or deficiency prejudices or otherwise adversely affects the rights of receive from the Indemnifying Party with respect theretoall of the Losses at issue in the Claim Notice; or (ii) dispute the Indemnified Party’s entitlement to indemnification by delivering to the Indemnified Party a written notice (an “Objection Notice”) setting forth in reasonable detail each disputed item, the basis for each such disputed item and certifying that all such disputed items are being disputed in good faith. (c) In If the event Indemnifying Party fails to take either of a Third Party Claimthe foregoing actions within fifteen days after delivery of the Claim Notice, then the Indemnifying Party will be entitled deemed to participate in have irrevocably accepted the defense thereof and, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control of the defense of such Third Party Claim; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below). (d) The party not controlling the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if Notice and the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party Claim, then the reasonable fees and expenses of counsel to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish deemed to have irrevocably agreed to pay the party controlling the defense of the Third Party Claim (the “Controlling Party”) with such information as it may have with respect to the Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel Losses at issue in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect theretoNotice. (e) The Indemnifying Party will not agree to any settlement of, or consent to the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnified Party; provided, however, that the consent of the Indemnified Party will not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Party.

Claim Procedure. If a claim for Losses (aa “Claim”) A party that seeks indemnity under this Article 8 is to be made by any Purchaser Indemnified Person or Seller Indemnified Person (an “Indemnified Partyindemnified party”) will pursuant to Section 7.2 or Section 7.3, respectively, such indemnified party shall give written notice (a “Claim Notice”) to (i) Seller, in the case of indemnification pursuant to Section 7.2, and (ii) Purchaser, in the case of indemnification pursuant to Section 7.3 (the recipient of such notice referred to below as the “indemnifying party”), in either case reasonably promptly after such indemnified party from whom becomes aware of any fact, condition or event which may give rise to Losses for which indemnification is may be sought under Section 7.2 or Section 7.3, as the case may be. If any claim, action, litigation, suit or proceeding (an “Indemnifying PartyAction”) whether the Losses sought arise from matters solely between the parties is filed or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain (i) a description and, if known, the estimated amount of instituted against any Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses. (b) If the Indemnified Party seeks indemnity under this Article 8 in response indemnified party with respect to a claim or Proceeding by another Person not a party matter subject to this Agreement indemnity hereunder, notice thereof (a “Third Party ClaimNotice”), then the Indemnified Party will give a Claim Notice ) shall promptly be given to the Indemnifying Party within ten (10) days after the Indemnified Party has received notice or otherwise learns of the assertion of such Third Party Claim and will include in the Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other Person, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or the notice of the commencement indemnifying party. The failure of any Proceeding relating indemnified party to give timely notice hereunder shall not affect such Third Party Claim; providedindemnified party’s rights to indemnification hereunder, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability under this Agreement except to the extent such delay or deficiency failure prejudices the indemnifying party’s ability to defend such Claim or otherwise adversely affects the rights of the Indemnifying Party with respect thereto. (c) In the event Action or mitigate any Losses resulting therefrom. After receipt of a Third Party ClaimNotice, the Indemnifying Party will be entitled indemnifying party shall have the right, by providing written notice acknowledging such indemnifying party’s obligation to participate in indemnify the defense thereof andindemnified party pursuant to Section 7.2 or 7.3, if it so choosesas applicable, assume at any time to (i) take control of the defense thereof with counsel reasonably satisfactory and investigation of such Action, (ii) employ and engage attorneys of its own choice (subject to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control approval of the indemnified party, such approval not to be unreasonably withheld or delayed) to handle and defend the same, at the indemnifying party’s sole cost, risk and expense, and (iii) compromise or settle such claim, which compromise or settlement shall be made only with the written consent of the indemnified party; provided that such consent will not be required if such settlement includes an unconditional release of the indemnified party and otherwise provides solely for payment of monetary damages for which the indemnified party will be indemnified in full. The indemnified party shall, at the expense of the indemnifying party, cooperate in all reasonable respects with the indemnifying party and its attorneys in the investigation, trial and defense of such Third Party ClaimAction and any appeal arising therefrom, and the indemnified party may, at its own cost, further participate in the investigation, trial and defense of such Action and any appeal arising therefrom; provided, however, that if the Indemnified indemnifying party elects not to assume such defense and investigation or does not acknowledge in writing within twenty (20) days after receipt of the Third Party Notice (or such earlier date, if the failure to assume the defense on such earlier date would materially impair the ability of such indemnified party to defend such claim) its obligation to indemnify the indemnified party against any Losses arising from such Action, the indemnified party may (upon delivering notice to such effect to the indemnifying party) retain separate counsel and defend, compromise and settle such Action (all at the cost and expense of the indemnifying party), and the indemnifying party shall have the right to participate therein at its own cost. Notwithstanding the indemnifying party’s election to assume the defense of such Action, the indemnified party shall have, upon giving prior written notice to the indemnifying party, the right to employ separate counsel and to participate in the defense of such Third Party Claim with its own counsel at its own expenseAction, except as provided in Section 8.3(d) below). (d) The party not controlling the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party Claim, then indemnifying party shall bear the reasonable fees fees, costs and expenses of such separate counsel to for the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish indemnified party in each jurisdiction if, but only if, the indemnified party controlling the defense of the Third Party Claim (the “Controlling Party”) with such information as it may shall have with respect to the Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider concluded in good faith recommendations made by the Non-controlling Party with respect thereto. that (ex) The Indemnifying Party will not agree an actual or potential conflict of interest (including one or more legal defenses or counterclaims available to any settlement of, it or consent to other indemnified parties which are different from or additional to those available to the entry of any Judgment (other than a Judgment of dismissal on indemnifying party) makes it inappropriate in the merits without costs) arising from, any such Third Party Claim without the prior written consent reasonable good-faith judgment of the Indemnified Party; providedindemnified party (upon and in conformity with the advice of counsel) for the same counsel to represent both the indemnified party and the indemnifying party or (y) the claim seeks nonmonetary relief which, howeverif granted, that could materially and adversely affect the consent of the Indemnified Party will not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement indemnified party or any Judgment and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Partyits Affiliates.

