Common use of Claims Clause in Contracts

Claims. Any action on account of a Loss (a “Claim”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description of the nature of the Claim and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving party.

Claims. Any action on account (a) At the time when any Indemnified Party learns of a Loss any potential claim under this Agreement (a “Claim”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent against an indemnifying party, it will promptly give written notice (a “Notice of ClaimClaim Notice”) which sets forth (i) a brief description of to the nature of indemnifying party; provided that the Claim and (ii) failure to so notify the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will indemnifying party shall not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations prevent recovery under this Article XIAgreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate of the amount of Losses arising therefrom. The Indemnified Party shall deliver to the indemnifying party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (and only including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent thatthat the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article VI as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) such failure has adversely affected The indemnifying party shall be entitled, at its own expense, to elect in accordance with Section 6.04 below, to assume and control the ability defense of any Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by the indemnifying party and reasonably acceptable to the Indemnified Party, if it gives written notice of its intention to do so to the Indemnified Party within thirty (30) days of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of applicable Claim to investigate Notice; provided, however, that the matter or circumstance alleged to give rise to Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New Yorkforegoing, in the English language. The arbitrator’s fees will be split equally between event that the parties indemnifying party exercises the right to undertake any such defense against a Third-Party Claim, the Indemnified Party shall cooperate with the indemnifying party in such defense and make available to the arbitration indemnifying party, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or settlement of such Third-Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the arbitration will be responsible for business of the payment Indemnified Party that is party to such claim or any of its own costsAffiliates. Notwithstanding the foregoing, attorneys’ fees, expert fees and all if the compromise or settlement of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will such Third-Party Claim could reasonably be final and binding as expected to all matters of substance and procedure and may be enforced by an ex parte petition to adversely affect the Supreme Court status of the State REIT as a real investment trust within the meaning of New YorkSection 856 of the Code, County of New York, then the REIT shall make such decision to compromise or any court having jurisdiction over settle the nonThird-moving partyParty Claim without the need to obtain Two Harbors’ consent.

Claims. Any action on account Each Eagle Indemnified Party and Sandoz Indemnified Party (“Indemnified Party”) agrees to give the indemnifying party prompt written notice of any matter upon which such Indemnified Party intends to base a Loss claim for indemnification (a an “Indemnity Claim”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description of the nature of the Claim and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI15. In the event that an Indemnity Claim is brought or made against both parties, except to then each party will have the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated right to be greater than such damages would have been had represented by counsel at its own expense. Notwithstanding the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New Yorkforegoing, in the English languageevent that such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Eagle will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Eagle. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.2 hereof, then Sandoz will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Sandoz. The arbitrator’s fees Indemnified Party will be split equally between the parties make available to the arbitration indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the arbitration will be responsible for the payment other party such assistance as it may reasonably require in order to ensure proper and adequate defense of its own costsany such suit, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitrationclaim or proceeding. The arbitrator’s decision indemnifying party will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to obtain the Supreme Court written consent of the State Indemnified Party prior to settling, ceasing to defend or otherwise disposing of New York, County any Indemnity Claim if as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief or the business of New York, or the Indemnified Party would be adversely affected in any court having jurisdiction over the non-moving partymanner whatsoever.

Claims. Any action on account (a) Upon receipt by an Indemnified Party of notice of a Loss Third Party Claim with respect to a matter for which such Indemnified Party is indemnified under this ARTICLE IX which has given, or is reasonably expected to give, rise to a claim for Losses, the Indemnified Party shall as soon as practicable, in the case of a Banco de Chile Indemnified Party, notify Citi, and, in the case of a Citi Indemnified Party, notify Banco de Chile (a Citi or Banco de Chile, as the case may be, the “ClaimIndemnifying Party”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description of ), in writing, indicating the nature of the such Third Party Claim and (ii) the total amount of basis therefor; provided, however, that any delay or failure by the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure Indemnified Party to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except notice to the extent (and Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent thatextent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3. (b) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would The Indemnifying Party shall have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty ten (2010) calendar days Business Days after its receipt of notice to elect, at its option, to assume and control the Notice of Claim to investigate the matter or circumstance alleged to give rise to the defense of, at its own expense and by its own counsel, any such Third Party Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information be entitled to assert any and access to Persons or records as Parent may reasonably request. If Parent does not respond all defenses available to the Notice of Claim within Indemnified Party to the fullest extent permitted under the applicable Law. (c) If the Indemnifying Party shall undertake to compromise any such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Third Party Claim, it shallshall promptly, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, but in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement any event within ten (10) calendar days after Business Days of the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed) unless the relief consists solely of money Losses to be paid by the HL Representative Indemnifying Party and includes a provision whereby the plaintiff or Company Shareholder Representativeclaimant in the matter releases the Banco de Chile Indemnified Parties or Citi Indemnified Parties, as applicable, from all liability with respect thereto. (d) Notwithstanding an election by the Indemnifying Party to assume the defense of any action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such rejection noticeaction or proceeding, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If Indemnifying Party shall bear the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other reasonable fees, costs and expenses of such separate counsel if (i) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any arbitration. The arbitratorevent, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. (f) If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s decision will be final and binding as expense, to all matters of substance and procedure and may be enforced by an ex parte petition to defend such Third Party Claim; provided, however, that the Supreme Court Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent of the State of New York, County of New York, Indemnifying Party (which consent will not be unreasonably withheld or any court having jurisdiction over the non-moving partydelayed).

Claims. Any action on account Upon receipt by an Indemnified Party of notice of any action, suit, proceedings, claim, demand or assessment made or brought by an unaffiliated third party (a "Third Party Claim") with respect to a matter for which such Indemnified Party is indemnified under this Article X which has or is expected to give rise to a claim for Losses, the Indemnified Party shall promptly, in the case of a Loss Purchaser Indemnified Party, notify Parent and in the case of a Sellers Indemnified Party, notify Purchaser (a “Claim”) Parent or Purchaser, as the case may be asserted be, the "Indemnifying Party"), in writing, indicating the nature of such Third Party Claim and the basis therefor; provided, however, that any delay or failure by the HL Representative on behalf Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of any HL Indemnitee its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent failure. Such written notice (a “Notice of Claim”) which sets forth shall (i) describe such Third Party Claim in reasonable detail as is practicable including the sections of this Agreement which form the basis for such claim; provided that the failure to identify a brief description of particular section in such notice shall not preclude the nature of the Claim and Indemnified Party from subsequently identifying such section as a basis for such claim, (ii) attach copies of all material written evidence thereof and (iii) set forth the total estimated amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which Losses that have been or may be reasonably incurred in connection therewith)sustained by an Indemnified Party. Failure The Indemnifying Party shall have thirty (30) days after receipt of notice to give prompt Notice of Claim or elect, at its option, to provide copies of relevant available documents or to furnish relevant available data will not constitute a assume and control the defense (in whole or in part) to of, at its own expense and by its own counsel, any such Third Party Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except shall be entitled to assert any and all defenses available to the extent (and only Indemnified Party to the fullest extent that) permitted by applicable Law. If the Indemnifying Party shall undertake to compromise or defend any such failure has adversely affected Third Party Claim, it shall promptly notify the ability Indemnified Party of the Indemnitors its intention to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claimdo so, and the HL Representative Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or Company Shareholder Representativedefense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed), unless the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Purchaser Indemnified Parties or the Sellers Indemnified Parties, as applicable, from all liability with respect thereto. Notwithstanding an election to assume the defense of such action or proceeding, the Indemnified Party shall reasonably assist have the right to employ separate counsel and to participate in the defense of such investigation by giving such information and access to Persons action or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claimproceeding, and such acceptance will be binding on the Indemnitor. If Parent rejects Indemnifying Party shall bear the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other reasonable fees, costs and expenses of such separate counsel if the (A) Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (B) Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party's expense. In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this Article X and keep such Persons informed of all developments relating to any such Third Party Claims, and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party's cooperation shall be borne by the Indemnifying Party. In any arbitrationevent, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. The arbitrator’s decision will be final and binding as If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to all matters of substance and procedure and defend such Third Party Claim or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may be enforced by an ex parte petition have hereunder, at the Indemnifying Party's expense, to defend such Third Party Claim; provided, however, that the Supreme Court Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent of the State of New York, County of New York, Indemnifying Party (which consent will not be unreasonably withheld or any court having jurisdiction over the non-moving partydelayed).

Claims. Any action on account of In case any Claim is brought by a Loss third party for which a party (a the “ClaimIndemnifying Party”) may be asserted by is required to indemnify the HL Representative on behalf other party (the “Indemnified Party”) pursuant to this Section 8, the Indemnified Party shall provide prompt written notice thereof to the Indemnifying Party (provided, however, that any failure or delay in notice shall not excuse the Indemnified Party of its obligations hereunder) of such Claim, and the Indemnifying Party shall assume the defense of such Claim. The parties shall cooperate reasonably with each other in the defense of any HL Indemnitee or by Claim, including making available (under seal if desired, and if allowed) all records reasonably necessary to the Company Shareholder Representative on behalf defense of such Claim, and the Indemnified Party shall have the right to participate in the defense of such Claim with counsel of its own choosing at its own expense. The Indemnifying Party shall not enter into any settlement of any Company Indemnitee Claim without the prior written consent of the Indemnified Party (such consent not to be unreasonably withheld) if Indemnified Party’s rights would be directly and materially impaired thereby. Without limiting the foregoing, in the event of any Claim or threatened Claim of infringement involving a portion of any Software and/or Services provided by giving Parent written notice Synacor or the Client Materials, the Indemnifying Party may (a “Notice of Claim”) which sets forth at such party’s option): (i) a brief description procure the right or license for the Indemnified Party to continue to use and otherwise exploit in accordance with the terms hereof such portion of the nature Software and/or Services or Client Materials, as the case may be, on commercially reasonable license terms; or (ii) modify or alter (to the extent that the Indemnifying Party has rights to so modify or alter), or delete any such portion of the Claim Software and/or Services or Client Materials, as the case may be, so as to make such portion non-infringing while maintaining substantially comparable functionalities and capabilities of such parts of the Software and/or Services or Client Materials, as the case may be, that are material to the Indemnified Party’s then-current or demonstrably anticipated use hereunder. If options (i) and (ii) the total amount of the actual out-of-pocket Loss are not available on commercially reasonable terms, either party may terminate this Agreement or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim rights and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice licenses granted hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and if it is the HL Representative Synacor Software or Company Shareholder RepresentativeServices that are infringing, as applicable, shall reasonably assist such investigation by giving such information Synacor will provide reasonable assistance to Client to remove and access to Persons or records as Parent may reasonably request. If Parent does not respond to replace the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partyinfringing item.

Claims. Any action on account As promptly as is reasonably practicable after becoming aware of a Loss claim for indemnification under this Agreement not involving a claim, or the commencement of any suit, action or Proceeding, of the type described in Section 12.7, the Indemnified Person shall give written notice to the Indemnifying Person of such claim, which notice shall specify the material facts alleged to constitute the basis for such claim, including, if applicable, the representations, warranties, covenants and obligations alleged to have been breached, if known, and the amount (a “Claim”if known) that the Indemnified Person seeks hereunder from the Indemnifying Person, together with such information (to the extent known by the Indemnified Person) as may be asserted by necessary for the HL Representative on behalf of any HL Indemnitee Indemnifying Person to determine that the limitations in Section 12.4 have been satisfied or by do not apply; provided, that, the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description failure of the nature of the Claim and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure Indemnified Person to give prompt Notice such notice shall not relieve the Indemnifying Person of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or its obligations under this Article XI, XII except to the extent (if any) that the Indemnifying Person demonstrates that it has been prejudiced thereby. Unless it would reasonably be expected that the Indemnified Person will be prejudiced by such two-week delay, for a period of at least two weeks from the date the Indemnifying Person receives the written notice of a claim pursuant to this Section 12.6, the Indemnified Person and only the Indemnifying Person shall consult with each other regarding resolution of such claim and attempt to the extent that) resolve such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are claim; provided that neither party shall be obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after take or refrain from taking any action to enforce its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partyrights.

Claims. Any action on account (a) All claims for indemnification by an Indemnified Party pursuant to this Section 14 shall be made in accordance with the provisions of this Section 14 and, if applicable, the Escrow Agreement. (b) If an Indemnified Party has incurred or suffered Damages for which it is entitled to indemnification under this Section 14, such Indemnified Party shall, prior to the expiration of the representation, warranty, covenant or agreement to which such claim relates, give prompt written notice of such claim (a "Claim Notice") to the Stockholders' Representatives, in the case of a Loss claim by a LeukoSite Indemnified Party, or to LeukoSite, in the case of a claim by a Company Indemnified Party (the Stockholders or LeukoSite, as the case may be, the "Indemnifying Party"). Each Claim Notice shall state the amount of claimed Damages (the "Claimed Amount"), if known, and the basis for such claim. (c) Within 20 days after delivery of a “Claim”Claim Notice, the Indemnifying Party (who for purposes of this Section 14 shall be represented by the Stockholders' Representatives in the case of a claim by a LeukoSite Indemnified Party) shall provide to the Indemnified Party a written response (the "Response Notice") in which the Indemnifying Party shall: (i) agree that all of the Claimed Amount is owed to the Indemnified Party, (ii) agree that part, but not all, of the Claimed Amount (the "Agreed Amount") is owed to the Indemnified Party, or (iii) contest that any of the Claimed Amount is owed to the Indemnified Party. The Indemnifying Party may contest the payment of all or a portion of the Claimed Amount only based upon a good faith belief that all or such portion of the Claimed Amount does not constitute Damages for which the Indemnified Party is entitled to indemnification under this Section 14. If no Response Notice is delivered by the Indemnifying Party within such 20-day period, the Indemnifying Party shall be deemed to have agreed that all of the Claimed Amount is owed to the Indemnified Party. (d) If the Indemnifying Party in the Response Notice agrees (or is deemed to have agreed) that all of the Claimed Amount is owed to the Indemnified Party, the Indemnifying Party shall owe to the Indemnified Party an amount equal to the Claimed Amount to be paid in the manner set forth in this Section 14. If the Indemnifying Party in the Response Notice agrees that part, but not all, of the Claimed Amount is owed to the Indemnified Party, the Indemnifying Party shall owe to the Indemnified Party an amount equal to the Agreed Amount set forth in such Response Notice to be paid in the manner set forth in this Section 14. (e) The Indemnified Party shall give prompt written notification to the Indemnifying Party of the commencement of any action, suit or proceeding relating to a third party claim for which indemnification pursuant to this Section may be asserted sought; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such delay. Within 20 days after delivery of such notification, the HL Representative Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such action, suit or proceeding with counsel reasonably satisfactory to the Indemnified Party, provided (i) the Indemnifying Party acknowledges in writing to the Indemnified Party, on behalf of the Indemnifying Party, that any HL Indemnitee damages, fines, costs or by other liabilities that may be assessed against the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) Indemnified Party in connection with such action, suit or proceeding constitute Damages for which sets forth (i) a brief description of the nature of the Claim and Indemnified Party shall be entitled to indemnification pursuant to this Section 14, (ii) the total amount third party seeks monetary damages only, and (iii) an adverse resolution of the actual out-of-pocket Loss third party's claim would not have a material adverse effect on the goodwill or the anticipated potential Loss (including any costs reputation of the Indemnified Party or the business, operations or future conduct of the Indemnified Party. If the Indemnifying Party does not so assume control of such defense, the Indemnified Party shall control such defense. The party not controlling such defense may participate therein at its own expense; provided that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying parties and the Indemnified Party have conflicting interests or different defenses available with respect to such action, suit or proceeding, the reasonable fees and expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except counsel to the extent (and only to Indemnified Party shall be considered "Damages" for purposes of this Agreement. The party controlling such defense shall keep the extent that) such failure has adversely affected the ability other party advised of the Indemnitors to defend against status of such action, suit or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, proceeding and the HL Representative or Company Shareholder Representative, as applicable, defense thereof and shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate consider in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt recommendations made by the HL Representative or Company Shareholder Representative, as applicable, other party with respect thereto. The Indemnified Party shall not agree to any settlement of such rejection noticeaction, then HL Representative suit or Company Shareholder Representative, as applicable, may submit proceeding without the Claim to JAMS Worldwide for binding arbitration under prior written consent of the Comprehensive Arbitration Rules and ProceduresIndemnifying Party, which arbitration will shall not be conducted by unreasonably withheld or delayed. The Indemnifying Party shall not agree to any settlement of or the entry of a single arbitrator who judgment in any action, suit or proceeding without the prior written consent of the Indemnified Party, which shall not be mutually agreed by Parent and unreasonably withheld (it being understood that it is reasonable to withhold such consent if, among other things, the HL Representative settlement or Company Shareholder Representative, as applicable. If the parties are unable to agree entry of a judgment (A) lacks a complete release of the Indemnified Party for all liability with respect thereto or (B) imposes any liability or obligation on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partyIndemnified Party).