Claim Procedure. (a) Notwithstanding anything else in this Section 2, if the Indemnified Party is a Purchaser Indemnified Party and the payment for such indemnification is sought against the Escrow Fund at any time or times before the Second Release Time (as defined in Section 6(c)), then the parties shall comply with Section 9 rather than this Section 2.3. (b) A party that seeks indemnity under this Article 8 Section 2 (an “Indemnified Party”"INDEMNIFIED PARTY") will give written notice (a “Claim Notice”"CLAIM NOTICE") to the party from whom indemnification is sought (an “Indemnifying Party”"INDEMNIFYING PARTY") whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain containing: (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, ; (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and Party; and (iii) a demand for payment of those such Losses. (b) If the Indemnified Party seeks indemnity under this Article 8 in response to a claim or Proceeding by another Person not a party to this Agreement (a “Third Party Claim”), then the Indemnified Party will give a Claim Notice to the Indemnifying Party within ten (10) days after the Indemnified Party has received notice or otherwise learns of the assertion of such Third Party Claim and will include in the Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other Person, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claim; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability under this Agreement except to the extent such delay or deficiency prejudices or otherwise adversely affects the rights of the Indemnifying Party with respect thereto. (c) In the event Within thirty (30) days after receipt of a Third Party ClaimClaim Notice, the Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory deliver to the Indemnified Party a written response in which the Indemnifying Party will either: (i) agree that the Indemnified Party is entitled to receive indemnification for all of the Losses at issue in the Claim Notice; or (ii) dispute in good faith the Indemnified Party's entitlement to indemnification by giving delivering to the Indemnified Party a written notice of its intention to assume control of (an "OBJECTION NOTICE") setting forth in reasonable detail each disputed item and the defense of basis for disputing each such Third Party Claim; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below)item. (d) The party not controlling the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if If the Indemnifying Party assumes control fails to take either of such defense as permitted the actions set forth in Section 2.3(c) above within thirty (30) days after receipt of the Claim Notice, then the Indemnifying Party will be deemed to have irrevocably accepted the Claim Notice and the Indemnifying Party will be deemed to have irrevocably agreed to pay the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party Claim, then the reasonable fees and expenses amount of counsel to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense of the Third Party Claim (the “Controlling Party”) with such information as it may have with respect to the Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel all Losses claimed in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect theretoNotice. (e) The If the Indemnifying Party will not agree to any settlement of, or consent delivers an Objection Notice to the entry Indemnified Party within thirty (30) days after receipt of the Claim Notice, then the dispute may be resolved by any Judgment legally available means consistent with the provisions of Section 16(d). (other than a Judgment of dismissal on the merits without costsf) arising fromSubject to Section 2.3(g), any indemnification of the Purchaser Indemnified Parties pursuant to this Agreement will be effected by certified cheque or wire transfer of immediately available funds to an account designated by the relevant Purchaser Indemnified Parties. Any indemnification of the Company Securityholders pursuant to this Agreement will be effected by certified cheque or wire transfer of immediately available funds to an account designated by the Representative for delivery to the Company Securityholders. All indemnification payments to be paid by the Company Securityholders in accordance with this Agreement will be allocated among the Company Securityholders pro rata in accordance with the percentage allocations as set forth in Schedule "H". All indemnification payments to be received by the Company Securityholders in accordance with this Agreement will be allocated among the Company Securityholders pro rata in accordance with the percentage allocations as set forth in Schedule "G". (g) Payment in respect of indemnification in accordance with this Section 2 will be made within five (5) Business Days after the date on which: (i) the amount of such Third Party Claim without the prior written consent payments are determined by mutual agreement of the Indemnified Parties and the Indemnifying Parties; (ii) if an Objection Notice has not been timely delivered in accordance with Section 2.3(c), the amount of such payments are determined pursuant to Section 2.3(d); or (iii) a written decision of any court of competent jurisdiction has been rendered in relation to the disputed claim (which decision may include an order for costs). (h) For purposes of this Section 2.3 and Section 2.4, if the Company Securityholders comprise the Indemnifying Party: (i) any references to the Indemnifying Party (except provisions relating to an obligation to make or a right to receive any payments) will be deemed to refer to the Representative; provided, however, that the consent of and (ii) any references to the Indemnified Party (except provisions relating to an obligation to make or a right to receive any payments) will not be required if deemed to refer to the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying PartyRepresentative.