Claims. Any If any Indemnitee receives notice of any claim or the commencement of any action on account or proceeding with respect to which the Indemnifying Party is obligated to provide indemnification pursuant to Section 5.1, the Indemnitee shall promptly give the Indemnifying Party notice thereof. Such notice shall be a condition precedent to any liability of a Loss the Indemnifying Party under the provisions for indemnification contained in this Agreement and shall describe the claim in reasonable detail and shall indicate the amount (a “Claim”estimated if necessary) of the loss that has been or may be asserted sustained by the HL Representative on behalf of any HL Indemnitee Indemnitee. The Indemnifying Party shall elect to compromise or defend, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel. If the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice Indemnifying Party elects to compromise or defend such asserted liability, it shall within 30 days (a “Notice of Claim”) which sets forth (i) a brief description of or sooner, if the nature of the Claim and (iiasserted liability so requires) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had notify the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after of its receipt of the Notice of Claim intent to investigate the matter or circumstance alleged to give rise to the Claimdo so, and the HL Representative or Company Shareholder RepresentativeIndemnitee shall cooperate, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to at the Notice expense of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New YorkIndemnifying Party, in the English languagecompromise of, or defense against, any such asserted liability. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the objection of the other; provided, however, that consent to settlement or compromise shall not be unreasonably withheld. In any event, the Indemnitee and the Indemnifying Party may each participate, at its own expense, in the defense of such asserted liability. The arbitrator’s fees will be split equally between the parties Indemnitee shall make available to the arbitration and each party to the arbitration will be responsible Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partysuch defense.

Claims. Any action on account Upon receipt by an Indemnified Party of a Loss notice of any action, suit, proceedings, claim, demand or assessment made or brought by an unaffiliated third party (a “Third Party Claim”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (with respect to a “Notice of Claim”) matter for which sets forth (i) a brief description of the nature of the Claim and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations such Indemnified Party is indemnified under this Article XI, except to 6 (notwithstanding the extent (and only to the extent thatapplication of any threshold or cap) such failure which has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged is reasonably expected to give rise to a claim for Losses, the Indemnified Party shall as soon as practicable, in the case of a Xxxxxxx Indemnified Party, notify Stratus and in the case of a Stratus Indemnified Party, notify Xxxxxxx (Stratus or Xxxxxxx, as the case may be, the “Indemnifying Party”), in writing and in reasonable detail, indicating the nature of such Third Party Claim and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. The Indemnifying Party shall have 30 days after receipt of notice to elect, at its option, to assume and control the defense of, at its own expense and by its own counsel, any such Third Party Claim and shall be entitled to assert any and all defenses available to the Indemnified Party to the fullest extent permitted under requirements of Law. If the Indemnifying Party shall undertake to compromise or defend any such Third Party Claim, it shall promptly, but in any event within 10 Business Days of the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so, and the HL Representative Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or Company Shareholder Representativedefense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed), unless the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Stratus Indemnified Parties or the Xxxxxxx Indemnified Parties, as applicable, from all liability with respect thereto. Notwithstanding an election to assume the defense of such action or proceeding, the Indemnified Party shall reasonably assist have the right to employ separate counsel and to participate in the defense of such investigation by giving such information and access to Persons action or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claimproceeding, and such acceptance will be binding on the Indemnitor. If Parent rejects Indemnifying Party shall bear the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other reasonable fees, costs and expenses of such separate counsel if the (a) Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (b) Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party's expense. In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this Article 6, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party's cooperation shall be borne by the Indemnifying Party. In any arbitrationevent, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. The arbitrator’s decision will be final and binding as If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to all matters of substance and procedure and defend such Third Party Claim or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may be enforced by an ex parte petition have hereunder, at the Indemnifying Party's expense, to defend such Third Party Claim; provided, however, that the Supreme Court Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent of the State of New York, County of New York, Indemnifying Party (which consent will not be unreasonably withheld or any court having jurisdiction over the non-moving partydelayed).

Claims. Any (a) Promptly after receipt by an indemnified party of written notice of the commencement of any investigation, claim, proceeding or other action on account in respect of a Loss (a “Claim”) which indemnity may be asserted by sought from the HL Representative on behalf of any HL Indemnitee or by indemnitor (an "Action"), such indemnified party shall notify the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description indemnitor in writing of the nature commencement of such Action; but the Claim and (ii) omission to so notify the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including indemnitor shall not relieve it from any costs or expenses which liability that it may otherwise have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XIsuch indemnified party, except to the extent (and only to that the extent that) indemnitor is materially prejudiced or forfeits substantive rights or defenses as a result of such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for failure. In connection with any Action in which the Indemnitors indemnitor and any indemnified party are obligated parties, the indemnitor shall be entitled to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claimparticipate therein, and may assume the HL Representative or Company Shareholder Representative, defense thereof. So long as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate indemnifying party is diligently defending in good faith any such Action, the indemnifying party may control the defense thereof; in such event, the indemnified party may participate in the defense of the Action at its own expense. Neither the indemnifying party nor the indemnified party will settle or compromise the Action without the consent of the other, which consent will not be unreasonably withheld. (b) In the event a Party should have a claim for indemnification that does not involve a claim or demand being asserted by a third party, the Party seeking indemnification shall promptly send notice of such claim to resolve the ClaimParty from whom indemnification is sought. If the parties are unable to reach an agreement latter does not dispute such claim, the latter shall pay such claim in full within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable10 business days. If the parties are unable to agree on the arbitratorlatter disputes such claim, the arbitrator such dispute shall be appointed resolved by JAMS. agreement of the Parties or in any other manner available under law. (c) The arbitration indemnified party shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties make available to the arbitration indemnifying party or its representatives all records and each party to the arbitration will be responsible other materials reasonably required by them for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses use in connection with any arbitration. The arbitrator’s decision will be final such claim and binding as to shall cooperate with the indemnifying party in the defense of all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partythird party claims.

Claims. Any action on account (i) At the time when any Indemnified Party learns of a Loss any potential claim under this Agreement (a “Claim”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent against an indemnifying party, it will promptly give written notice (a “Notice of ClaimClaim Notice”) which sets forth (i) a brief description of to the nature of indemnifying party; provided that the Claim and (ii) failure to so notify the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will indemnifying party shall not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations prevent recovery under this Article XIAgreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate of the amount of Losses arising therefrom. The Indemnified Party shall deliver to the indemnifying party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (and only including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent thatthat the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Agreement as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (ii) such failure has adversely affected The indemnifying party shall be entitled, at its own expense, to elect, to assume and control the ability defense of any Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by the indemnifying party and reasonably acceptable to the Indemnified Party, if it gives written notice of its intention to do so to the Indemnified Party within thirty (30) days of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of applicable Claim to investigate Notice; provided, however, that the matter or circumstance alleged to give rise to Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New Yorkforegoing, in the English language. The arbitrator’s fees will be split equally between event that the parties indemnifying party exercises the right to undertake any such defense against a Third-Party Claim, the Indemnified Party shall cooperate with the indemnifying party in such defense and make available to the arbitration indemnifying party, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or settlement of such Third-Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the arbitration will be responsible for business of the payment Indemnified Party that is party to such claim or any of its own costsAffiliates. Notwithstanding the foregoing, attorneys’ fees, expert fees and all if the compromise or settlement of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will such Third-Party Claim could reasonably be final and binding expected to adversely affect the status of NREF as to all matters a real estate investment trust within the meaning of substance and procedure and may be enforced by an ex parte petition to the Supreme Court Section 856 of the State of New YorkCode, County of New York, then NREF shall make such decision to compromise or any court having jurisdiction over settle the nonThird-moving partyParty Claim without the need to obtain the Contributors’ consent.

Claims. Any action Whenever any claim shall arise for indemnification hereunder (a "Claim"), the party entitled to indemnification (the "Indemnified Party") shall promptly give written notice to the party obligated to provide indemnity (the "Indemnifying Party") of the nature and extent of such Claim and the Damages incurred by it. If the Damages are liquidated in amount, the notice shall so state, and such amount shall be deemed the amount of such Claim of the Indemnified Party against the Indemnifying Party. If the amount is not liquidated, the notice shall so state and, in such event, such Claim shall be deemed asserted against the Indemnifying Party but no payment or satisfaction shall be made on account thereof until the amount of a Loss such claim is liquidated. If the Indemnifying Party shall not, within thirty (a “Claim”30) may be asserted days after the giving of such notice by the HL Representative on behalf Indemnified Party, notify the Indemnified Party in accordance herewith that the Indemnifying Party disputes the right of the Indemnified Party to indemnity in respect of such Claim, then any HL Indemnitee such Claim shall be paid or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth satisfied as follows: (i) a brief description if said Claim is liquidated, then payment of such Claim to the nature Indemnified Party shall be made by the Indemnifying Party at the end of the Claim and such period; or (ii) if the total amount of such Claim is unliquidated at the actual out-of-pocket Loss or time notice is originally given to the anticipated potential Loss Indemnifying Party, the Indemnified Party shall give a second notice to the Indemnifying Party when the liquidated amount of such Claim is known and, unless the Indemnifying Party shall object in writing to such amount (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure as opposed to give prompt Notice of the Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’sitself, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated right to be greater than such damages would have been dispute had the Indemnitee given Parent prompt notice hereunder. Parent will have expired) within twenty (20) calendar days after its receipt the giving of the Notice said second notice, payment of such Claim to investigate the matter or circumstance alleged to give rise to Indemnified Party shall be made by the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the ClaimIndemnifying Party. If the parties are unable Indemnifying Party shall not have made payment to reach an agreement within ten (10) calendar days after receipt the Indemnified Party of any Claim when said payment is due, then the Indemnified Party shall have the right to take any and all actions required to collect from the Indemnifying Party the amount of such Claim. Any portion of the amount of Damages asserted by the HL Representative or Company Shareholder RepresentativeIndemnified Party in connection with a Claim shall, if not objected to by the Indemnifying Party in accordance with the procedures established herein, be considered to be subject to satisfaction without further objection, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicableappropriate. If the Indemnifying Party shall notify the Indemnified Party that he disputes any Claim or the amount thereof (which notice shall only be given if the Indemnifying Party has a good faith belief that the Indemnified Party is not entitled to indemnity or the full amount of indemnity as claimed) then the parties are hereto shall endeavor to settle and compromise such Claim, or may agree to submit the same to arbitration, and, if unable to agree on the arbitratorany settlement or compromise or on submission to arbitration, the arbitrator such claim shall be appointed settled by JAMS. The appropriate litigation, and any liability and the amount of the Damages established by reason of such settlement, compromise, arbitration or litigation, or incurred as a result thereof, shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration paid and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding satisfied as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partyprovided herein.

Claims. Any Promptly after receipt by a Party of any claim or Notice of the commencement of any action, administrative, or legal proceeding, or investigation as to which the indemnity provided for in this Article 16 may apply, the Indemnified Party shall notify the Indemnifying Party in writing of such fact. The Indemnifying Party shall assume the defense thereof with counsel designated by such Party and satisfactory to the Indemnified Party, provided, however, that if the defendants in any such action on account include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Indemnifying Party, the Indemnified Party shall have the right to select and be represented by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. If the Indemnifying Party fails to assume the defense of a Loss (a “Claim”) claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle, or pay such claim, provided that settlement or full payment of any such claim may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description made only following consent of the nature Indemnifying Party or, absent such consent, written opinion of the Claim Indemnified Party’s counsel that such claim is meritorious or warrants settlement otherwise provided in this Article 16, in the event that a Party is obligated to indemnify and (ii) hold the total other Party and its successors and assigns harmless under this Article 16, the amount owing to the Indemnified Party will be the amount of the actual out-of-pocket Loss or the anticipated potential Loss (including Indemnified Party’s damages net of any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt insurance proceeds received by the HL Representative or Company Shareholder Representative, as applicable, of Indemnified Party following a reasonable effort by the Indemnified Party to obtain such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partyinsurance proceeds.

Claims. Any action on account (a) Upon receipt by an Indemnified Party of notice of a Loss Third Party Claim with respect to a matter for which such Indemnified Party is indemnified under this ARTICLE IX which has given, or is reasonably expected to give, rise to a claim for Losses, the Indemnified Party shall as soon as practicable, in the case of a Purchaser Indemnified Party, notify Seller, and, in the case of a Seller Indemnified Party, notify Purchaser (a Seller or Purchaser, as the case may be, the “ClaimIndemnifying Party”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description of ), in writing, indicating the nature of the such Third Party Claim and (ii) the total amount of basis therefor; provided, however, that any delay or failure by the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure Indemnified Party to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except notice to the extent (and Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent thatextent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3. (b) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would The Indemnifying Party shall have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty ten (2010) calendar days Business Days after its receipt of notice to elect, at its option, to assume and control the Notice of Claim to investigate the matter or circumstance alleged to give rise to the defense of, at its own expense and by its own counsel, any such Third Party Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information be entitled to assert any and access to Persons or records as Parent may reasonably request. If Parent does not respond all defenses available to the Notice Indemnified Party to the fullest extent permitted under Requirements of Claim within Law. (c) If the Indemnifying Party shall undertake to compromise any such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Third Party Claim, it shallshall promptly, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, but in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement any event within ten (10) calendar days after Business Days of the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed) unless the relief consists solely of money Losses to be paid by the HL Representative Indemnifying Party and includes a provision whereby the plaintiff or Company Shareholder Representativeclaimant in the matter releases the Purchaser Indemnified Parties or Seller Indemnified Parties, as applicable, from all liability with respect thereto. (d) Notwithstanding an election to assume the defense of any action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such rejection noticeaction or proceeding, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If Indemnifying Party shall bear the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other reasonable fees, costs and expenses of such separate counsel if the (i) Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (ii) Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. (e) In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this ARTICLE IX, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any arbitration. The arbitratorevent, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. (f) If the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim pursuant to Section 9.3(b), or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s decision will be final and binding as expense, to all matters of substance and procedure and may be enforced by an ex parte petition to defend such Third Party Claim; provided, however, that the Supreme Court Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent of the State of New York, County of New York, Indemnifying Party (which consent will not be unreasonably withheld or any court having jurisdiction over the non-moving partydelayed).

Claims. Any action on account (a) At the time when either of a Loss the Consolidated Entities learns of any potential claim under this Agreement (a an “Escrow Claim”) may be asserted by against the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent Principals, it will promptly give written notice (a “Notice of ClaimClaim Notice”) which sets forth (i) a brief description of to the nature of Principals and the Claim and (ii) Escrow Agent; provided that, without limiting Section 2.01, the total amount of failure to so notify the actual out-of-pocket Loss Principals or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will Escrow Agent shall not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations prevent recovery under this Article XIAgreement, except to the extent that the Principals shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Principals giving rise to such Escrow Claim. The Indemnified Party shall deliver to the Principals, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (and only including court papers) received by such Indemnified Party relating to a Third Party Claim (as defined below); provided that, without limiting Section 2.01, failure to do so shall not prevent recovery under this Agreement, except to the extent thatthat the Principals shall have been materially prejudiced by such failure. (b) such failure has adversely affected The Principals shall be entitled, at their own expense, to elect in accordance with Section 4.06 below, to assume and control the ability defense of any Escrow Claim based on claims asserted by third parties (“Third Party Claims”), through counsel chosen by the Principals and reasonably acceptable to the REIT, if they give written notice of their intention to do so to the Consolidated Entities within thirty (30) days of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of applicable Claim Notice; provided, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoing, in the event that the Principals exercise the right to investigate undertake any such defense against a Third Party Claim, the matter or circumstance alleged to give rise Indemnified Party shall cooperate with the Principals in such defense and make available to the Principals, at the Principals’ expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the Principals. No compromise or settlement of such Third Party Claim may be effected by either the Indemnified Party, on the one hand, or the Principals, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such Third Party Claim is released from all liability with respect to such Third Party Claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the HL Representative business of the Indemnified Party that is party to such Third Party Claim or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing any of its rejectionAffiliates. Notwithstanding the foregoing, specifying if the factual compromise or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, settlement of such rejection noticeThird Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then HL Representative the REIT shall make such decision to compromise or Company Shareholder Representative, as applicable, may submit settle the Third Party Claim without the need to JAMS Worldwide for binding arbitration under obtain the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneysPrincipals’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partyconsent.