Claim Procedure. (a) A party that seeks indemnity under this Article 8 VI (an “Indemnified Party”) will give shall deliver a written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The Each Claim Notice must shall: (a) state that the Indemnified Party believes in good faith that such Indemnified Party is entitled to indemnification under Section 6.1 or Section 6.3 of the Purchase Agreement, as applicable; (b) contain a reasonable explanation of the basis for the Indemnified Party’s claim; (ic) contain a description description, and, if known, a non-binding, preliminary, good faith estimate of the estimated amount of any Losses Damages incurred or reasonably expected to be incurred by the Indemnified Party (the aggregate amount of such estimate referred to as the “Claimed Amount”); and (d) contain a demand for payment of the Claimed Amount. (b) During the 30 Business Day period commencing upon the receipt by the Indemnifying Party of the Claim Notice (the “Dispute Period”), the Indemnifying Party may deliver to the Indemnified Party a written response (the “Response Notice”) in which the Indemnifying Party: (a) agrees that the full Claimed Amount is owed to the Indemnified Party; (b) agrees that part, but not all, of the Claimed Amount is owed to the Indemnified Party; or (iic) indicates that no part of the Claimed Amount is owed to the Indemnified Party. If the Response Notice is delivered in accordance with clause “(b)” or “(c)” of the preceding sentence, the Response Notice shall also contain a reasonable explanation of the basis for facts and circumstances supporting the Claim Notice Indemnifying Party’s claim that some or all of the Claimed Amount is not owed to the extent Indemnified Party (any part of the facts Claimed Amount that is not agreed by the Indemnifying Party to be owed to the Indemnified Party pursuant to the Response Notice is referred to as the “Contested Amount”). If a Response Notice is not received by the Indemnified Party prior to the expiration of the Dispute Period, then known the Indemnifying Party shall be conclusively deemed to have agreed that the full Claimed Amount is owed to the Indemnified Party. (c) If the Indemnifying Party in its Response Notice agrees that the full Claimed Amount is owed to the Indemnified Party, or if no Response Notice is received by the Indemnified Party prior to the expiration of the Dispute Period, the Indemnifying Party shall, within five Business Days following the receipt of such Response Notice or the expiration of the Dispute Period, deliver to the Indemnified Party in cash an amount equal to the full Claimed Amount to an account designated by the Indemnified Party. (d) If the Indemnifying Party in its Response Notice agrees that part, but not all, of the Claimed Amount is owed to the Indemnified Party (the “Agreed Amount”), the Indemnifying Party shall, within five Business Days following the receipt of such Response Notice, deliver to the Indemnified Party in cash an amount equal to the full Agreed Amount within five Business Days to an account designated by the Indemnified Party. (e) If any Response Notice expressly indicates that there is a Contested Amount, the Indemnified Party and the Indemnifying Party shall attempt in good faith to agree upon the rights of the respective parties with respect to each of the indemnification claims that comprise the Contested Amount. If the Indemnified Party and the Indemnifying Party resolve such dispute, such resolution shall be binding on the Indemnified Party and the Indemnifying Party, and a written instruction stipulating the amount owed to the Indemnified Party (the “Stipulated Amount”) shall be signed by the Indemnified Party and the Indemnifying Party. Within five Business Days following the receipt of such written instruction (iii) a demand for payment of those Losses. (b) If the Indemnified Party seeks indemnity under this Article 8 or such shorter period as may be set forth in response to a claim or Proceeding by another Person not a party to this Agreement (a “Third Party Claim”such written instruction), then the Indemnified Party will give a Claim Notice to the Indemnifying Party within ten (10) days after the Indemnified Party has received notice or otherwise learns of the assertion of such Third Party Claim and will include in the Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other Person, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claim; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability under this Agreement except to the extent such delay or deficiency prejudices or otherwise adversely affects the rights of the Indemnifying Party with respect thereto. (c) In the event of a Third Party Claimif applicable, the Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory shall deliver to the Indemnified Party an amount equal to the Stipulated Amount to an account designated by giving to the Indemnified Party. (f) If no agreement can be reached by the Indemnified Party written notice and the Indemnifying Party after good faith negotiation for a period of its intention to assume control of the defense of 30 days (or such Third Party Claim; provided, however, that longer period as may be mutually agreed upon by the Indemnified Party may participate in and the defense of such Third Indemnifying Party), either the Indemnified Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below). (d) The party not controlling the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if or the Indemnifying Party assumes control may pursue any action to finally resolve such matter by any legally available means consistent with the provisions of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party Claim, then the reasonable fees and expenses of counsel to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense of the Third Party Claim (the “Controlling Party”) with such information as it may have with respect to the Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect theretoArticle VII. (e) The Indemnifying Party will not agree to any settlement of, or consent to the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnified Party; provided, however, that the consent of the Indemnified Party will not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Party.

Claim Procedure. (a) A party that seeks indemnity under this Article 8 9 (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain containing (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses. (b) If the Indemnified Party seeks indemnity under this Article 8 in response to a claim or Proceeding by another Person not a party to this Agreement (a “Third Party Claim”), then the Indemnified Party will give Within 10 days after delivery of a Claim Notice to the Indemnifying Party within ten (10) days after the Indemnified Party has received notice or otherwise learns of the assertion of such Third Party Claim and will include in the Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other PersonNotice, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claim; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve deliver to the Indemnified Party a written response in which the Indemnifying Party of any Liability under this Agreement except will either: (i) agree that the Indemnified Party is entitled to the extent such delay or deficiency prejudices or otherwise adversely affects the rights of receive from the Indemnifying Party with respect theretoall of the Losses at issue in the Claim Notice; or (ii) dispute the Indemnified Party’s entitlement to indemnification by delivering to the Indemnified Party a written notice (an “Objection Notice”) setting forth in reasonable detail each disputed item, the basis for each such disputed item and certifying that all such disputed items are being disputed in good faith. (c) In If the event Indemnifying Party fails to take either of a Third Party Claimthe foregoing actions within ten days after delivery of the Claim Notice, then the Indemnifying Party will be entitled deemed to participate have irrevocably accepted the Claim Notice and the Indemnifying Party will be deemed to have irrevocably agreed to pay the Losses at issue in the defense thereof and, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control of the defense of such Third Party Claim; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below)Notice. (d) The party not controlling the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if If the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party Claim, then the reasonable fees and expenses of counsel delivers an Objection Notice to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense within ten days after delivery of the Third Party Claim (Notice, then the “Controlling Party”) dispute may be resolved by any legally available means consistent with such information as it may have with respect to the Third Party Claim (including copies provisions of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect theretoSection 10.13. (e) If any Purchaser Indemnified Party is the Indemnified Party with respect to any claim for indemnification pursuant to this Article 9, the parties will contemporaneously deliver to the Escrow Agent copies of each Claim Notice and Objection Notice in connection with such claim. Any indemnification of the Purchaser Indemnified Parties finally resolved pursuant to Section 9.3(g) shall be satisfied (i) first by payment from the escrow fund established in accordance with the provisions of the Escrow Agreement until the funds contained in such escrow fund are exhausted or released and (ii) second, and only to the extent funds contained in such escrow fund are exhausted or released, by the Sellers, jointly and severally. Any indemnification of the Purchaser Indemnified Parties finally resolved pursuant to Section 9.3(g) shall be effected by wire transfer of immediately available funds from the escrow fund, until the funds contained in the escrow fund are exhausted or released, then from the Sellers to an account designated by the Purchaser. (f) Any indemnification of the Sellers pursuant to this Article 9 finally resolved pursuant to Section 9.3(g) shall be effected by wire transfer of immediately available funds to an account designated by the Sellers’ Representative. (g) The foregoing indemnification payments will be made within five business days after the date on which (i) the amount of such payments are determined by mutual agreement of the parties, (ii) the amount of such payments are determined pursuant to Section 9.3(c) if an Objection Notice has not been timely delivered in accordance with Section 9.3(b) or (iii) both such amount and the Indemnifying Party’s obligation to pay such amount have been determined by a final Judgment of a court having jurisdiction over such proceeding as permitted by Sections 10.12 if an Objection Notice has been timely delivered in accordance with Section 9.3(b). (h) For purposes of Section 9.3 and Section 9.4, if the Sellers comprise the Indemnifying Party, any references to the Indemnifying Party (except provisions relating to an obligation to make or a right to receive any payments) will not agree be deemed to any settlement of, or consent refer to the entry of any Judgment (other than a Judgment of dismissal on Sellers’ Representative, and if the merits without costs) arising from, any such Third Party Claim without the prior written consent of Sellers comprise the Indemnified Party; provided, however, that the consent of any references to the Indemnified Party (except provisions relating to an obligation to make or a right to receive any payments) will not be required if deemed to refer to the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying PartySellers’ Representative.

Claim Procedure. (a) A party that seeks indemnity under this Article 8 9 (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain containing (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses. (b) If the Indemnified Party seeks indemnity under this Article 8 in response to a claim or Proceeding by another Person not a party to this Agreement (a “Third Party Claim”), then the Indemnified Party will give Within 30 days after delivery of a Claim Notice to the Indemnifying Party within ten (10) days after the Indemnified Party has received notice or otherwise learns of the assertion of such Third Party Claim and will include in the Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other PersonNotice, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claim; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve deliver to the Indemnified Party a written response in which the Indemnifying Party will either: (i) agree that the Indemnified Party is entitled to receive all of any Liability under this Agreement except the Losses at issue in the Claim Notice; or (ii) dispute the Indemnified Party’s entitlement to indemnification by delivering to the extent Indemnified Party a written notice (an “Objection Notice”) setting forth in reasonable detail each disputed item, the basis for each such delay or deficiency prejudices or otherwise adversely affects the rights of the Indemnifying Party with respect theretodisputed item and certifying that all such disputed items are being disputed in good faith. (c) In If the event Indemnifying Party fails to take either of a Third Party Claimthe foregoing actions within 30 days after delivery of the Claim Notice, then the Indemnifying Party will be entitled deemed to participate have irrevocably accepted the Claim Notice and the Indemnifying Party will be deemed to have irrevocably agreed to pay the Losses at issue in the defense thereof and, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control of the defense of such Third Party Claim; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below)Notice. (d) The party not controlling the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if If the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party Claim, then the reasonable fees and expenses of counsel delivers an Objection Notice to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense within 30 days after delivery of the Third Party Claim (Notice, then the “Controlling Party”) dispute may be resolved by any legally available means consistent with such information as it may have with respect to the Third Party Claim (including copies provisions of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect theretoSection 10.12. (e) If any Purchaser Indemnified Party is the Indemnified Party with respect to any claim for indemnification pursuant to this Article 9, the parties will contemporaneously deliver to the Escrow Agent copies of each Claim Notice and Objection Notice in connection with such claim. (f) Any indemnification of the Purchaser Indemnified Parties pursuant to this Article 9 will first be satisfied by payment from the Escrow Account until the funds contained in such Escrow Account are exhausted or released, and then directly by the Seller and each Member (severally up to such Member’s pro rata portion of the Purchase Price based on its ownership percentage interest in the Seller) by wire transfer of immediately available funds from the Seller or the Members to an account designated by the Purchaser. (g) Any indemnification of the Seller pursuant to this Article 9 will be effected by wire transfer of immediately available funds to an account designated by the Seller. (h) The foregoing indemnification payments will be made within 5 business days after the date on which (i) the amount of such payments are determined by mutual agreement of the parties, (ii) the amount of such payments are determined pursuant to Section 9.3(c) if an Objection Notice has not been timely delivered in accordance with Section 9.3(b) or (iii) both such amount and the Indemnifying Party’s obligation to pay such amount have been finally determined by a final Judgment of a court having jurisdiction over such proceeding as permitted by Section 10.12 if an Objection Notice has been timely delivered in accordance with Section 9.3(b). (i) For purposes of Section 9.3 and Section 9.4, if the Seller or the Members comprise the Indemnifying Party, any references to the Indemnifying Party (except provisions relating to an obligation to make or a right to receive any payments) will not agree be deemed to any settlement of, or consent refer to the entry of any Judgment (other than a Judgment of dismissal on Selling Parties Representative, and if the merits without costs) arising from, any such Third Party Claim without the prior written consent of Seller comprises the Indemnified Party; provided, however, that the consent of any references to the Indemnified Party (except provisions relating to an obligation to make or a right to receive any payments) will not be required if deemed to refer to the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying PartySelling Parties Representative.