Claims. Any action on account (i) At the time when any Indemnified Party learns of a Loss any potential claim under this Agreement (a “Claim”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent against an indemnifying party, it will promptly give written notice (a “Notice of ClaimClaim Notice”) which sets forth (i) a brief description of to the nature of indemnifying party; provided that the Claim and (ii) failure to so notify the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will indemnifying party shall not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations prevent recovery under this Article XIAgreement, except to the extent that the indemnifying party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate of the amount of Losses arising therefrom. The Indemnified Party shall deliver to the indemnifying party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (and only including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent thatthat the indemnifying party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Agreement as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (ii) such failure has adversely affected The indemnifying party shall be entitled, at its own expense, to elect, to assume and control the ability defense of any Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by the indemnifying party and reasonably acceptable to the Indemnified Party, if it gives written notice of its intention to do so to the Indemnified Party within thirty (30) days of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of applicable Claim to investigate Notice; provided, however, that the matter or circumstance alleged to give rise to Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New Yorkforegoing, in the English language. The arbitrator’s fees will be split equally between event that the parties indemnifying party exercises the right to undertake any such defense against a Third-Party Claim, the Indemnified Party shall cooperate with the indemnifying party in such defense and make available to the arbitration indemnifying party, at the indemnifying party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the indemnifying party. No compromise or settlement of such Third-Party Claim may be effected by either the Indemnified Party, on the one hand, or the indemnifying party, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the arbitration will be responsible for business of the payment Indemnified Party that is party to such claim or any of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partyAffiliates.

Claims. Any action on account Each indemnified party agrees to give the indemnifying party prompt written notice of any matter upon which such indemnified party intends to base a Loss claim for indemnification (a an “Indemnity Claim”) may be asserted by under this Section 16. The indemnifying party shall have the HL Representative on behalf right to participate jointly with the indemnified party in the indemnified party’s defense, settlement or other disposition of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Indemnity Claim”) which sets forth (i) a brief description of the nature of the Claim and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) With respect to any Indemnity Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except relating solely to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of money damages and which could not result in the indemnified party’s becoming subject to injunctive or other equitable relief or otherwise adversely affect the business of the indemnified party in any manner, and as to which the indemnifying party shall have acknowledged in writing the obligation to indemnify the indemnified party hereunder, the indemnifying party shall have the sole right to defend, settle or otherwise dispose of such Indemnity Claim, on such terms as the indemnifying party, in its own costssole discretion, attorneys’ fees, expert fees and all shall deem appropriate; provided that the indemnifying party shall provide reasonable evidence of its other fees, costs ability to pay any damages claimed and expenses in connection with respect to any arbitrationsuch settlement shall obtain the written release of the indemnified party from the Indemnity Claim. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to indemnifying party shall obtain the Supreme Court written consent of the State indemnified party prior to ceasing to defend, settling or otherwise disposing of New York, County any Indemnity Claim if as a result thereof the indemnified party would become subject to injunctive or other equitable relief or the business of New York, or the indemnified party would be adversely affected in any court having jurisdiction over the non-moving partymanner.

Claims. Any Promptly after receipt by an indemnified party under this Section 8 of notice of any claim, threatened claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under this Section 8, notify the indemnifying party in writing of the claim, threatened claim or the commencement of that action; provided, however, that the failure to notify an indemnifying party shall not relieve such indemnifying party from any liability which it may have to an indemnified party otherwise than under this Section 8. If any such claim or action on account shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein, and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with its counsel, who shall be reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of a Loss (a “Claim”) its election to assume the defense of such claim, threatened claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 8 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that the Representative shall have the right to employ counsel to represent it and its controlling persons who may be asserted subject to liability arising out of any claim in respect of which indemnity may be sought by the HL Representative on behalf against the Company and/or the Selling Stockholder under this Section 8 if, in the Representative's reasonable judgment, it is necessary for the Representative and its controlling persons to be represented by separate counsel in order to avoid an actual or potential conflict of any HL Indemnitee interest or if the Representative shall have reasonably concluded that there may be defenses available to the Representative and its controlling persons different from or in addition to those available to the Company or the Selling Stockholder, and in either such event the reasonable fees and expenses of such separate counsel shall be paid by the Company Shareholder Representative on behalf and the Selling Stockholder. An indemnifying party shall not be liable for any settlement of any Company Indemnitee by giving Parent action or claims effected without its written notice consent (a “Notice of Claim”) which sets forth (i) a brief description consent shall not unreasonably be withheld). Anything herein to the contrary notwithstanding, the indemnity agreement of the nature Company in Subsection 8(a) hereof, the representations and warranties in this Agreement and any representation or warranty as to the accuracy of the Claim and (ii) the total amount of the actual out-of-pocket Loss Registration Statement or the anticipated potential Loss (including Prospectus contained in any costs or expenses which have been or certificate furnished by the Company pursuant to Section 7 hereof, insofar as they may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense basis for indemnification for liabilities (in whole or in part) to any Claim and will not affect other than payment by the Company Shareholders’ of expenses incurred or Parent’s, as applicable paid in the capacity successful defense of indemnitors (any action, suit or proceeding) arising under the “Indemnitors”)Securities Act, duties or obligations under this Article XI, except shall not extend to the extent (and only of any interest therein of a controlling person or partner of the Representative who is a director, officer or controlling person of the Company when the Registration Statement has become effective, except in each case to the extent that) that an interest of such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would person shall have been had determined by a court of appropriate jurisdiction as not against public policy as expressed in the Indemnitee given Parent prompt notice hereunderSecurities Act. Parent will have twenty (20) calendar days after its receipt Unless in the opinion of counsel for the Notice of Claim to investigate Company the matter or circumstance alleged has been settled by a controlling precedent, the Company will, if a claim for such indemnification is asserted, submit to give rise to a court of appropriate jurisdiction the Claim, question whether such interest is against public policy as expressed in the Securities Act and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt governed by the HL Representative or Company Shareholder Representative, as applicable, final adjudication of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partyissue.

Claims. Any Promptly after receipt by a Party of any claim or Notice of the commencement of any action, administrative, or legal proceeding, or investigation as to which the indemnity provided for in this Article 16 may apply, the Indemnified Party shall notify the Indemnifying Party in writing of such fact. The Indemnifying Party shall assume the defense thereof with counsel designated by the Indemnifying Party and satisfactory to the Indemnified Party, provided, if the defendants in any such action on account include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Indemnifying Party, the Indemnified Party shall have the right to select and be represented by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. If the Indemnifying Party fails to assume the defense of a Loss (a “Claim”) claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle, or pay such claim, provided that settlement or full payment of any such claim may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description made only following consent of the nature Indemnifying Party or, absent such consent, written opinion of the Claim Indemnified Party’s counsel that such claim is meritorious or warrants settlement. Except as otherwise provided in this Article 16, in the event that a Party is obligated to indemnify and (ii) hold the total other Party and its successors and assigns harmless under this Article 16, the amount owing to the Indemnified Party will be the amount of the actual out-of-pocket Loss or the anticipated potential Loss (including Indemnified Party’s damages net of any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt insurance proceeds received by the HL Representative or Company Shareholder Representative, as applicable, of Indemnified Party following a reasonable effort by the Indemnified Party to obtain such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partyinsurance proceeds.

Claims. Any action on account Upon receipt by an Indemnified Party of a Loss notice of any action, suit, proceedings, claim, demand or assessment made or brought by an unaffiliated third party (a “Third Party Claim”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (with respect to a “Notice of Claim”) matter for which sets forth (i) a brief description of the nature of the Claim and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations such Indemnified Party is indemnified under this Article XI, except to 6 (notwithstanding the extent (and only to the extent thatapplication of any threshold or cap) such failure which has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged is reasonably expected to give rise to a claim for Losses, the ClaimIndemnified Party shall as soon as practicable, in the case of a Buyer Indemnified Party, notify Seller and in the case of a Seller Indemnified Party, notify Buyer (Seller or Buyer, as the case may be, the “Indemnifying Party”), in writing and in reasonable detail, indicating the nature of such Third Party Claim and the HL Representative basis therefor; provided, however, that any delay or Company Shareholder Representativefailure by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, as applicableif at all, that it is prejudiced by reason of such delay or failure. The Indemnifying Party shall reasonably assist have thirty (30) days after receipt of notice to elect, at its option, to assume and control the defense of, at its own expense and by its own counsel, any such investigation by giving such information Third Party Claim and access shall be entitled to Persons or records as Parent may reasonably requestassert any and all defenses available to the Indemnified Party to the fullest extent permitted under requirements of Law. If Parent does not respond the Indemnifying Party shall undertake to the Notice of Claim within compromise or defend any such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Third Party Claim, it shallshall promptly, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, but in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement any event within ten (10) calendar days after Business Days of the receipt of notice from the Indemnified Party of such Third Party Claim, notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed), unless the relief consists solely of money Losses to be paid by the HL Representative Indemnifying Party and includes a provision whereby the plaintiff or Company Shareholder Representativeclaimant in the matter releases the Seller Indemnified Parties or the Buyer Indemnified Parties, as applicable, from all liability with respect thereto. Notwithstanding an election to assume the defense of such rejection noticeaction or proceeding, then HL Representative the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or Company Shareholder Representativeproceeding, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If Indemnifying Party shall bear the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other reasonable fees, costs and expenses of such separate counsel if the (i) Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (ii) Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this Article 6, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any arbitrationevent, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. The arbitratorIf the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s decision will be final and binding as expense, to all matters of substance and procedure and may be enforced by an ex parte petition to defend such Third Party Claim; provided, however, that the Supreme Court Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent of the State of New York, County of New York, Indemnifying Party (which consent will not be unreasonably withheld or any court having jurisdiction over the non-moving partydelayed).

Claims. Any action on account of a Loss Each Blu Indemnified Party and Journey Indemnified Party (a “Claim”"Indemnified Party") may be asserted by agrees to give the HL Representative on behalf indemnifying party prompt written notice of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice matter upon which such Indemnified Party intends to base a claim for indemnification (a “Notice of an "Indemnity Claim”") which sets forth (i) a brief description of the nature of the Claim and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI12. In the event that an Indemnity Claim is brought or made against both parties, except to then each party will have the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated right to be greater than such damages would have been had represented by counsel at its own expense. Notwithstanding the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New Yorkforegoing, in the English languageevent that such Indemnity Claim relates solely to causes covered by Section 12.1 hereof, then Blu will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Blu. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 12.2 hereof, then Journey will assume full control of the defense of such Indemnity Claim including without limitation the settlement thereof. All expenses of such suit, claim or proceeding, including the settlement and the payment of any damages thereof, will be borne solely by Journey. The arbitrator’s fees Indemnified Party will be split equally between the parties make available to the arbitration indemnifying party and its counsel, at all reasonable times during normal business hours, all books and records of the other party relating to such suit, claim or proceeding, and each party will render to the arbitration will be responsible for the payment other party such assistance as it may reasonably require in order to ensure proper and adequate defense of its own costsany such suit, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitrationclaim or proceeding. The arbitrator’s decision indemnifying party will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to obtain the Supreme Court written consent of the State Indemnified Party prior to settling, ceasing to defend or otherwise disposing of New York, County any Indemnity Claim if as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief or the business of New York, or the Indemnified Party would be adversely affected in any court having jurisdiction over the non-moving partymanner whatsoever. INFORMATION HAS BEEN MARKED WITH “[***].

Claims. Any action on account (a) From time to time during the Claims Period, Purchaser may deliver to the Equityholders’ Representative one or more certificates signed by any officer of a Loss Purchaser (each, a “ClaimClaim Certificate”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth ): (i) stating that an Indemnified Person has incurred, paid, reserved or accrued, or in good faith believes that it may incur, pay, reserve or accrue, Indemnifiable Damages (or that with respect to any Tax matters, that any Tax Authority may raise such matter in audit of Purchaser or its subsidiaries, that could give rise to Indemnifiable Damages); (ii) stating the amount of such Indemnifiable Damages (which, in the case of Indemnifiable Damages not yet incurred, paid, reserved or accrued, may be the maximum amount believed by Purchaser in good faith to be incurred, paid, reserved, accrued or demanded by a brief description third party); and (iii) specifying in reasonable detail (based upon the information then possessed by Purchaser) the individual items of such Indemnifiable Damages included in the amount so stated and the nature of the claim to which such Indemnifiable Damages are related. (b) Such Claim and Certificate (i) need only specify such information to the knowledge of such officer of Purchaser as of the date thereof, (ii) the total amount shall not limit any of the actual out-of-pocket Loss rights or remedies of any Indemnified Person with respect to the anticipated potential Loss underlying facts and circumstances specifically set forth in such Claim Certificate and (including iii) may be updated and amended from time to time by Purchaser by delivering any costs updated or expenses which amended Claim Certificate, so long as the delivery of the original Claim Certificate is made within the applicable Claims Period and such update or amendment relates to the underlying facts and circumstances specifically set forth in such original Claims Certificate; provided that all claims for Indemnifiable Damages properly set forth in a Claim Certificate or any update or amendment thereto shall remain outstanding until such claims have been resolved or may be reasonably incurred satisfied, notwithstanding the expiration of such Claims Period. No delay in connection therewith). Failure to give prompt Notice of providing such Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not Certificate within the applicable Claims Period shall affect the Company Shareholders’ or Parent’san Indemnified Person’s rights hereunder, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent unless (and then only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Equityholders’ Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties Selling Securityholders are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partyprejudiced thereby.

Claims. Any action on account In the event that any party hereto (the "Indemnified Party") desires to make a claim against another party hereto (the "Indemnifying Party," which term shall include all indemnifying parties if more than one) in connection with any third-party litigation, arbitration, action, suit, proceeding, claim, or demand at any time instituted against or made upon it for which it may seek indemnification hereunder (as "Third-Party Claim"), the Indemnified Party shall promptly notify the Indemnifying Party of a Loss (a “such Third-Party Claim and of its claims of indemnification with respect thereto, provided, that failure to give such notice shall not relieve the Indemnifying Party of its indemnification obligations under this Section 12 except to the extent, if at all, that the Indemnifying Party shall have been actually prejudiced thereby. Upon receipt of such notice from the Indemnified Party, the Indemnifying Party shall be entitled to participate in the defense of such Third-Party Claim”) may be asserted by , and if the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth following conditions are satisfied: (i) a brief description The Indemnifying Party confirms in writing that it is obligated hereunder to indemnify the Indemnified Party in full (subject to the limitations set forth in Section 12.6 hereof) in respect of the nature of the Claim and such Third-Party Claim; and (ii) The Indemnified Party does not give the total amount Indemnifying Party written notice that the Indemnified Party has determined, in its reasonable opinion, that a conflict of interest makes advisable the separate representation of the actual outIndemnified Party by its own counsel; then the Indemnifying Party may assume the defense of such Third-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Party Claim, and in the HL Representative or Company Shareholder Representativecase of such an assumption, as applicablethe Indemnifying Party shall have the authority to negotiate, compromise, and settle such Third-Party Claim provided, that the Indemnifying Party shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond agree to the Notice settlement of such Third Party Claim within unless either (x) such twenty (20) calendar day period, Parent will be deemed settlement includes an unconditional release of all liabilities of each Indemnified Party with respect to have irrevocably accepted the such Third Party Claim, or (y) the Indemnifying Party acknowledges and agrees to indemnify, defend and hold harmless the Indemnified Party with respect to any portion of such acceptance will be binding on Third Party Claim that is not so released. The Indemnified Party shall retain the Indemnitor. If Parent rejects right to employ its own counsel and to participate in the defense of any Third-Party Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing defense of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt which has been assumed by the HL Representative or Company Shareholder RepresentativeIndemnifying Party pursuant hereto, as applicable, of but such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules Indemnified Party shall bear and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be solely responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partysuch participation.