Claim Procedure. (a) A party that seeks indemnity under this Article 8 VI (an “Indemnified Party”) will give shall deliver a written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) whether (and the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(bEscrow Agent, as applicable). The Each Claim Notice must shall: (a) state that the Indemnified Party believes in good faith that such Indemnified Party is entitled to indemnification under Section 6.1 or Section 6.3 of the Purchase Agreement, as applicable; (b) contain a reasonable explanation of the basis for the Indemnified Party’s claim; (ic) contain a description description, and, if known, a non-binding, preliminary, good faith estimate of the estimated amount of any Losses Damages incurred or reasonably expected to be incurred by the Indemnified Party (the aggregate amount of such estimate referred to as the “Claimed Amount”); and (d) contain a demand for payment of the Claimed Amount. (b) During the 30 Business Day period commencing upon the receipt by the Indemnifying Party of the Claim Notice (the “Dispute Period”), the Indemnifying Party may deliver to the Indemnified Party (and to the Escrow Agent, as applicable) a written response (the “Response Notice”) in which the Indemnifying Party: (a) agrees that the full Claimed Amount is owed to the Indemnified Party; (b) agrees that part, but not all, of the Claimed Amount is owed to the Indemnified Party; or (iic) indicates that no part of the Claimed Amount is owed to the Indemnified Party. If the Response Notice is delivered in accordance with clause “(b)” or “(c)” of the preceding sentence, the Response Notice shall also contain a reasonable explanation of the basis for facts and circumstances supporting the Claim Notice Indemnifying Party’s claim that some or all of the Claimed Amount is not owed to the extent Indemnified Party (any part of the facts Claimed Amount that is not agreed by the Indemnifying Party to be owed to the Indemnified Party pursuant to the Response Notice is referred to as the “Contested Amount”). If a Response Notice is not received by the Indemnified Party prior to the expiration of the Dispute Period, then known the Indemnifying Party shall be conclusively deemed to have agreed that the full Claimed Amount is owed to the Indemnified Party. (c) If the Indemnifying Party in its Response Notice agrees that the full Claimed Amount is owed to the Indemnified Party, or if no Response Notice is received by the Indemnified Party prior to the expiration of the Dispute Period, the Indemnifying Party (or the Escrow Agent, in the event that (i) the Indemnified Party is a Purchaser Indemnitee and (ii) the Escrow Account has been funded) shall, within five Business Days following the receipt of such Response Notice or the expiration of the Dispute Period, deliver to the Indemnified Party in cash an amount equal to the full Claimed Amount to an account designated by the Indemnified Party and (iii) a demand for payment in accordance with the terms of those Lossesthe Escrow Agreement, if applicable. (bd) If the Indemnifying Party in its Response Notice agrees that part, but not all, of the Claimed Amount is owed to the Indemnified Party seeks indemnity under this Article 8 in response to a claim or Proceeding by another Person not a party to this Agreement (a the “Third Party ClaimAgreed Amount”), then the Indemnified Party will give a Claim Notice to the Indemnifying Party within ten (10) days after or the Indemnified Party has received notice or otherwise learns of the assertion of such Third Party Claim and will include Escrow Agent, in the Claim Notice event that (i) the facts constituting the basis for such Third Indemnified Party Claim and the amount of the damages claimed by the other Person, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) is a Purchaser Indemnitee and (ii) the assertion Escrow Account has been funded) shall, within five Business Days following the receipt of the claim or the notice of the commencement of any Proceeding relating such Response Notice, deliver to such Third Party Claim; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability under this Agreement except cash an amount equal to the extent such delay or deficiency prejudices or otherwise adversely affects the rights of the Indemnifying Party with respect thereto. (c) In the event of a Third Party Claim, the Indemnifying Party will be entitled full Agreed Amount within five Business Days to participate in the defense thereof and, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory to an account designated by the Indemnified Party by giving to and in accordance with the Indemnified Party written notice of its intention to assume control terms of the defense of such Third Party Claim; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below). (d) The party not controlling the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. HoweverEscrow Agreement, if the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party Claim, then the reasonable fees and expenses of counsel to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense of the Third Party Claim (the “Controlling Party”) with such information as it may have with respect to the Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect theretoapplicable. (e) The Indemnifying Party will not agree to If any settlement ofResponse Notice expressly indicates that there is a Contested Amount, or consent to the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnified Party; provided, however, that the consent of the Indemnified Party will not be required if and the Indemnifying Party agrees shall attempt in writing good faith to pay any amounts payable pursuant agree upon the rights of the respective parties with respect to such settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release each of the indemnification claims that comprise the Contested Amount. If the Indemnified Party from further Liability. The and the Indemnifying Party resolve such dispute, such resolution shall be binding on the Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of and the Indemnifying Party, and a written instruction stipulating the amount owed to the Indemnified Party (the “Stipulated Amount”) shall be signed by the Indemnified Party and the Indemnifying Party. Within five Business Days following the receipt of such written instruction (or such shorter period as may be set forth in such written instruction), if applicable, the Indemnifying Party (or the Escrow Agent, in the event that (i) the Indemnified Party is a Purchaser Indemnitee and (ii) the Escrow Account has been funded) shall deliver to the Indemnified Party an amount equal to the Stipulated Amount to an account designated by the Indemnified Party and in accordance with the terms of the Escrow Agreement, if applicable. (f) If no agreement can be reached by the Indemnified Party and the Indemnifying Party after good faith negotiation for a period of 30 days (or such longer period as may be mutually agreed upon by the Indemnified Party and the Indemnifying Party), either the Indemnified Party or the Indemnifying Party may pursue any action to finally resolve such matter by any legally available means consistent with the provisions of Article VII.