Claims. Any action on account (a) Upon receipt by an Indemnified Party of a Loss notice of any action, suit, inquiry, hearing, charge, demand, proceeding, claim, arbitration, investigation or litigation, whether civil or criminal, at law or in equity or demand made or brought by an unaffiliated third party (a “Third Party Claim”) may with respect to a matter for which such Indemnified Party is entitled to be asserted indemnified under this Agreement which has or is expected to give rise to a claim for Losses, the Indemnified Party shall promptly (but in any event within ten (10) Business Days of receipt of notice of such Third Party Claim by the HL Representative on behalf Indemnified Party) notify the Party responsible for indemnifying the Indemnified Party pursuant to Article II (the “Indemnifying Party”) in writing, indicating the nature of such Third Party Claim; provided, however, that any HL Indemnitee delay or failure by the Company Shareholder Representative on behalf Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of any Company Indemnitee its obligations hereunder only to the extent, if at all, that it is materially prejudiced by giving Parent reason of such delay or failure. Such written notice (a “Notice of Claim”) which sets forth shall (i) a brief description describe such Third Party Claim in reasonable detail including the facts underlying each particular claim and the specific sections of the nature this Agreement pursuant to which indemnification is being sought for each such set of the Claim facts and (ii) set forth the total estimated amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which Losses that have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice sustained by an Indemnified Party, if known and quantifiable. (b) The Indemnifying Party shall have thirty (30) days after receipt of Claim or to provide copies a written notice that complies with the requirements of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in partSection 3.1(a) to elect, at its option, to exercise its right to assume and control the defense of, at its own expense and by counsel of its own choosing, any such Third Party Claim and will not affect shall be entitled to assert any and all defenses available to the Company Shareholders’ Indemnified Party to the fullest extent permitted by applicable Law. (i) If the Indemnifying Party shall undertake to compromise or Parent’sdefend any such Third Party Claim, as applicable it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate fully with the Indemnifying Party and its counsel in the capacity compromise of, or defense against, any such Third Party Claim. Such cooperation shall include (1) furnishing and, upon request, attempting to procure the attendance of indemnitors potential witnesses for interview, preparation, submission of witness statements and the giving of evidence at any related hearing; (the “Indemnitors”), duties or obligations under this Article XI, except 2) promptly furnishing documentary evidence to the extent reasonably available to it or its Affiliates; and (and only 3) providing access to the extent that) such failure has adversely affected the ability any other relevant affiliated party, including any representatives of the Indemnitors to defend against Parties as reasonably needed; provided, however, that the Indemnifying Party shall not settle, compromise or reduce their discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or caused or increased such liability or otherwise caused conditioned); provided, further, that if the damages for which Indemnified Party withholds consent where the Indemnitors are obligated relief consists solely of monetary Losses to be greater than such damages would have been had paid by the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of Indemnifying Party and includes a provision whereby the Notice of Claim to investigate plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect thereto, the Indemnifying Party’s liability solely with respect to such Third Party Claim shall in no event exceed the amount of such proposed settlement, compromise or circumstance alleged discharge at the time the consent was requested. Notwithstanding an election to give rise assume the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such Third Party Claim, and the HL Representative or Company Shareholder Representative, as applicable, Indemnifying Party shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to bear the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other reasonable fees, costs and expenses of such separate counsel, as incurred, if the (A) Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (B) Indemnifying Party shall have authorized in writing the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. In any event, the Indemnified Party, the Indemnifying Party and their respective counsel shall cooperate in the defense of any such Third Party Claim subject to this Article III and keep such persons informed of all developments relating to any such Third Party Claims, and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any arbitration. The arbitratorevent, the Indemnified Party shall have the right at its own expense to participate in the defense of such Third Party Claim. (ii) If the Indemnifying Party, after receiving a written notice that complies with Section 3.1(a) of a Third Party Claim, does not elect to defend such Third Party Claim within thirty (30) days after receipt of such written notice, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s decision will be final and binding as expense, to all matters of substance and procedure and may be enforced by an ex parte petition defend such Third Party Claim (upon providing further written notice to the Supreme Court Indemnifying Party), subject to the right of the State of New YorkIndemnifying Party to approve the counsel selected by the Indemnified Party (“Indemnified Party Counsel”) (which approval shall not be unreasonably withheld, County of New Yorkdelayed or conditioned); provided, however, that the Indemnified Party shall not settle, compromise or discharge, or admit any court having jurisdiction over liability with respect to any such Third Party Claim without the non-moving partywritten consent of the Indemnifying Party (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, (1) unless expressly agreed by the Indemnifying Party, the Indemnified Party Counsel (A) shall have no conflict of interest relative to the Indemnifying Party and (B) shall not assume any representation of the Indemnified Party in a dispute between the Parties during the time of its retention as Indemnified Party Counsel and (2) if an Indemnified Party otherwise settles, compromises, discharges or admits such liability in respect of a Third Party Claim it is defending pursuant to this Section 3.1(b)(ii) without obtaining the Indemnifying Party’s written consent thereto, then the Indemnifying Party shall be relieved of its indemnification obligations hereunder with respect to such Third Party Claim unless such consent had been sought and was unreasonably withheld, delayed or conditioned. (c) In the event that any Indemnified Party has a claim against any Indemnifying Party under this Agreement for Losses not involving a Third Party Claim that such Indemnified Party believes gives rise to a claim for indemnification in accordance with the terms hereunder, the Indemnified Party shall promptly deliver notice of such claim to the Indemnifying Party; provided, however, that any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is materially prejudiced by reason of such delay or failure. Such written notice shall describe such claim in reasonable detail in accordance with Section 3.1(a).

Claims. Any action Whenever any claim shall arise for indemnification hereunder (a "Claim"), the party entitled to indemnification (the "Indemnified Party") shall promptly give written notice to the party obligated to provide indemnity (the "Indemnifying Party") of the nature and extent of such Claim and the Damages incurred by it. If the Damages are liquidated in amount, the notice shall so state, and such amount shall be deemed the amount of such Claim of the Indemnified Party against the Indemnifying Party. If the amount is not liquidated, the notice shall so state and, in such event, such Claim shall be deemed asserted against the Indemnifying Party but no payment or satisfaction shall be made on account thereof until the amount of a Loss such claim is liquidated. If the Indemnifying Party shall not, within thirty (a “Claim”30) may be asserted days after the giving of such notice by the HL Representative on behalf Indemnified Party, notify the Indemnified Party in accordance herewith that the Indemnifying Party disputes the right of the Indemnified Party to indemnity in respect of such Claim, then any HL Indemnitee such Claim shall be paid or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth satisfied as follows: (i) a brief description if said Claim is liquidated, then payment of such Claim to the nature Indemnified Party shall be made by the Indemnifying Party at the end of the Claim and such period; or (ii) if the total amount of such Claim is unliquidated at the actual out-of-pocket Loss or time notice is originally given to the anticipated potential Loss Indemnifying Party, the Indemnified Party shall give a second notice to the Indemnifying Party when the liquidated amount of such Claim is known and, unless the Indemnifying Party shall object in writing to such amount (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure as opposed to give prompt Notice of the Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’sitself, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated right to be greater than such damages would have been dispute had the Indemnitee given Parent prompt notice hereunder. Parent will have expired) within twenty (20) calendar days after its receipt the giving of the Notice said second notice, payment of such Claim to investigate the matter or circumstance alleged to give rise to Indemnified Party shall be made by the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the ClaimIndemnifying Party. If the parties are unable Indemnifying Party shall not have made payment to reach an agreement within ten (10) calendar days after receipt the Indemnified Party of any Claim when said payment is due, then the Indemnified Party shall have the right to take any and all actions required to collect from the Indemnifying Party the amount of such Claim. Any portion of the amount of Damages asserted by the HL Representative or Company Shareholder RepresentativeIndemnified Party in connection with a Claim shall, if not objected to by the Indemnifying Party in accordance with the procedures established herein, be considered to be subject to satisfaction without further objection, as applicablemay be appropriate. Jf the Indemnifying Party shall notify the Indemnified Party that he disputes any Claim or the amount thereof (which notice shall only be given if the Indemnifying Party has a good faith belief that the Indemnified Party is not entitled to indemnity or the full amount of indemnity as claimed) then the parties hereto shall endeavor to settle and compromise such Claim, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may agree to submit the Claim same to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Proceduresarbitration, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representativeand, as applicable. If the parties are if unable to agree on the arbitratorany settlement or compromise or on submission to arbitration, the arbitrator such claim shall be appointed settled by JAMS. The appropriate litigation, and any liability and the amount of the Damages established by reason of such settlement, compromise, arbitration or litigation, or incurred as a result thereof, shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration paid and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding satisfied as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partyprovided herein.

Claims. Any action In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to this Section 8, such person (the "indemnified party") shall promptly notify the person against whom such indemnity may be sought (the "indemnifying party") in writing. No indemnification provided for in Section 8(a) or 8(b) shall be available to any party who shall fail to give notice as provided in this Section 8(c) if the party to whom notice was not given was unaware of the proceeding to which such notice would have related and was prejudiced by the failure to give such notice, but the failure to give such notice shall not relieve the indemnifying party or parties from any liability that it or they may have to the indemnified party for contribution or otherwise than on account of a Loss (a “Claim”the provisions of Section 8(a) may or 8(b). In case any such proceeding shall be asserted brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party and shall pay as incurred the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel at its own expense. Notwithstanding the foregoing, the indemnifying party shall pay as incurred the fees and expenses of the counsel retained by the HL Representative on behalf of any HL Indemnitee or by indemnified party in the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth event (i) a brief description the indemnifying party and the indemnified party shall have mutually agreed to the retention of the nature of the Claim and such counsel or (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss named parties to any such proceeding (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in partimpleaded parties) to any Claim and will not affect include both the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, indemnifying party and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information indemnified party and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice representation of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the both parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative same counsel would be inappropriate due to actual or Company Shareholder Representativepotential differing interests between them. It is understood that the indemnifying party shall not, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitrationproceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm for all such indemnified parties. Such firm shall be designated in writing by the Representative in the case of parties indemnified pursuant to Sections 8(a) and by the Company in the case of parties indemnified pursuant to Section 8(b). The arbitrator’s decision will indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and binding as to all matters against any loss or liability by reason of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, such settlement or any court having jurisdiction over the non-moving partyjudgment.

Claims. Any action on account of (a) At the time when a Loss (a “Claim”) may be asserted by the HL Representative on behalf New REIT Indemnified Party learns of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent Indemnity Claim, New REIT will promptly give written notice (a “Notice of ClaimClaim Notice”) which sets forth (i) a brief description of to the nature of General Partner; provided that the Claim and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will so notify shall not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations prevent recovery under this Article XIAgreement, except to the extent that any potential defense to such claim shall have been prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the applicable New REIT Indemnified Party giving rise to such Indemnity Claim. New REIT shall deliver to the General Partner, promptly after any New REIT Indemnified Party’s receipt thereof, copies of all notices and documents (and only including court papers) received by such New REIT Indemnified Party relating to any Indemnity Claim based on claims asserted by third parties (“Third Party Claim”); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent thatthat any potential defense to such claim shall have been prejudiced by such failure. New REIT may, at its option, demand indemnity under this Article 10 as soon as an Indemnity Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as New REIT shall in good faith determine that such claim is not frivolous and that the New REIT Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) such failure has adversely affected The General Partner shall be entitled to elect to assume and control the ability defense of any Third Party Claim, through counsel chosen by the General Partner and reasonably acceptable to New REIT, if it gives written notice of its intention to do so to New REIT within thirty (30) days of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of applicable Claim Notice; provided, however, that New REIT may at all times participate in such defense at its own expense. Without limiting the foregoing, if the General Partner exercises the right to investigate undertake any such defense against a Third Party Claim, New REIT shall cooperate with the matter or circumstance alleged to give rise General Partner in such defense and make available to the ClaimGeneral Partner, at the General Partner’s expense, all witnesses, pertinent records, materials and information in the possession of, or under the control of, any New REIT Indemnified Party relating thereto as is reasonably required by the General Partner. No compromise or settlement of such Third Party Claim may be effected by either New REIT, on the one hand, or the General Partner, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against a New REIT Indemnified Party or against the Holdback Fund, (ii) each party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the HL Representative business of New REIT or Company Shareholder Representativeany of New REIT’s Affiliates. Notwithstanding the foregoing, as applicable, shall reasonably assist such investigation by giving such information and access to Persons if the compromise or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, settlement of such rejection noticeThird Party Claim could reasonably be expected to adversely affect the status of New REIT as a real investment trust within the meaning of Section 856 of the Code, then HL Representative New REIT shall make such decision to compromise or Company Shareholder Representative, as applicable, may submit settle the Third Party Claim without the need to JAMS Worldwide for binding arbitration under obtain the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicableother party’s consent. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, All costs and expenses incurred by the General Partner pursuant to this Section 10.2(b) shall be reimbursed from the Holdback Fund in connection accordance with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partySection 10.9.

Claims. If any party (the "Indemnitee) receives notice of circumstances that would give rise to a claim by such party or notice of any claim or the commencement of any action or proceeding with respect to which any other party (or parties) is obligated to provide indemnification (the "Indemnifying Party") pursuant to Sections 13.1 or 13.2 (a "Claim"), the Indemnitee shall promptly give the Indemnifying party notice thereof; provided, however, that failure to so notify shall not affect the right of indemnification hereunder unless such failure has prejudiced the rights of the Indemnifying Party. Within 30 days after such notice, the Indemnifying Party will notify the Indemnitee whether it irrevocably elects to make payment of the amount claimed or, with respect to third party claims, to contest such claim by appropriate legal proceedings. The failure of the Indemnifying Party to notify the Indemnitee of its intention within such 30 days shall constitute an irrevocable election by them that it will pay the amount claimed. Any action on account defense of a Loss (a “Claim”) may claim shall be asserted conducted by counsel of good standing chosen by Indemnitee and satisfactory to Indemnifying Party. Such defense shall be conducted at the expense of Indemnifying Party, except that if any proceeding involves both claims against which indemnity is granted hereunder and other claims for which indemnification is not granted hereunder, the expenses of defending against such claims shall be borne by the HL Representative on behalf of any HL Indemnifying Party and the Indemnitee or by in respective proportions to the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description of the nature of the Claim and (ii) the total dollar amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses claims for which have been or they may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (and only to the extent that) such failure has adversely affected the ability liable based on he aggregate dollar amount of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partyclaims.

Claims. Any action on account (a) During the Claims Period, Buyer may deliver to Seller one or more certificates signed by any officer of a Loss Buyer (each, a “ClaimClaim Certificate”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth ): (i) stating that an Indemnified Person has incurred, paid, reserved or accrued, or in good faith believes that it may incur, pay, reserve or accrue, Indemnifiable Damages; provided, that with respect to Indemnifiable Damages related to Sales Taxes, such Indemnified Person has reasonably demonstrated compliance with Section 9.2(f) prior to delivering a brief description Claim Certificate; (ii) stating the amount of such Indemnifiable Damages (which, in the case of Indemnifiable Damages not yet incurred, paid, reserved or accrued, may be the maximum amount believed by Buyer in good faith to be incurred, paid, reserved, accrued or demanded by a third party); and (iii) specifying in reasonable detail (based upon the information then possessed by Buyer) the individual items of such Indemnifiable Damages included in the amount so stated and the nature of the claim to which such Indemnifiable Damages are related. (b) Such Claim and Certificate (i) need only specify such information to the knowledge of such officer of Buyer as of the date thereof, (ii) the total amount shall not limit any of the actual out-of-pocket Loss rights or remedies of any Indemnified Person with respect to the anticipated potential Loss underlying facts and circumstances specifically set forth in such Claim Certificate and (including iii) may be updated and amended from time to time by Buyer by delivering any costs updated or expenses which amended Claim Certificate, so long as the delivery of the original Claim Certificate is made within the applicable Claims Period and such update or amendment relates to the underlying facts and circumstances specifically set forth in such original Claims Certificate; provided that all claims for Indemnifiable Damages properly set forth in a Claim Certificate or any update or amendment thereto shall remain outstanding until such claims have been resolved or may be reasonably incurred satisfied, notwithstanding the expiration of such Claims Period. No delay in connection therewith). Failure to give prompt Notice of providing such Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not Certificate within the applicable Claims Period shall affect the Company Shareholders’ or Parent’san Indemnified Person’s rights hereunder, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent unless (and then only to the extent that) such failure has adversely affected Seller or the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors Company are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partymaterially prejudiced thereby.