Claim Procedure. (a) A party Party that seeks indemnity under this Article 8 V (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the party Party from whom indemnification is sought (an “Indemnifying Party”) ), whether the Losses Damages sought arise from matters solely between the parties Parties or from Third Party Claims described in Section 8.3(b)Third‑Party Claims. The Claim Notice must contain (i) a description and, if known, the estimated amount (the “Claimed Amount”) of any Losses Damages incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party Party, and (iii) a demand for payment of those Losses. (b) If the Indemnified Party seeks indemnity under this Article 8 in response to a claim or Proceeding by another Person not a party to this Agreement (a “Third Party Claim”), then the Indemnified Party will give a Claim Notice to the Indemnifying Party within ten (10) days after the Indemnified Party has received notice or otherwise learns of the assertion of such Third Party Claim and will include in the Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other Person, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claim; provided, however, that no Damages. No delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability under this Agreement or obligation hereunder except to the extent of any Damages caused by or arising out of such delay or deficiency prejudices or otherwise adversely affects the rights deficiency. (b) Within 45 days after delivery of a Claim Notice that does not involve a Third‑Party Claim, the Indemnifying Party will deliver to the Indemnified Party a written response in which the Indemnifying Party will either: (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount and, in which case, the Indemnifying Party will pay the Claimed Amount in accordance with respect theretoa payment and distribution method reasonably acceptable to the Indemnified Party; or (ii) dispute that the Indemnified Party is entitled to receive all or any portion of the Claimed Amount, in which case, the Parties will resort to the dispute resolution procedures set forth in Article VII. (c) In the event of a Third Party Claim, the Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control of the defense of such Third Party Claim; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below). (d) The party not controlling the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and disputes the Indemnified Party have conflicting interests or different defenses available with respect to Claimed Amount, as soon as practicable but in no event later than 15 days after the Third Party Claim, then the reasonable fees and expenses of counsel to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense receipt of the Third Party Claim (notice referenced in Section 5.5(b)(ii), the “Controlling Party”) Parties will begin the process to resolve the matter in accordance with the dispute resolution provisions of Article VII. Upon ultimate resolution thereof, the Parties will take such actions as are reasonably necessary to comply with such information as it may have with respect to the Third Party Claim (including copies terms of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claimresolution. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect thereto. (e) The Indemnifying Party will not agree to any settlement of, or consent to the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnified Party; provided, however, that the consent of the Indemnified Party will not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Party.Exhibit 2.1

Claim Procedure. (a) A party Purchaser Indemnified Party that seeks indemnity under this Article 8 (an “Indemnified Party”) VIII will give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain Shareholder Representative containing (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the such Purchaser Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the such Purchaser Indemnified Party and (iii) a demand for payment of those Losses. If, in the judgment of the Purchaser Indemnified Party, the facts underlying such Claim Notice concern a single Shareholder, such Shareholder will be provided with a courtesy copy of such Claim Notice at such address that the Purchaser Indemnified Party determines after a reasonably inquiry. (b) If Within 60 days after delivery of a Claim Notice, the Shareholder Representative will deliver to the Purchaser Indemnified Party seeks indemnity under this Article 8 a written response in response to a claim or Proceeding by another Person not a party to this Agreement which the Shareholder Representative will either: (a “Third Party Claim”), then i) agree that the Purchaser Indemnified Party will give a Claim Notice is entitled to the Indemnifying Party within ten (10) days after the Indemnified Party has received notice or otherwise learns receive all of the assertion of such Third Party Claim and will include Losses at issue in the Claim Notice Notice; or (iii) dispute the facts constituting Purchaser Indemnified Party’s entitlement to indemnification by delivering to the Purchaser Indemnified Party a written notice (an “Objection Notice”) setting forth in reasonable detail each disputed item, the basis for each such Third Party Claim disputed item and the amount of the damages claimed by the other Person, certifying that all such disputed items are being disputed in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claim; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability under this Agreement except to the extent such delay or deficiency prejudices or otherwise adversely affects the rights of the Indemnifying Party with respect theretogood faith. (c) In If the event Shareholder Representative fails to take either of a Third Party Claimthe foregoing actions within 60 days after delivery of the Claim Notice, then the Indemnifying Party Shareholders will be entitled deemed to participate have irrevocably accepted the Claim Notice and the Shareholders will be deemed to have irrevocably agreed to pay the Losses at issue in the defense thereof and, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control of the defense of such Third Party Claim; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below)Notice. (d) The party not controlling If the defense Shareholder Representative delivers an Objection Notice to the Purchaser Indemnified Party within 60 days after delivery of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party ClaimNotice, then the reasonable fees and expenses of counsel to the Indemnified Party dispute will be considered as “Losses” for purposes resolved in accordance with the provisions of this AgreementSection 11.8. The Non-controlling Party will furnish the party controlling the defense of the Third Party Claim (the “Controlling Party”) with such information as it may have with respect to the Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect thereto.-57- (e) The Indemnifying Party foregoing indemnification payments will not agree to any settlement of, or consent to be made within five Business Days after the entry date on which (i) the amount of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent payments are determined by mutual agreement of the Indemnified Party; providedparties, however, that (ii) the consent amount of such payments are determined pursuant to Section 8.5(c) if an Objection Notice has not been timely delivered in accordance with Section 8.5(b) or (iii) both such amount and the Indemnified Party will not be required if the Indemnifying Party agrees in writing Shareholders’ obligation to pay any amounts payable pursuant to such settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release of amount have been determined in accordance with Section 8.5(d) if an Objection Notice has been timely delivered in accordance with Section 8.5(b) (the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Party“Settlement Date”).

Claim Procedure. (a) A party that seeks indemnity under this Article 8 9 (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain containing (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses. (b) If the Indemnified Party seeks indemnity under this Article 8 in response to a claim or Proceeding by another Person not a party to this Agreement (a “Third Party Claim”), then the Indemnified Party will give Within 30 days after delivery of a Claim Notice to the Indemnifying Party within ten (10) days after the Indemnified Party has received notice or otherwise learns of the assertion of such Third Party Claim and will include in the Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other PersonNotice, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claim; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve deliver to the Indemnified Party a written response in which the Indemnifying Party will either: (i) agree that the Indemnified Party is entitled to receive all of any Liability under this Agreement except the Losses at issue in the Claim Notice; or (ii) dispute the Indemnified Party’s entitlement to indemnification by delivering to the extent Indemnified Party a written notice (an “Objection Notice”) setting forth in reasonable detail each disputed item, the basis for each such delay or deficiency prejudices or otherwise adversely affects the rights of the Indemnifying Party with respect theretodisputed item and certifying that all such disputed items are being disputed in good faith. (c) In If the event Indemnifying Party fails to take either of a Third Party Claimthe foregoing actions within 30 days after delivery of the Claim Notice, then the Indemnifying Party will be entitled deemed to participate in have refused the defense thereof and, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control of the defense of such Third Party Claim; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below)Notice. (d) The party not controlling the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if If the Indemnifying Party assumes control delivers an Objection Notice or fails to notify the acceptance of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party Claim, then the reasonable fees and expenses of counsel Claim Notice to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense within 30 days after delivery of the Third Party Claim (Notice, then the “Controlling Party”) dispute may be resolved by any legally available means consistent with such information as it may have with respect to the Third Party Claim (including copies provisions of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect theretoSection 10.11. (e) The Indemnifying Party will not agree to any settlement of, or consent to the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnified Party; provided, however, that the consent of the Indemnified Party will not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Party.

Claim Procedure. (a) A party Party that seeks indemnity under this Article 8 XI (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the party Party from whom indemnification is sought (an “Indemnifying Party”) whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain containing (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, ; (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and Party; and, (iii) a demand for payment of those Losses. (a) Within thirty (30) days after delivery of a Claim Notice, the Indemnifying Party will deliver to the Indemnified Party a written response in which the Indemnifying Party will either: (i) agree that the Indemnified Party is entitled to receive all of the Losses at issue in the Claim Notice; or (ii) dispute the Indemnified Party’s entitlement to indemnification by delivering to the Indemnified Party a written notice (an “Objection Notice”) setting forth in reasonable detail each disputed item, the basis for each such disputed item and certifying that all such disputed items are being disputed in good faith. (b) If the Indemnified Party seeks indemnity under this Article 8 in response to a claim or Proceeding by another Person not a party to this Agreement (a “Third Party Claim”), then the Indemnified Party will give a Claim Notice to the Indemnifying Party fails to take either of the foregoing actions within ten thirty (1030) days after the Indemnified Party has received notice or otherwise learns delivery of the assertion of such Third Party Claim and will include in the Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other PersonNotice, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claim; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve be deemed to have irrevocably accepted the Claim Notice and the Indemnifying Party of any Liability under this Agreement except will be deemed to have irrevocably agreed to pay the extent such delay or deficiency prejudices or otherwise adversely affects Losses at issue in the rights of the Indemnifying Party with respect theretoClaim Notice. (c) In the event of a Third Party Claim, If the Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory delivers an Objection Notice to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control within thirty (30) days after delivery of the defense Claim Notice, then the dispute may be resolved by any legally available means consistent with the provisions of such Third Party Claim; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below)this Agreement. (d) The party not controlling the defense Any indemnification pursuant to this Article XI will be effected by wire transfer of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if the Indemnifying Party assumes control of such defense as permitted above and immediately available funds to an account designated by the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party Claim, then the reasonable fees and expenses of counsel to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense of the Third Party Claim (the “Controlling Party”) with such information as it may have with respect to the Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect thereto. (e) The Indemnifying Party foregoing indemnification payments and transfers will not agree to any settlement of, or consent to be made within five (5) business days after the entry date on which (i) the amount of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent payments are determined by mutual agreement of the Indemnified PartyParties; provided, however, that (ii) the consent amount of the Indemnified Party will not be required if the Indemnifying Party agrees in writing to pay any amounts payable such payments are determined pursuant to Section 11.3(b) if an Objection Notice has not been timely delivered in accordance with Section 11.3(a); or, (iii) both such settlement or any Judgment amount and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Party’s obligation to pay such amount have been finally determined by a final judgment of a court having jurisdiction over such proceeding (the “Final Determination”) if an Objection Notice has been timely delivered in accordance with Section 11.3(b).

Claim Procedure. If a claim for Losses (a) A party that seeks indemnity under this Article 8 (an a “Indemnified PartyClaim”) will is to be made by an indemnified party, such indemnified party shall give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain (i) a description andSeller, if knownin the case of indemnification pursuant to Section 7.02(A), the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, and (ii) a reasonable explanation Purchaser, in the case of indemnification pursuant to Section 7.02(B) (the basis recipient of such notice referred to below as the “indemnifying party”), in either case promptly after such indemnified party becomes aware of any fact, condition or event which may give rise to Losses for the Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses. (b) If the Indemnified Party seeks indemnity which indemnification may be sought under this Article 8 in response Section 7.02. If any lawsuit or other action is filed or instituted against any indemnified party with respect to a claim matter subject to indemnity hereunder, including any pending or Proceeding by another Person not a threatened Tax audit or assessment for which the indemnified party may have liability pursuant to this Agreement (a “Third Party Tax Claim”), then the Indemnified notice thereof (a “Third Party will give a Claim Notice Notice”) shall be given to the Indemnifying Party within ten (10) days after the Indemnified Party has received notice or otherwise learns of the assertion of such Third Party Claim and will include in the Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other Person, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third indemnifying party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or the notice of the commencement as promptly as reasonably practicable. The failure of any Proceeding relating indemnified party to give timely notice hereunder shall not affect such Third Party Claim; providedindemnified party’s rights to indemnification hereunder, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability under this Agreement except to the extent such delay or deficiency failure materially prejudices the indemnifying party’s ability to defend such Claim or otherwise adversely affects the rights of the Indemnifying Party with respect thereto. (c) In the event mitigate any Losses resulting therefrom. After receipt of a Third Party ClaimNotice, the Indemnifying Party will be entitled indemnifying party shall have the right by providing written notice acknowledging such indemnifying party’s obligation to participate indemnify the indemnified party (subject to the limitations contained in the defense thereof and, if it so chooses, assume at any time this Agreement) to (i) take control of the defense thereof with counsel reasonably satisfactory and investigation of such lawsuit or action, (ii) employ and engage attorneys of its own choice (subject to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control approval of the indemnified party, such approval not to be unreasonably withheld) to handle and defend the same, at the indemnifying party’s sole cost, risk and expense, and (iii) compromise or settle such claim, which compromise or settlement shall be made only with the written consent of the indemnified party, such consent not to be unreasonably withheld; provided, that such consent will not be required if such settlement includes an unconditional release of the indemnified party and otherwise provides solely for payment of monetary damages for which the indemnified party will be indemnified in full. In determining whether consent is unreasonably withheld or conditioned with respect to any proposed settlement by either party under this subsection, the merits of the matters at issue shall be considered (and thus it shall not be reasonable for a party to withhold consent if, for example, the merits clearly favor the settlement position for which consent is requested), as well as the relative amount of Losses