Claims. Any action on account of In case any Claim is brought by a Loss (a “Claim”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) third party for which sets forth (i) a brief description of the nature of the Claim and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been indemnification is or may be reasonably incurred in connection therewith). Failure made pursuant to give this Agreement, the indemnified Party shall provide prompt Notice written notice thereof to the other Party; provided, however, that the failure of Claim or the indemnified Party to provide copies comply with the foregoing notification provision shall not relieve the indemnifying Party of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or its indemnification obligations under this Article XIhereunder, except to the extent the indemnifying Party is actually and materially prejudiced thereby. Where obligated to indemnify such Claim, the indemnifying Party shall, upon the demand and at the option of the indemnified Party, assume the defense thereof (and only at the expense of the indemnifying Party) within thirty (30) days or at least ten (10) days prior to the extent thattime a response is due in such case, whichever occurs first. The Parties shall cooperate reasonably with each other in the defense of any Claim, including making available (under seal if desired and if allowed) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise all records reasonably necessary to the defense of such Claim, and the HL Representative indemnified Party shall have the right to join and participate actively in the indemnifying Party’s defense of the Claim. Each Party shall be entitled to prior notice of any settlement of any Claim to be entered into by the other Party, and any such settlement shall be subject to the reasonable approval to the extent such Party’s rights would be directly and materially impaired. Without limiting the foregoing, in the event of any Claim or Company Shareholder Representativethreatened Claim of infringement involving a portion of any portion of the Software and/or Services provided by Synacor: (i) upon Client’s request and at Synacor’s expense, Synacor will use its best efforts to procure the right or license, on commercially reasonable license terms, for Client to continue to use and otherwise exploit in accordance with the terms hereof such portion of the Software and/or Services at no additional cost or expense to Client other than the fees set forth herein; or (ii) at Synacor’s sole discretion, but upon as much prior written notice to Client as is reasonably practicable, Synacor may modify or alter (to the extent that Synacor has rights to so modify or alter), or delete any such portion of the Software and/or Services, as the case may be, so as to make such portion non-infringing while maintaining substantially comparable functionalities and capabilities of such parts of the Software and/or Services that are material to Client’s then-current or demonstrably anticipated use hereunder. If options (i) and (ii) are not achievable as to any such portion: (1) Client may terminate the rights and licenses granted hereunder, in its sole discretion, as to such infringing portion, or this Agreement without liability if loss of such portion materially and adversely affects the Services or functionality Client expects hereunder; or (2) to the extent Synacor used commercially reasonable efforts to obtain a license or modify the Software and/or Services as set forth in subsections (i) or (ii), and Synacor is reasonably exposed to liability from Client’s continued use of such portion of the technology and/or services, Synacor may, in its discretion, terminate the rights and licenses granted hereunder with respect to such portion. If, pursuant to the immediately foregoing sentence, Client or Synacor terminate the rights and licenses granted hereunder as to any portion of any software and/or Services provided by Synacor and Client does not elect to terminate this Agreement, if applicable, the Parties shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall thereafter negotiate in good faith for a period of not less than thirty (30) days with respect to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration reduced fees under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partythis Agreement.

Claims. Any action on account Each indemnified party shall, promptly after receipt of notice of a Loss (a “Claim”) Claim or action against such indemnified party in respect of which indemnity may be asserted by sought hereunder, notify the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description of the nature applicable indemnifying party in writing of the Claim and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including action. If any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of such Claim or action shall be brought against an indemnified party, and it shall have notified the indemnifying party thereof, unless based on the written advice of counsel to provide copies such indemnified party a conflict of relevant available documents interest between such indemnified party and indemnifying parties may exist in respect of such Claim, then the indemnifying party shall be entitled to participate therein, and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such Claim or action in accordance with the preceding sentence, the indemnifying party shall not be liable to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations indemnified party under this Article XI, except X for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof. Any indemnifying party against whom indemnity may be sought under this Article X shall not be liable to indemnify an indemnified party if such indemnified party settles such Claim or action without the extent (and only to the extent that) such failure has adversely affected the ability consent of the Indemnitors indemnifying party, but such consent shall not unreasonably be withheld. The indemnifying party may not agree to defend against any settlement of any such Claim or reduce their liability or caused or increased such liability or otherwise caused the action, other than solely for monetary damages for which the Indemnitors are obligated indemnifying party shall be responsible hereunder, as a result of which any remedy or relief shall be applied to be greater than such damages would have been had or against the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt indemnified party, without the prior written consent of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Proceduresindemnified party, which arbitration will consent shall not unreasonably be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicablewithheld. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving party.This

Claims. Any action on account of The Beneficiary may make a Loss (a “Claim”) may be asserted by claim under this Policy for the HL Representative on behalf amount of any HL Indemnitee Defaulted Amount by executing and delivering, or by causing to be executed and delivered, to the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (Insurer a “Notice of Claim”) which sets forth (i) , with appropriate insertions. Such Notice of Claim, when so completed and delivered, shall constitute proof of a brief description claim hereunder when Received by the Insurer. In the event that any amount shall be received by the Beneficiary in respect of a Defaulted Amount forming the nature basis of the Claim and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred a claim specified in connection therewith). Failure to give prompt a Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will submitted hereunder, which amount had not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of received when the Notice of Claim to investigate was prepared but which is received by the matter or circumstance alleged to give rise Beneficiary prior to the Claimreceipt of payment from the Insurer as contemplated by this Policy (any such amount, a "RECOVERY"), the Beneficiary immediately shall so notify the Insurer (which notice shall include the amount of any such Recovery). The fact that a Recovery has been received by the Beneficiary shall be deemed to be incorporated in the applicable Notice of Claim as of the date such Notice of Claim originally was prepared, without necessity of any action on the part of any Person, and the HL Representative or Company Shareholder Representative, as applicable, Insurer shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to pay the amount of the claim specified in the Notice of Claim within such twenty as herein provided, net of the Recovery. The Insurer will pay each Defaulted Amount (20other than a Defaulted Amount which consists of an Avoided Payment) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding Beneficiary on the Indemnitorlater of (i) noon, New York City time, on the date such Defaulted Amount becomes Due for Payment or (ii) noon, New York City time, on the second Business Day following the day on which the Insurer Receives a Notice of Claim as specified in the preceding paragraph. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, The Insurer will pay each Defaulted Amount which consists of an Avoided Payment as applicable, provided in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the ClaimSection 3. If the parties are unable to reach an agreement within ten (10) calendar days after receipt No claim may be made hereunder except by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partyBeneficiary.

Claims. Any action on account (a) If an indemnified party (an "Indemnified Party") intends to seek indemnification pursuant to this Article VII, such Indemnified Party shall promptly notify the indemnifying party (the "Indemnifying Party"), in writing, of a Loss (a “Claim”) may be asserted by such claim describing such claim in reasonable detail, PROVIDED, that the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description of the nature of the Claim and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or failure to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will such notice shall not affect the Company Shareholders’ or Parent’s, as applicable in obligations of the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (Indemnifying Party unless and only to the extent thatit is actually prejudiced thereby, subject, however, to the time periods specified in Section 7.1 hereof. Except for claims with respect to Taxes, which shall be governed by Section 4.9(a), (i) in the event that such failure has adversely affected claim involves a claim by a third party against an Indemnified Party, the ability Indemnifying Party shall have 30 days after receipt of such notice to decide whether it will undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and if it so decides, the Indemnified Party shall cooperate with it in connection therewith, PROVIDED, that the Indemnified Party may participate in such settlement or defense through counsel chosen by it, and PROVIDED FURTHER, that the reasonable fees and expenses of such counsel shall be borne by the Indemnified Party. The Indemnifying Party shall not, without the written consent of the Indemnitors to defend against Indemnified Party (which consent shall not be unreasonably withheld), settle or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claimcompromise any action. If the parties are unable to reach an agreement Indemnifying Party does not notify the Indemnified Party within ten (10) calendar 30 days after the receipt by of notice of a claim of indemnity hereunder that it elects to undertake the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitratordefense thereof, the arbitrator Indemnified Party shall be appointed by JAMS. The arbitration have the right to contest, settle or compromise the claim but shall be held in New York, New York, in not pay or settle any such claim without the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court consent of the State Indemnifying Party (which consent shall not be unreasonably withheld). (b) Xxxxxxx, Novacor LLC, Newco and World Heart shall cooperate fully in all aspects of New Yorkany investigation, County defense, pre-trial activities, trial, compromise, settlement or discharge of New Yorkany claim in respect of which indemnity is sought pursuant to Article VII, or any court having jurisdiction over including, but not limited to, by providing the non-moving partyother party with reasonable access to employees and officers (including as witnesses) and other information.

Claims. Any action on account of In addition to any limitations set forth above, any party seeking indemnification (the "Indemnified Party") will notify the party from whom indemnification is requested (the "Indemnifying Party") as soon as practicable after they have concluded that they have a Loss (claim for indemnification against the Indemnifying Party under this Agreement, which notice shall include a “Claim”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description of the nature and basis of such claim. Upon receipt of a notice from Indemnified Party of such claim, Indemnifying Party may assume the defense thereof with counsel reasonably satisfactory to Indemnified Party. Indemnified Party shall have the right to employ separate counsel in any such action or claim and to participate in the defense thereof, provided that the fees and expenses of counsel employed by Indemnified Party shall be at the expense of Indemnifying Party only if either (i) Indemnifying Party shall have failed, within 20 days after having been notified of the Claim and existence of the claim, to assume the defense thereof or (ii) the total amount employment of such counsel has been specifically authorized by Indemnifying Party. So long as Indemnifying Party is reasonably contesting such claim in good faith, Indemnified Party shall not pay or settle any such claim. Notwithstanding the actual out-of-pocket Loss foregoing, Indemnified Party shall have the right to pay or the anticipated potential Loss (including settle any costs or expenses which have been or may be reasonably incurred such claim, provided that in connection therewith). Failure such event it shall waive any right to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation indemnification therefor by giving such information and access to Persons or records as Parent may reasonably requestIndemnifying Party. If Parent Indemnifying Party does not respond to the Notice of Claim notify Indemnified Party within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar 20 days after receipt by of Indemnified Party's notice of a claim of indemnification hereunder that Indemnifying Party elects to undertake the HL Representative defense thereof, Indemnified Party shall have the right to contest, settle or Company Shareholder Representativecompromise the claim at the expense of Indemnifying Party, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties subject to the arbitration and each party to the arbitration will consent of Indemnifying Party which consent shall not be responsible for the payment of its own costsunreasonably, attorneys’ feeswithheld, expert fees and all of its other fees, costs and expenses in connection with any arbitrationconditioned or delayed. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving party.9.5

Claims. (a) Any action on account Indemnified Person shall promptly deliver to Seller in the case of claims brought by a Loss Purchaser Indemnified Person and to Purchaser in the case of claims brought by a Seller Indemnified Person, (such notified party, the “Responsible Party”) notice (a “Claim Notice”) of any matter which such Indemnified Person has determined has given or could give rise to a right of indemnification under Section 7.2 or Section 7.3 (a “Claim”), within twenty (20) may be asserted by the HL Representative on behalf days of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description of such determination, stating the nature of the Claim and (ii) claim, to the total amount extent then known by the Indemnified Person, a good-faith estimate of the actual out-of-pocket Loss and method of computation thereof, to the extent then reasonably estimable, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure failure to give prompt Notice so timely notify shall not relieve the Responsible Party of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or its obligations under this Article XIhereunder, except to the extent that the Responsible Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an Indemnified Person from the Responsible Party, if the Responsible Party does not notify the Indemnified Person within thirty (and only to the extent that30) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after from its receipt of the Claim Notice of Claim to investigate that the matter or circumstance alleged to give rise to Responsible Party disputes such claim (the Claim“Dispute Notice”), and the HL Representative or Company Shareholder Representative, as applicable, Responsible Party shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and agreed with such acceptance will be binding on the Indemnitorclaim. If Parent rejects the ClaimResponsible Party has disputed a claim for indemnification under Section 7.2 or Section 7.3, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent Responsible Party and the HL Representative or Company Shareholder Representative, as applicable, Indemnified Person shall negotiate proceed in good faith to resolve the Claimnegotiate a resolution to such dispute. If the parties are unable to reach an agreement within ten Responsible Party and the Indemnified Person cannot resolve such dispute in thirty (1030) calendar days after receipt by delivery of the HL Representative or Company Shareholder RepresentativeDispute Notice, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who dispute shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties resolved pursuant to the arbitration and each party to the arbitration will be responsible for the payment terms of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partySection 8.5.

Claims. Any action on account of In case any Claim is brought by a Loss (a “Claim”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) third party for which sets forth (i) a brief description of the nature of the Claim and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been indemnification is or may be reasonably incurred in connection therewith). Failure made pursuant to give this Agreement, the indemnified Party will provide prompt Notice written notice thereof to the other Party; provided, however, that the failure of Claim or the indemnified Party to provide copies of relevant available documents or to furnish relevant available data comply with the foregoing notification provision will not constitute a defense (in whole or in part) to any Claim and will not affect relieve the Company Shareholders’ or Parent’s, as applicable in the capacity indemnifying Party of indemnitors (the “Indemnitors”), duties or its indemnification obligations under this Article XIhereunder, except to the extent the indemnifying Party is actually prejudiced thereby. Where obligated to indemnify such Claim, the indemnifying Party will, upon the demand and at the option of the indemnified Party, assume the defense thereof (and only at the expense of the indemnifying Party) within thirty (30) days or at least ten (10) days prior to the extent thattime a response is due in such case, whichever occurs first. The Parties will cooperate reasonably with each other in the defense of any Claim, including making available (under seal if desired and if allowed) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise all records reasonably necessary to the defense of such Claim, and the HL Representative indemnified Party will have the right to join and participate actively in the indemnifying Party’s defense of the Claim. Each Party will be entitled to prior notice of any settlement of any Claim to be entered into by the other Party, and any such settlement will be subject to the reasonable approval to the extent such Party’s rights would be directly and materially impaired. Without limiting the foregoing, in the event of any Claim or Company Shareholder Representativethreatened Claim of infringement involving a portion of any portion of the Software or Services provided by Synacor: (i) upon Client’s request and at Synacor’s expense, Synacor will [*] procure the right or license [*] for Client to continue to use and otherwise exploit in accordance with the terms hereof such portion of the Software or Services at no additional cost or expense to Client other than the fees set forth herein; or (ii) at Synacor’s sole discretion, but upon as much prior written notice to Client as is reasonably practicable, Synacor may modify or alter (to the extent that Synacor has rights to so modify or alter), or delete any such portion of the Software or Services, as the case may be, so as to make such portion non-infringing while maintaining substantially comparable functionalities and capabilities of such parts of the Software or Services that are material to Client’s then-current or demonstrably anticipated use hereunder. The Parties agree that Synacor’s commercially reasonable efforts to satisfy (i) or (ii) above will include procurement of such licenses or making such modifications at costs up to and including the lesser of [*]. If options (i) and (ii) are not achievable as to any such portion: (1) Client may terminate the rights and licenses granted hereunder, in its sole discretion, as to such infringing portion, or this Agreement without liability if loss of such portion materially and adversely affects the Services or functionality Client expects hereunder; or (2) to the extent Synacor used commercially reasonable efforts to obtain a license or modify the Software or Services as set forth in subsections (i) or (ii) and where Synacor is reasonably exposed to material liability from Client’s continued use of such portion of the technology or services, Synacor may, in its discretion, terminate the rights and licenses granted hereunder with respect to such portion. If, pursuant to the immediately foregoing sentence, Client or Synacor terminate the rights and licenses granted hereunder as to any portion of any Software or Services provided by Synacor and Client does not elect to terminate this Agreement, if applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent Parties will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall thereafter negotiate in good faith for a period of not less than 30 days with respect to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration reduced fees under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partythis Agreement.

Claims. Any action on account (a) At the time when either the REIT or the Operating Partnership learns of a Loss any potential claim for Indemnified Losses under this Agreement (a “Claim”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent ), it will promptly give written notice (a “Notice of ClaimClaim Notice”) which sets forth (i) a brief description of to the nature of Principal; provided that the Claim and (ii) failure to so notify the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will Principal shall not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations prevent recovery under this Article XIAgreement, except to the extent that the Principal shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim. The Indemnified Party shall deliver to the Principal, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (and only including court papers) received by such Indemnified Party relating to a Third Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that) that the Principal shall have been materially prejudiced by such failure failure. Any Indemnified Party may at its option demand indemnity under this Article III as soon as a Claim has adversely affected been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the ability of Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnitors to defend against or reduce their liability or caused or increased such liability Indemnified Party may be liable for, or otherwise caused incur, a Loss as a result thereof. (b) The Principal shall be entitled, at his own expense, to elect to assume and control the damages for which defense of any Claim based on claims asserted by third parties (“Third Party Claims”), through counsel chosen by the Indemnitors are obligated Principal and reasonably acceptable to be greater than such damages would have been had the Indemnitee given Parent prompt Indemnified Parties, if the Principal gives written notice hereunder. Parent will have of his intention to do so to the REIT within twenty (20) calendar days after its following the receipt of the Notice of applicable Claim to investigate Notice; provided, however, that the matter or circumstance alleged to give rise to Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New Yorkforegoing, in the English language. The arbitrator’s fees will be split equally between event that the parties Principal exercises the right to undertake any such defense against a Third Party Claim, the Indemnified Party shall cooperate with the Principal in such defense and make available to the arbitration Principal, at the Principal’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the Principal. No compromise or settlement of such Third Party Claim may be effected by either the Indemnified Party, on the one hand, or the Principal, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the arbitration will be responsible for business of the payment Indemnified Party that is party to such claim or any of its own costsAffiliates. Notwithstanding the foregoing, attorneys’ fees, expert fees and all if the compromise or settlement of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will such Third Party Claim could reasonably be final and binding as expected to all matters of substance and procedure and may be enforced by an ex parte petition to adversely affect the Supreme Court status of the State REIT as a real investment trust within the meaning of New YorkSection 856 of the Code, County of New York, then the REIT shall make such decision to compromise or any court having jurisdiction over settle the non-moving partyThird Party Claim without the need to obtain the Principal’s consent.

Claims. Any action on account (a) The persons to whom indemnification is provided hereunder are referred to herein as the "Indemnified Parties" and the persons providing indemnification are referred to as the "Indemnifying Parties." (b) If an Indemnified Party intends to seek indemnification pursuant to this Article VII, such Indemnified Party shall promptly notify the Indemnifying Party in writing of a Loss (a “Claim”) may be asserted by such claim. The Indemnified Party will provide the HL Representative on behalf Indemnifying Party with prompt written notice of any HL Indemnitee or by the Company Shareholder Representative on behalf third party claim in respect of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description of the nature of the Claim and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith)indemnification is sought. Failure to give prompt Notice of Claim or The failure to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and either such notice will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, any rights hereunder except to the extent the Indemnifying Party is materially prejudiced thereby. Any such notice shall set forth in reasonable detail the facts, circumstances and basis of the claim. (and only c) If such claim involves a claim by a third party against the Indemnified Party, the Indemnifying Party may assume, through counsel of its own choosing (so long as reasonably acceptable to the extent thatIndemnified Party) such failure has adversely affected and at its own expense, the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claimdefense thereof, and the HL Representative or Company Shareholder Representative, as applicable, Indemnified Party shall reasonably assist such investigation cooperate with it in connection therewith (including by giving furnishing such information and access to Persons or records as Parent the Indemnifying Party may reasonably request), provided, that the Indemnified Party may participate in such defense through counsel chosen by it, at its own expense. If Parent So long as the Indemnifying Party is contesting any such claim in good faith, the Indemnified Party shall not pay or settle, or admit any liability with respect to, any such claim without the Indemnifying Party's consent. The Indemnifying Party will not without the Indemnified Party's prior written consent settle or compromise any claim or consent to entry of any judgment which does not respond include as an unconditional term thereof the giving by the claimant or the plaintiff to the Notice Indemnified Party of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, a release from all liability in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, respect of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMSclaim. The arbitration Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which consent shall not be held in New Yorkunreasonably withheld), New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses take any measure or step in connection with any arbitrationsettlement or compromise that imposes an unreasonable material burden or encumbrance upon the operation or conduct of the Business. If the Indemnifying Party is not contesting such claim in good faith, then the Indemnified Party may, upon at least 10 days' notice to the Indemnifying Party (unless the Indemnifying Party shall assume such settlement or defense within such 10 day period), conduct and control, through counsel of its own choosing and at the expense of the Indemnifying Party, the settlement or defense thereof, and the Indemnifying Party shall cooperate with it in connection therewith. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court failure of the State Indemnified Party to participate in, conduct or control such defense shall not relieve the Indemnifying Party of New York, County of New York, or any court having jurisdiction over the non-moving partyobligation it may have hereunder.

Claims. Any Promptly after receipt by a Party of any claim or Notice of the commencement of any action, administrative, or legal proceeding, or investigation as to which the indemnity provided for in this Article 16 may apply, the Indemnified Party shall notify the Indemnifying Party in writing of such fact. The Indemnifying Party shall assume the defense thereof with counsel designated by such Party and satisfactory to the Indemnified Party, provided, however, that if the defendants in any such action on account include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Indemnifying Party, the Indemnified Party shall have the right to select and be represented by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. If the Indemnifying Party fails to assume the defense of a Loss (a “Claim”) claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle, or pay such claim, provided that settlement or full payment of any such claim may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description made only following consent of the nature Indemnifying Party or, absent such consent, written opinion of the Claim Indemnified Party’s counsel that such claim is meritorious or warrants settlement. Except as otherwise provided in this Article 16, in the event that a Party is obligated to indemnify and (ii) hold the total other Party and its successors and assigns harmless under this Article 16, the amount owing to the Indemnified Party will be the amount of the actual out-of-pocket Loss or the anticipated potential Loss (including Indemnified Party’s damages net of any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt insurance proceeds received by the HL Representative or Company Shareholder Representative, as applicable, of Indemnified Party following a reasonable effort by the Indemnified Party to obtain such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partyinsurance proceeds.

Claims. Any action on account Except to the extent governed by Article 8 (Tax Matters): (a) In the event that any written claim or demand for which an Indemnifying Party may have liability to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a Third Party (or, solely for purposes of this Section 7.4 in the event that any Purchaser Indemnified Party becomes aware of any circumstance that will result in a claim for indemnity against Seller or USA Holdco arising from any inaccuracy in or breach of the representations set forth in Section 3.16 (Insurance Matters) or a claim for Losses in respect of matters described in Schedule 7.3(a)(1)) (such claim, demand or circumstance, a “Third-Party Claim”) (for the avoidance of doubt, any claim, demand, circumstance or Loss arising from any inaccuracy or breach of the representations set forth in Section 3.16 or a claim for Losses in respect of matters described in Schedule 7.3(a)(1) shall not be a Third-Party Claim under or for purposes of Section 7.6(a), but shall be subject to the procedures set forth in this Section 7.4 in respect of Third-Party Claims), such Indemnified Party shall promptly notify the Indemnifying Party in writing of such Third-Party Claim, which notice shall describe in reasonable detail the facts and circumstances with respect to the subject matter of such Third-Party Claim and any relevant time constraints relating thereto (a “ClaimClaim Notice”) may be asserted by ); provided, however, that the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description of the nature of the Claim and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure failure to give prompt a timely Claim Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not shall affect the Company Shareholders’ or Parent’s, as applicable in the capacity rights of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (and an Indemnified Party hereunder only to the extent that) that such failure has adversely affected actually materially prejudices the ability Indemnifying Party with respect to such Third-Party Claim. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, as promptly as reasonably practicable after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to such Third-Party Claim. With respect to any claim for indemnity arising from any inaccuracy in or breach of the Indemnitors representations set forth in Section 3.16 (Insurance Matters), or a claim by any Purchaser Indemnified Party for Losses in respect of matters described in Schedule 7.3(a)(1), the Purchaser Indemnified Party shall notify Seller promptly if it becomes aware of any such inaccuracy, breach or potential claim and the Purchaser Indemnified Parties shall be entitled, under this Article 7, to defend against indemnification for any Losses arising from such inaccuracy or reduce their liability breach regardless of whether any Taxing Authority or caused any other Third Party has made any assertion or increased taken any action with respect to such liability inaccuracy or otherwise caused breach. The Indemnifying Party shall have thirty (30) days (or such lesser number of days set forth in the damages for which Claim Notice as may be required by court proceeding in the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20event of a litigated matter) calendar days after its receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party in writing that it desires to defend, or negotiate on behalf of Claim the Indemnified Party against or in connection with such Third-Party Claim. (b) In the event that the Indemnifying Party notifies the Indemnified Party in writing within the Notice Period that it desires to investigate defend the matter Indemnified Party against a Third-Party Claim, the Indemnifying Party shall have the right to defend or circumstance alleged negotiate on behalf of the Indemnified Party by appropriate proceedings and shall have the sole power to give rise direct and control such negotiations or defense, with counsel of its choosing, at its expense; provided, that such counsel is reasonably acceptable to the Indemnified Party. For the period following the Indemnified Party’s delivery of a Claim Notice with respect to a Third-Party Claim and prior to the time it receives a notice from the Indemnifying Party advising that the Indemnifying Party will be assuming the defense of such Third-Party Claim, the Indemnified Party may take any actions that are reasonably necessary to defend such Third-Party Claim, and the HL Representative Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for such period, which fees and expenses of counsel the Indemnifying Party shall reimburse the Indemnified Party promptly upon written request therefor if the Third-Party Claim is finally determined to be subject to indemnification by the Indemnifying Party pursuant to this Article 7. Once the Indemnifying Party has duly assumed the defense of a Third-Party Claim, the Indemnified Party shall have the right, but not the obligation, to participate in any such defense and to employ counsel of its choosing, at its own expense, separate from the counsel employed by the Indemnifying Party; provided, however, that, if the Indemnified Party has been advised by its outside counsel there exists an actual conflict of interest between the Indemnified Party and the Indemnifying Party, the Indemnifying Party shall be liable for the fees and expenses of separate counsel employed by the Indemnified Party. If the Indemnifying Party shall have assumed the defense of a Third-Party Claim, the Indemnified Party shall not admit any liability with respect to, or Company Shareholder Representativepay, as applicablesettle, compromise or discharge, such Third-Party Claim without the Indemnifying Party’s prior written consent. If the Indemnifying Party has assumed the defense of a Third-Party Claim, the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed, admit any liability with respect to, or pay, settle, compromise or discharge such Third-Party Claim; provided, however, that the Indemnifying Party may pay, settle, compromise or discharge such a Third-Party Claim without the written consent of the Indemnified Party if such settlement (1) includes a complete and unconditional release of the Indemnified Party from all liability in respect of such Third-Party Claim, (2) does not subject the Indemnified Party to any injunctive relief or other equitable remedy that would restrict the future activity or conduct of the Indemnified Party or any of its Affiliates and (3) does not result in any monetary liability for the Indemnified Party that will not be promptly paid or reimbursed by the Indemnifying Party. If the Indemnifying Party assumes the defense of any Third-Party Claim arising from any inaccuracy in or breach of the representations set forth in Section 3.16 (Insurance Matters) or a claim for Losses under Section 7.3(a)(4), neither Seller nor USA Holdco, or any of their Affiliates or Representatives, shall reasonably assist such investigation by giving such information and access to Persons (1) submit any written communication or records as Parent may reasonably request. If Parent does not respond document to the Notice Internal Revenue Service or (2) send any communication or documents to any purchaser, policyholder, account holder, other holder or intended beneficiary of any Insurance Contract issued, assumed, exchanged, modified or sold by the Company, relating to such Third-Party Claim without the prior written consent of Life Reinsurer, if such claim relates to an Insurance Contract reinsured under the Life Business Reinsurance Agreement, or Purchaser, in all other cases, such consent not to be unreasonably withheld, delayed or conditioned. (c) If the Indemnifying Party (1) elects not to defend the Indemnified Party against a Third-Party Claim, whether by not giving the Indemnified Party timely notice of its desire to so defend or otherwise or (2) after assuming the defense of a Third-Party Claim, fails to take reasonable steps necessary to defend such Third-Party Claim within thirty (30) days after receiving written notice from the Indemnified Party to the effect that the Indemnifying Party in good faith determines that the Indemnifying Party has so failed, the Indemnified Party shall have the right but not the obligation to assume its own defense; it being understood that the Indemnified Party’s right to indemnification for a Third-Party Claim shall not be adversely affected by assuming the defense of such twenty Third-Party Claim. (20d) calendar day period, Parent will be deemed The Indemnified Party and the Indemnifying Party shall cooperate in order to have irrevocably accepted ensure the proper and adequate defense or prosecution of a Third-Party Claim. Such cooperation shall include the retention and (upon any Indemnified Party’s or Indemnifying Party’s request) the provision of records and information which are relevant to such Third-Party Claim, and such acceptance will making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. (e) The Indemnified Party and the Indemnifying Party shall use reasonable best efforts to avoid production of confidential information (consistent with applicable Law), and to cause all communications among employees, counsel and others representing any party to a Third-Party Claim to be binding on made so as to preserve any applicable attorney-client or work-product privileges. (f) The indemnities provided in this Agreement shall survive the Indemnitor. If Parent rejects Closing; provided, however, that the Claimindemnities provided under Section 7.2(a)(1), it shallSection 7.2(b)(1) or Section 7.3(a)(1) shall terminate when the applicable representation or warranty terminates pursuant to this Agreement, within such twenty (20) calendar day except as to any item as to which the Person to be indemnified shall have, before the expiration of the applicable period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the previously delivered a Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partyNotice.

Claims. Any action on account (a) As promptly as is reasonably practicable after becoming aware of a Loss claim for indemnification under this Agreement not involving a Third Party Claim, the Indemnified Person shall give written notice of such claim to the Indemnifying Person (a “ClaimClaim Notice”) may be asserted by ); provided, however, that the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description failure of the nature Indemnified Person to promptly give such notice shall not relieve the Indemnifying Person of the Claim and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or its obligations under this Article XI, Agreement except to the extent (if any) that the Indemnifying Person forfeits rights or defenses by reason of such failure. The Claim Notice shall set forth in reasonable detail the facts and only circumstances giving rise to such claim for indemnification (to the extent thatknown by the Indemnified Person), shall include copies of all relevant material written evidence (except to the extent that such information is subject to attorney-client privilege), and the amount of Losses suffered or incurred or that the Indemnified Person reasonably believes it will or may suffer or incur, in each case, along with supporting evidence. After receipt of a Claim Notice, the Indemnifying Person may investigate the matter and circumstance giving rise to the items set forth in the Claim Notice and the Indemnified Person shall reasonably assist the Indemnifying Person with its investigation. (b) If the Indemnifying Person does not object in writing to such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have claim within twenty (20) calendar days Business Days after its receipt receiving such Claim Notice, it shall be conclusively established for purposes of this Agreement that such claim is within the Notice scope of Claim and subject to investigate indemnification pursuant to this ARTICLE IX and, subject to Section 9.4, the matter or circumstance alleged Indemnified Person shall be entitled to give rise to recover promptly from the ClaimIndemnifying Person, and the HL Representative or Company Shareholder Representative, as applicableIndemnifying Person, shall reasonably assist promptly pay to the Indemnified Person, the amount of such investigation claim (but such recovery shall not limit the amount of any additional indemnification to which the Indemnified Person may be entitled pursuant to Section 9.2 or Section 9.3 in respect of such claim), and no later objection by giving such information and access to Persons or records as Parent may reasonably requestthe Indemnifying Person shall be permitted. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day periodBusiness Day period the Indemnifying Person agrees that it has an indemnification obligation but objects that it is obligated to pay only an amount less than that set forth in the Claim Notice, Parent will the Indemnified Person shall nevertheless be deemed entitled to have irrevocably accepted recover from the ClaimIndemnifying Person, and such acceptance will be binding on the IndemnitorIndemnifying Person, shall promptly pay to the Indemnified Person, the lesser amount, without prejudice to the Indemnified Person’s claim for the difference. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify Business Day period the HL Representative or Company Shareholder Representative, as applicable, Indemnifying Person objects in writing to such claim, then the amount of its rejection, specifying indemnification to which the factual or legal basis therefor, and Parent Indemnified Person shall be entitled shall be determined by (x) the written agreement of the Indemnified Person and the HL Representative Indemnifying Person, (y) a final Order of any court of competent jurisdiction, or Company Shareholder Representative(z) any other means to which the Indemnified Person and the Indemnifying Person shall agree (each, as applicablea “Final Determination”). The Order of a court shall be deemed final when the time for appeal, if any, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative have expired and no appeal shall have been taken or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who when all appeals taken shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partyhave been finally determined.