at issue. The indemnified party shall, at the expense of the indemnifying party, cooperate in all reasonable respects with the indemnifying party and such attorneys in the investigation, trial and defense of such Third Party lawsuit or action and any appeal arising therefrom; and the indemnified party may, at its sole cost and expense, further participate in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom, with such participation including with respect to any Tax Claim, the indemnified party having an opportunity to comment on any written materials prepared in connection with such Tax Claim and attending any proceedings, conferences and meetings with representatives of any Governmental Authority relating to any such Tax Claim; provided, however, that the Indemnified Party indemnifying party shall bear the reasonable fees, costs and expenses of one separate counsel for the indemnified party in each jurisdiction (and shall pay such fees, costs and expenses at least quarterly) if, but only if, the indemnified party shall have reasonably concluded that (x) there may participate be a conflict of interest (including one or more legal defenses or counterclaims available to it or to other indemnified parties which are different from or additional to those available to the indemnifying party) that would make it inappropriate in the reasonable judgment of the indemnified party (upon and in conformity with the advice of counsel) for the same counsel to represent both the indemnified party and the indemnifying party or (y) the claim seeks non-monetary relief which, if granted, could adversely affect the indemnified party or its Affiliates. If the indemnifying party fails to assume the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(dclaim within thirty (30) below). (d) The party not controlling the defense days after receipt of the Third Party Claim Notice (or such earlier date, if the failure to assume the defense on such earlier date would materially impair the ability of such indemnified party to defend such claim), the indemnified party against which such claim has been asserted will (upon delivering notice to such effect to the indemnifying party) have the right to undertake the defense, compromise or settlement of such claim (the “Non-controlling Party”costs and expenses of which defense shall be paid by the indemnifying party) may and the indemnifying party shall have the right to participate in the defense thereof therein at its own expense. However, if the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party Claim, then the reasonable fees and expenses of counsel to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense of the Third Party Claim (the “Controlling Party”) with such information as it may have with respect to the Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect thereto. (e) The Indemnifying Party will not agree to any settlement of, or consent to the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnified Partycost; provided, however, that, prior to the time that the consent of indemnifying party assumes the Indemnified Party will defense hereunder, the indemnified party may take such actions as are necessary so that its ability to defend such claim is not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Partymaterially impaired.

Claim Procedure. (a) A party that seeks indemnity under this Article 8 X (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain containing (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses. (b) If the Indemnified Party seeks indemnity under this Article 8 in response to a claim or Proceeding by another Person not a party to this Agreement Within thirty (a “Third Party Claim”), then the Indemnified Party will give a Claim Notice to the Indemnifying Party within ten (1030) days after the Indemnified Party has received notice or otherwise learns delivery of the assertion of such Third Party a Claim and will include in the Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other PersonNotice, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claim; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve deliver to the Indemnified Party a written response in which the Indemnifying Party will either: (i) agree that the Indemnified Party is entitled to receive all of any Liability under this Agreement except the Losses at issue in the Claim Notice; or (ii) dispute the Indemnified Party’s entitlement to indemnification by delivering to the extent Indemnified Party a written notice (an “Objection Notice”) setting forth in reasonable detail each disputed item, the basis for each such delay or deficiency prejudices or otherwise adversely affects the rights of the Indemnifying Party with respect theretodisputed item and certifying that all such disputed items are being disputed in good faith. (c) In If the event Indemnifying Party fails to take either of a Third Party Claimthe foregoing actions within thirty (30) days after delivery of the Claim Notice, then the Indemnifying Party will be entitled deemed to participate have irrevocably accepted the Claim Notice and the Indemnifying Party will be deemed to have irrevocably agreed to pay the Losses at issue in the defense thereof and, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control of the defense of such Third Party Claim; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below)Notice. (d) The party not controlling the defense of the Third Party Claim (the “Non-controlling Party”) may participate in the defense thereof at its own expense. However, if If the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to the Third Party Claim, then the reasonable fees and expenses of counsel delivers an Objection Notice to the Indemnified Party will be considered as “Losses” for purposes of this Agreement. The Non-controlling Party will furnish the party controlling the defense within thirty (30) days after delivery of the Third Party Claim (Notice, then the “Controlling Party”) dispute may be resolved by any legally available means consistent with such information as it may have with respect to the Third Party Claim (including copies provisions of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party and its counsel in the defense of such Third Party Claim. The Controlling Party will keep the Non-controlling Party reasonably advised of the status of such Third Party Claim and will consider in good faith recommendations made by the Non-controlling Party with respect theretoSection 11.12. (e) The Indemnifying Party will not agree to any settlement of, or consent to the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent Any indemnification of the Purchaser Indemnified Party; providedParties pursuant to this Article X will be effected by wire transfer of immediately available funds from the Seller to an account designated by the Purchaser, however, that the consent and any indemnification of the Indemnified Party will not be required if the Indemnifying Party agrees in writing to pay any amounts payable Seller pursuant to this Article X will be effected by wire transfer of immediately available funds to an account designated by the Seller. (f) The foregoing indemnification payments will be made within five (5) Business Days after the date on which (i) the amount of such settlement or any Judgment and such settlement or Judgment includes a full, complete and unconditional release payments are determined by mutual agreement of the Indemnified Party from further Liability. The Indemnified Party will parties, (ii) the amount of such payments are determined pursuant to Section 10.03(c) if an Objection Notice has not agree to any settlement of, been timely delivered in accordance with Section 10.03(b) or the entry of any Judgment (other than a Judgment of dismissal on the merits without costsiii) arising from, any both such Third Party Claim without the prior written consent of amount and the Indemnifying Party’s obligation to pay such amount have been finally determined by a final Governmental Order of a court having jurisdiction over such proceeding as permitted by Section 11.12 if an Objection Notice has been timely delivered in accordance with Section 10.03(b).