Claims. Any Promptly after receipt by a Party of any claim or Notice of the commencement of any action, administrative, or legal proceeding, or investigation as to which the indemnity provided for in this Article 16 may apply, the Indemnified Party shall notify the Indemnifying Party in writing of such fact. The Indemnifying Party shall assume the defense thereof with counsel designated by such Party and satisfactory to the Indemnified Party, provided, however, that if the defendants in any such action on account include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Indemnifying Party, the Indemnified Party shall have the right to select and be represented by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs.‌ If the Indemnifying Party fails to assume the defense of a Loss (a “Claim”) claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle, or pay such claim, provided that settlement or full payment of any such claim may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description made only following consent of the nature Indemnifying Party or, absent such consent, written opinion of the Claim Indemnified Party’s counsel that such claim is meritorious or warrants settlement otherwise provided in this Article 16, in the event that a Party is obligated to indemnify and (ii) hold the total other Party and its successors and assigns harmless under this Article 16, the amount owing to the Indemnified Party will be the amount of the actual out-of-pocket Loss or the anticipated potential Loss (including Indemnified Party’s damages net of any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt insurance proceeds received by the HL Representative or Company Shareholder Representative, as applicable, of Indemnified Party following a reasonable effort by the Indemnified Party to obtain such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partyinsurance proceeds.

Claims. Any action on account (a) At the time when any Indemnified Party learns of a Loss any potential claim under this Agreement (a an “Indemnity Claim”) may be asserted by against the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent Sellers, it will promptly give written notice (a “Notice of ClaimClaim Notice”) which sets forth (i) a brief description of to the nature of Sellers and the Claim and (ii) Escrow Agent; provided that the total amount of failure to so notify the actual out-of-pocket Loss Sellers or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will Escrow Agent shall not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations prevent recovery under this Article XIAgreement, except to the extent that the Sellers shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Indemnity Claim and the amount or good faith estimate of the amount of Losses arising therefrom. The Indemnified Party shall deliver to the Sellers, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (and only including court papers) received by such Indemnified Party relating to a Third Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent thatthat the Sellers shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Agreement as soon as an Indemnity Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) such failure has adversely affected Any payment made from the ability Indemnity Deposit in respect of an Indemnity Claim will be allocated among the Sellers pro rata in accordance with the Individual Percentages. (c) The Sellers shall be entitled, at their own expense, to elect to assume and control the defense of any Indemnity Claim based on claims asserted by third parties (“Third Party Claims”), through counsel chosen by the Sellers and reasonably acceptable to the Buyer, if they give written notice of their intention to do so to the Buyer within thirty (30) days of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of applicable Claim to investigate Notice; provided, however, that the matter or circumstance alleged to give rise to Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New Yorkforegoing, in the English language. The arbitrator’s fees will be split equally between event that the parties Sellers exercise the right to undertake any such defense against a Third Party Claim, the Indemnified Party shall cooperate with the Sellers in such defense and make available to the arbitration Sellers, at the Sellers’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the Sellers. No compromise or settlement of such Third Party Claim may be effected by either the Indemnified Party, on the one hand, or the Sellers, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the arbitration will be responsible for business of the payment Indemnified Party that is party to such claim or any of its own costsAffiliates. Notwithstanding the foregoing, attorneys’ fees, expert fees and all if the compromise or settlement of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will such Third Party Claim could reasonably be final and binding expected to adversely affect the status of POPT as to all matters a real investment trust within the meaning of substance and procedure and may be enforced by an ex parte petition to the Supreme Court Section 856 of the State of New YorkCode, County of New York, then POPT shall make such decision to compromise or any court having jurisdiction over settle the non-moving partyThird Party Claim without the need to obtain the Sellers’ consent.

Claims. Any action on account (a) As promptly as is reasonably practicable after becoming aware of a Loss claim for indemnification under this Agreement not involving a Third Party Claim, the Indemnified Person shall give written notice of such claim to the Indemnifying Person (a “ClaimClaim Notice”) may be asserted by ); provided, however, that the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description failure of the nature Indemnified Person to promptly give such notice shall not relieve the Indemnifying Person of the Claim and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or its obligations under this Article XI, Agreement except to the extent (if any) that the Indemnifying Person is materially prejudiced thereby. The Claim Notice shall set forth in reasonable detail the facts and only circumstances giving rise to such claim for indemnification (to the extent thatknown by the Indemnified Person) such failure has adversely affected and the ability amount of Losses suffered or incurred and a reasonably detailed explanation of the Indemnitors calculation thereof or that the Indemnified Person reasonably believes it will or may suffer or incur, and copies of written evidence thereof, including in the case of claims based on a Third Party Claim, copies of all notices, pleadings, and other documents or instruments served on or received by the Indemnified Person, in each case, to defend against or reduce their liability or caused or increased the extent available and not otherwise subject to attorney-client privilege. (b) If the Indemnifying Person does not object in writing to such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty claim within thirty (2030) calendar days after its receipt receiving such Claim Notice, it shall be conclusively established for purposes of this Agreement that such claim is within the Notice scope of Claim and subject to investigate indemnification pursuant to this ARTICLE X and, subject to Section 10.4, the matter or circumstance alleged Indemnified Person shall be entitled to give rise to recover promptly from the ClaimIndemnifying Person, and the HL Representative Indemnifying Person shall promptly pay to the Indemnified Person, the amount of such indemnifiable claim (but such recovery shall not limit the amount of any additional indemnification to which the Indemnified Person may be entitled pursuant to Section 10.2 or Company Shareholder RepresentativeSection 10.3 in respect of such claim), as applicableand no later objection by the Indemnifying Person shall be permitted. If within such thirty (30) day period the Indemnifying Person objects in writing to such claim, then the amount of indemnification to which the Indemnified Person shall be entitled shall be determined by (x) the written agreement of the Indemnified Person and the Indemnifying Person, or (y) a final Order of any court of competent jurisdiction (each, a “Final Determination”). The Order of a court shall be deemed final when the time for appeal, if any, shall reasonably assist such investigation by giving such information have expired and access to Persons no appeal shall have been taken or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to when all appeals taken shall have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partybeen finally determined.

Claims. Any action on account of a Loss (a “Claim”) may be asserted by Each indemnified party agrees to give the HL Representative on behalf indemnifying party prompt written notice of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice matter upon which such indemnified party intends to base a claim for indemnification (a “Notice of an "Indemnity Claim”") which sets forth (i) a brief description of the nature of the Claim and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XISix. The indemnified party shall have the right to participate with the indemnifying party in the indemnifying party's defense, except settlement or other disposition of any Indemnity Claim, subject to the extent (and only to the extent that) such failure has adversely affected the ability ultimate control of the Indemnitors indemnifying party. With respect to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated any Indemnity Claim relating solely to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of money damages and which could not result in the indemnified party's becoming subject to injunctive or other equitable relief or otherwise adversely affect the business of the indemnified party in any manner, and as to which the indemnifying party shall have acknowledged in writing the obligation to indemnify the indemnified party hereunder, the indemnifying party shall have the sole right to defend, settle or otherwise dispose of such Indemnity Claim, on such terms as the indemnifying party, in its own costssole discretion, attorneys’ feesshall deem appropriate, expert fees and all provided that the indemnifying party shall provide reasonable evidence of its other fees, costs ability to pay any damages claimed and expenses in connection with respect to any arbitrationsuch settlement shall have obtained the written release of the indemnified party from the Indemnity Claim. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to indemnifying party shall obtain the Supreme Court written consent of the State indemnified party prior to ceasing to defend, settling or otherwise disposing of New York, County any Indemnity Claim if as a result thereof the indemnified party would become subject to injunctive or other equitable relief or the business of New York, or the indemnified party would be adversely affected in any court having jurisdiction over the non-moving partymanner.

Claims. (a) Any action on account of Buyer Indemnified Party or Seller Indemnified Party making a Loss (a “Claim”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description of the nature of the Claim and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations claim for indemnification under this Article XIVIII (an “Indemnitee”) shall notify the indemnifying party (an “Indemnitor”) of the claim in writing after receiving written notice of any Proceeding or other claim against it (if by a third party), describing in reasonable detail the claim, the amount thereof (if known and quantifiable), and the basis thereof; provided, that the failure to so notify an Indemnitor shall not relieve an Indemnitor of its obligations hereunder, except to the extent (and only to that an Indemnitor’s forfeit rights or defenses are actually prejudiced thereby. The Indemnitor shall have 30 calendar days from the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for date upon which the Indemnitors are obligated Indemnitor received the claim notice within which to be greater than such damages would have been had notify the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt that the Indemnitor desires to assume the defense or prosecution of the Notice of Claim to investigate the matter and any litigation resulting from such Proceeding or circumstance alleged to give other claim giving rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall Indemnitee’s claim for indemnification with counsel reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond acceptable to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, Indemnitee and such acceptance will be binding on at the Indemnitor. If Parent rejects ’s expense; provided, that (i) the Claim, it shall, within Indemnitee shall be entitled to participate in the defense of such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing claim and to employ counsel of its rejection, specifying choice for such purpose; provided further that the factual or legal basis therefor, fees and Parent and the HL Representative or Company Shareholder Representative, as applicable, expenses of such separate counsel shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt be borne entirely by the HL Representative or Company Shareholder Representative, as applicable, Indemnitee; (ii) the Indemnitor shall not be entitled to assume control of such rejection notice, then HL Representative defense if (A) the claim for indemnification relates to or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses arises in connection with any arbitrationcriminal proceeding, (B) the claim primarily seeks an injunction or other equitable relief against an Indemnitee or (C) an adverse determination with respect to such Proceeding or other claim would be materially detrimental to or materially injure the reputation or future business prospects of an Indemnitee; and (iii) if the Indemnitor shall control the defense or prosecution of any such Proceeding or other claim, such Indemnitor shall obtain the prior written consent of the Indemnitee (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of a claim; provided, however, an Indemnitor may settle or consent to the entry of judgment in respect of such claim without the consent of the Indemnitee, if such settlement or judgment is solely for money damages, includes an unconditional release of the Indemnitee from any further liability in respect of such Proceeding or other claim and does not contain any admission of wrongdoing on the part of the Indemnitee. The arbitratorIf the Indemnitor does not assume the defense of such Proceeding or other claim within 30 days of receipt of the Indemnitee’s decision notice thereof, the Indemnitee will be final entitled to assume such defense, at its sole cost and binding as to all matters of substance and procedure and may be enforced by an ex parte petition expense (or, if the Indemnitee incurs Damages with respect to the Supreme Court matter in question for which the Indemnitee is entitled to indemnification pursuant to this Article VIII, at the expense of the State Indemnitor), upon delivery of New Yorknotice to such effect to the Indemnitor; provided, County however, that the Indemnitor shall have the right to participate in the defense of New Yorkthe Proceeding or other claim at its sole cost and expense. (b) Any amounts owing under this Article VIII shall be made (without interest) by wire transfer of immediately available funds within three Business Days after the earlier of (i) the agreement of the Buyer Parties, on the one hand, and Seller and the Xxxxxxxxx Entities, on the other hand, that such amounts are due and owing by such Party as an Indemnitor in respect thereof or any (ii) the final, binding determination that such amounts are due and owing by such Party as an Indemnitor in respect thereof by a court having jurisdiction over the non-moving partyof competent jurisdiction.

Claims. Any action on account of (a) If a Loss claim or demand is made by a Third Party (a “Third Party Claim”) against a SpinCo Indemnitee or a RemainCo Indemnitee (each, an “Indemnified Party”) as to which such Indemnified Party is entitled to indemnification pursuant to this Agreement, such Indemnified Party shall notify the Party which is or may be asserted by required pursuant to Section 5.2 or Section 5.3 to make such indemnification (the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice “Indemnifying Party”) in writing, and in reasonable detail (a “Claim Notice”). The Claim Notice of Claim”) which sets forth (i) a brief description shall be given promptly after the Indemnified Party becomes aware of the nature of facts indicating that a claim for indemnification may be warranted and shall state in reasonable detail (to the Claim and (iiextent known) the total nature and amount of the actual out-of-pocket Loss or claim. The failure of the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure Indemnified Party to give prompt promptly deliver a Claim Notice shall not relieve the Indemnifying Party of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or its obligations under this Article XIARTICLE V, except to the extent that the Indemnifying Party is actually and materially prejudiced by the failure to give such Claim Notice. (b) If a Claim Notice relates to a Third Party Claim, the Indemnifying Party may, through counsel of its own choosing and only reasonably satisfactory to the Indemnified Party, assume the defense and investigation of such Third Party Claim; provided that the Indemnified Party shall be (i) entitled to participate in any such defense with counsel of its own choice at its own expense and (ii) entitled to participate in any such defense with counsel of its own choice at the expense of the Indemnifying Party if representation of both Parties by the same counsel creates a conflict of interest under applicable standards of professional conduct. In any event, if the Indemnifying Party fails to take reasonable steps necessary to defend diligently the Proceeding within thirty (30) days after receiving a Claim Notice with respect to the Third Party Claim, the Indemnified Party may assume such defense, and the fees and expenses of its attorneys will be covered by the indemnity provided for in this ARTICLE V. The Indemnifying Party shall not, without the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), settle or compromise any pending or threatened Third Party Claim in respect of which indemnification may be sought hereunder (whether or not the Indemnified Party is an actual or potential party to such Proceeding) or consent to the entry of any judgment (i) which does not, to the extent thatthat an Indemnified Party may have any Liability with respect to such Proceeding, include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all Liability in respect of such Third Party Claim, (ii) such which includes any statement as to or an admission of fault, culpability or a failure has to act, by or on behalf of any Indemnified Party or (iii) in any manner that involves any injunctive relief against the Indemnified Party or that may materially and adversely affected affect the ability Indemnified Party. The Indemnified Party may not compromise or settle any pending or threatened Third Party Claim without the prior written consent of the Indemnitors to defend against Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or reduce their liability or caused or increased such liability or otherwise caused delayed, unless the damages sole relief granted is equitable relief for which the Indemnitors are obligated to be greater than such damages Indemnifying Party would have been had no Liability or to which the Indemnitee given Parent prompt notice hereunderIndemnifying Party would not be subject. (c) The Parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Third Party Claim. Parent will have twenty In connection with any fact, matter, event or circumstance that may give rise to a claim against an Indemnifying Party under this Agreement, the Indemnified Party shall: (20i) calendar days after its receipt of preserve all material evidence relevant to the Notice of Claim claim; (ii) allow the Indemnifying Party’s Representatives to investigate the matter fact, matter, event or circumstance alleged to give rise to such claim and whether and to what extent any amount is payable in respect of such claim; and (iii) disclose (at its own expense) to the ClaimIndemnifying Party and its Representatives all material of which it is aware which relates to the claim and provide all such information and assistance, including access to premises and personnel, and the HL Representative right to examine and copy or Company Shareholder Representativephotograph any assets, accounts, documents and records, as applicable, shall reasonably assist such investigation by giving such information and access to Persons the Indemnifying Party or records as Parent its Representatives may reasonably request. If Parent does not respond , subject to the Notice Indemnifying Party or its Representatives agreeing in such form as the Indemnified Party may reasonably require to keep all such information confidential and to use it only for the purpose of Claim within such twenty investigating and defending the claim in question. (20d) calendar day period, Parent will be deemed to have irrevocably accepted Except in the Claim, case of intentional fraud and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, otherwise provided in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitratorthis Agreement, the arbitrator shall be appointed rights and remedies under this ARTICLE V are exclusive and in lieu of any and all other rights and remedies that any Party may have against any other Party or any failure to perform any covenant or agreement set forth in this Agreement. Each Party expressly waives any and all other rights, remedies and causes of action it or its Affiliates may have against the other Party, or their respective Affiliates, respectively, now or in the future under any Law with respect to the transactions contemplated by JAMSthis Agreement. The arbitration remedies expressly provided in this Agreement shall be held in New York, New York, in constitute the English language. The arbitrator’s fees will be split equally sole and exclusive basis for and means of recourse between the parties Parties with respect to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced transactions contemplated by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partythis Agreement.

Claims. Any action on account of a Loss (a “Claim”) may be asserted by the HL Representative on behalf Indemnified Party wishing to claim indemnification under Section 6.12(a), upon learning of any HL Indemnitee such claim, action, suit, proceeding or by investigation, shall as promptly as possible notify the Company Shareholder Representative on behalf thereof, but the failure to so notify shall not relieve the Company of any Company Indemnitee by giving Parent written notice liability it may have to such Indemnified Party if such failure does not materially prejudice the Company. In the event of any such claim, action, suit, proceeding or investigation (a “Notice of Claim”) which sets forth whether arising before or after the Effective Time), (i) a brief description the Company shall have the right to assume the defense thereof and the Company shall not be liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the nature defense thereof, except that if the Company shall elect not to assume such defense, or counsel for the Indemnified Parties advises in writing that there are issues which raise conflicts of interest between the Claim Company and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and the Company shall pay the reasonable fees and expenses of one such counsel for the Indemnified Parties in any jurisdiction promptly as statements thereof are received, (ii) the total amount Indemnified Parties shall cooperate in the defense of any such matter, and (iii) the actual out-of-pocket Loss or Company shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld), and provided, further, that the anticipated potential Loss (including Company shall not have any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) obligation hereunder to any Claim Indemnified Party when and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity if a court of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, competent jurisdiction shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claimultimately determine, and such acceptance will be binding on determination shall have become final and nonappealable, that the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, indemnification of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, Indemnified Party in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced manner contemplated by an ex parte petition to the Supreme Court of the State of New York, County of New York, this Agreement is not permitted or any court having jurisdiction over the non-moving partyis prohibited by applicable Law.

Claims. (a) Any action on account party seeking indemnification (the “Indemnified Party”) shall promptly notify the other party hereto obligated to provide indemnification hereunder (the “Indemnifying Party”) of a Loss any action, suit, proceeding, demand or breach (a “Claim”) may be asserted with respect to which the Indemnified Party claims indemnification, provided that failure of the Indemnified Party to give such notice shall not relieve any Indemnifying Party of its obligations under this Article 11 except to the extent, if at all, that such Indemnifying Party shall have been prejudiced thereby. If such Claim relates to any action, suit, proceeding or demand instituted against the Indemnified Party by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice a third party (a “Notice of Third Party Claim”) which sets forth ), upon receipt of such notice from the Indemnified Party, the Indemnifying Party shall be entitled to participate in the defense of such Third Party Claim. The Indemnifying Party may assume the defense of such Third Party Claim, and in the case of such an assumption the Indemnifying Party shall have the authority to negotiate, compromise and settle such Third Party Claim provided that: (i) a brief description of the nature of Indemnifying Party confirms in writing that it is obligated to indemnify the Claim and Indemnified Party with respect to such Third Party Claim; (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent Indemnified Party does not respond to give the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, Indemnifying Party written notice that it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New Yorkhas determined, in the English languageexercise of its reasonable discretion, that matters of corporate or management policy or a conflict of interest make separate representation by the Indemnified Party's own counsel advisable; and (iii) the Indemnifying Party establishes to the reasonable satisfaction of the Indemnified Party that the Indemnifying Party has (and will continue to have) adequate financial resources to satisfy and discharge such action or claim. The arbitrator’s fees will Indemnified Party shall retain the right to employ its own counsel and to participate in the defense of any Third Party Claim, the defense of which has been assumed by the Indemnifying Party pursuant hereto, but the Indemnified Party shall bear and shall be split equally between the parties to the arbitration and each party to the arbitration will be solely responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with such participation. (b) Notwithstanding the foregoing provisions of this Section 11.5, (i) no Indemnifying Party shall be entitled to settle any arbitration. The arbitrator’s decision will Third Party Claim without the Indemnified Party's prior written consent unless as part of such settlement the Indemnified Party is released in writing from all liability with respect to such Third Party Claim and (ii) no Indemnified Party shall be final and binding entitled to settle any Third Party Claim without the Indemnifying Party's prior written consent unless as part of such settlement the Indemnifying Party is released in writing from all liability with respect to all matters such Third Party Claim, other than the related claim for indemnification under this Article 11. (c) In the event one party hereunder should have a claim for indemnification that does not involve a Third-Party Claim, the party seeking indemnification shall promptly send notice of substance and procedure and may be enforced by an ex parte petition such Claim to the Supreme Court other party. If the latter disputes such Claim, such dispute shall be resolved by agreement of the State of New York, County of New York, or any court having jurisdiction over the non-moving partyparties.

Claims. Any action on account of In case any Claim is brought by a Loss (a “Claim”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) third party for which sets forth (i) a brief description of the nature of the Claim and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been indemnification is or may be reasonably incurred in connection therewith). Failure made pursuant to give this Agreement, the indemnified Party shall provide prompt Notice written notice thereof to the other Party; provided, however, that the failure of Claim or the indemnified Party to provide copies comply with the foregoing notification provision shall not relieve the indemnifying Party of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or its indemnification obligations under this Article XIhereunder, except to the extent the indemnifying Party is actually and materially prejudiced thereby. Where obligated to indemnify such Claim, the indemnifying Party shall, upon the demand and at the option of the indemnified Party, assume the defense thereof (and only at the expense of the indemnifying Party) within [*] to the extent thattime a response is due in such case, claim or proceeding, whichever occurs first. The Parties shall cooperate reasonably with each other in the defense of any Claim, including making available (under seal if desired, and if allowed) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise all records reasonably necessary to the defense of such Claim, and the HL Representative or Company Shareholder Representative, as applicable, indemnified Party shall reasonably assist such investigation by giving such information have the right to join and access to Persons or records as Parent may reasonably request. If Parent does not respond to participate actively in the Notice indemnifying Party’s defense of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable Each Party shall be entitled to reach an agreement within ten (10) calendar days after receipt prior notice of any settlement of any Claim to be entered into by the HL Representative or Company Shareholder Representative, as applicable, other Party and to reasonable approval of a settlement to the extent such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit Party’s rights would be directly and materially impaired. Without limiting the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New Yorkforegoing, in the English language. The arbitratorevent of any Claim or threatened Claim of infringement involving a portion of any portion of the Software and/or Services provided by Synacor: (i) upon Client’s request and at Synacor’s expense, Synacor will use its best efforts to procure the right or license, on commercially reasonable license terms, for Client to continue to use and otherwise exploit in accordance with the terms hereof such portion of the Software and/or Services at no additional cost or expense to Client other than the fees will be split equally between the parties set forth herein; or (ii) at Synacor’s sole discretion, but upon as much prior written notice to Client as is reasonably practicable, Synacor may modify or alter (to the arbitration extent that Synacor has rights to so modify or alter), or delete any such portion of the Software and/or Services, as the case may be, so as to make such portion non- infringing while maintaining substantially comparable functionalities and each party capabilities of such parts of the Software and/or Services that are material to Client’s then-current or demonstrably anticipated use hereunder. If options (i) and (ii) are not achievable as to any such infringing portion of the arbitration will Software and/or Services: (1) Client may terminate the rights and licenses granted hereunder, in its sole discretion, as to such infringing portion; provided that, if the termination of such infringing portion materially impairs the core functionality and/or capabilities of the Software, then such infringement shall be responsible for the payment of its own costsdeemed a material breach under this Agreement, attorneys’ fees, expert fees and Client may thereafter pursue all of its other fees, costs rights and expenses remedies available under this Agreement and at law or in connection with any arbitration. The arbitrator’s decision will be final and binding equity in addition to terminating as to all matters of substance and procedure and may be enforced by an ex parte petition such infringing portion pursuant to this clause (1), or (2) to the Supreme Court extent Synacor used commercially reasonable efforts to obtain a license or modify the Software and/or Services as set forth in subsections (i) or (ii), and Synacor is reasonably exposed to liability from Client’s continued use of such portion of the State of New Yorkthe Software and/or Services, County of New YorkSynacor may, or any court having jurisdiction over in its discretion, terminate the non-moving partyrights and licenses granted hereunder with respect to such portion; [*].

Claims. Any action on account Upon receipt by an Indemnified Party of a Loss notice of any action, suit, proceedings, claim, demand or assessment made or brought by an unaffiliated third party (a “Third Party Claim”) with respect to a matter for which such Indemnified Party is indemnified under this Article X which has or is reasonably expected to give rise to a claim for Losses, the Indemnified Party shall as soon as practicable, in the case of a Legg Mason Indemnified Party, notify Citigroup and in the case of a Citigroup Indemnified Party, notify Legg Mason (Citigroup or Legg Mason, as the case may be asserted by be, the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of ClaimIndemnifying Party”) which sets forth (i) a brief description of ), in writing, indicating the nature of the such Third Party Claim and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice shall (iia) describe such Third Party Claim in reasonable detail including the total sections of this Agreement which form the basis for such claim; provided that the failure to identify a particular section in such notice shall not preclude the Indemnified Party from subsequently identifying such section as a basis for such claim, (b) attach copies of all substantive written evidence thereof and (c) if possible, set forth an estimate of the amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which Losses that have been or may be reasonably incurred sustained by an Indemnified Party; provided that such estimate shall not be binding or used in connection therewith). Failure place of the actual amount of Losses subject to give prompt Notice this Article X. The Indemnifying Party shall have 30 days after receipt of Claim or notice to provide copies of relevant available documents or elect, at its option, to furnish relevant available data will not constitute a assume and control the defense (in whole or in part) to of, at its own expense and by its own counsel, any such Third Party Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except shall be entitled to assert any and all defenses available to the extent (and only Indemnified Party to the fullest extent that) permitted under Requirements of Law. If the Indemnifying Party shall undertake to compromise or defend any such failure has adversely affected the ability Third Party Claim, it shall promptly, but in any event within 10 Business Days of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of notice from the Notice Indemnified Party of Claim such Third Party Claim, notify the Indemnified Party of its intention to investigate the matter or circumstance alleged to give rise to the Claimdo so, and the HL Representative Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or Company Shareholder Representativedefense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed), unless the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Legg Mason Indemnified Parties or the Citigroup Indemnified Parties, as applicable, from all liability with respect thereto. Notwithstanding an election to assume the defense of such action or proceeding, the Indemnified Party shall reasonably assist have the right to employ separate counsel and to participate in the defense of such investigation by giving such information and access to Persons action or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claimproceeding, and such acceptance will be binding on the Indemnitor. If Parent rejects Indemnifying Party shall bear the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other reasonable fees, costs and expenses of such separate counsel if the (i) Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (ii) Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this Article X, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any arbitrationevent, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. The arbitratorIf the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s decision will be final and binding as expense, to all matters of substance and procedure and may be enforced by an ex parte petition to defend such Third Party Claim; provided, however, that the Supreme Court Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent of the State of New York, County of New York, Indemnifying Party (which consent will not be unreasonably withheld or any court having jurisdiction over the non-moving partydelayed).

Claims. Any action on account (a) At the time when either of a Loss the Consolidated Entities learns of any potential claim under this Agreement (a “Claim”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent against Provident, it will promptly give written notice (a “Notice of ClaimClaim Notice”) which sets forth (i) a brief description of to Provident; provided that the nature of the Claim and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will so notify Provident shall not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations prevent recovery under this Article XIAgreement, except to the extent that Provident shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim and the amount or good faith estimate of the amount of Losses arising therefrom. The Indemnified Party shall deliver to Provident, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (and only including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent thatthat Provident shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article III as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) such failure has adversely affected Provident shall be entitled, at his own expense, to elect in accordance with Section 3.03 below, to assume and control the ability defense of any Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by Provident and reasonably acceptable to the REIT, if it gives written notice of its intention to do so to the Consolidated Entities within thirty (30) days of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of applicable Claim to investigate Notice; provided, however, that the matter or circumstance alleged to give rise to Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New Yorkforegoing, in the English languageevent that Provident exercises the right to undertake any such defense against a Third-Party Claim, the Indemnified Party shall cooperate with Provident in such defense and make available to Provident, at Provident’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by Provident. The arbitratorNo compromise or settlement of such Third-Party Claim may be effected by either the Indemnified Party, on the one hand, or Provident, on the other hand, without the other party’s fees will consent (which shall not be split equally between the parties to the arbitration unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the arbitration will be responsible for business of the payment Indemnified Party that is party to such claim or any of its own costsAffiliates. Notwithstanding the foregoing, attorneys’ fees, expert fees and all if the compromise or settlement of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will such Third-Party Claim could reasonably be final and binding as expected to all matters of substance and procedure and may be enforced by an ex parte petition to adversely affect the Supreme Court status of the State REIT as a real investment trust within the meaning of New YorkSection 856 of the Code, County of New York, then the REIT shall make such decision to compromise or any court having jurisdiction over settle the nonThird-moving partyParty Claim without the need to obtain Provident’s consent.

Claims. Any action on account of a Loss (a 1) In the event that any action, suit or proceeding is brought against either HD Services or the Company (in this Section, an “ClaimIndemnified Party”) in respect of which indemnity may be asserted by sought against the HL Representative other Party (in this Section, an “Indemnifying Party”) in accordance with Section 5.02 or 5.05 as the case may be, the Indemnified Party shall give the Indemnifying Party prompt written notice of any such action, suit or proceeding of which the Indemnified Party has knowledge and the Indemnifying Party shall undertake the investigation and defence thereof on behalf of the Indemnified Party, including employment of counsel acceptable to such Indemnified Party, and make payment of all expenses. (2) No admission of liability and no settlement of any HL Indemnitee action, suit or proceeding shall be made without the consent of the Indemnifying Party and the Indemnified Parties affected, such consent not to be unreasonably withheld. (3) Notwithstanding that the Indemnifying Party shall undertake the investigation and defence of any action, suit or proceeding, an Indemnified Party shall have the right to employ separate counsel in any such action, suit or proceeding and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless: (a) employment of such counsel has been authorised by the Company Shareholder Representative Indemnifying Party; (b) the Indemnifying Party has not assumed the defence of the action, suit or proceeding within a reasonable period of time after receiving notice thereof; (c) the named parties to any such action, suit or proceeding include both the Indemnifying Party and the Indemnified Party and the Indemnified Party shall have been advised by counsel that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party; or (d) there are one or more legal defences available to the Indemnified Party which are different from or in addition to those available to the Indemnifying Party. (4) It is the intention of the parties to constitute each other as trustee for each other’s directors, officers, employees, contractors and agents under this Article 5 and each Party agrees to accept such trust and to hold and enforce such covenants on behalf of its own directors, officers, employees, contractors and agents. (5) For the purposes of this Article 5: (a) “action, suit or proceeding” shall include every action, suit or proceeding, civil, criminal, administrative, investigative or other; and (b) the right of indemnification conferred hereby shall extend to any Company Indemnitee by giving Parent written notice threatened action, suit or proceeding. (6) The foregoing rights of indemnification shall not be exclusive of any other rights to which the Indemnified Parties may be entitled as a “Notice matter of Claim”law or which may be lawfully granted to such Indemnified Parties. (7) which sets forth (i) a brief description Each of the nature Company (in respect of the Claim policies referenced in Section 5.04(1)(c)) and HD Services (ii) the total amount in respect of the actual out-of-pocket Loss policies referenced in Section 9.01) shall use their reasonable commercial endeavours to ensure that the relevant policies of insurance maintained by them contain waivers of subrogation as against one another. (8) The indemnities set out in Section 5.02 or 5.05 shall remain in full force and effect notwithstanding the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice termination of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partyAgreement.

Claims. Any action on account (a) From time to time during the Claims Period, Acquirer may deliver to the Shareholders’ Agent one or more certificates signed by any officer of a Loss Acquirer (each, a “ClaimClaim Certificate”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth ): (i) stating that an Indemnified Person has incurred, paid, reserved or accrued, or in good faith believes that it may incur, pay, reserve or accrue, Indemnifiable Damages (or that with respect to any Tax matters, that any Tax Authority may raise such matter in audit of Acquirer or its subsidiaries, that could give rise to Indemnifiable Damages); (ii) stating the amount of such Indemnifiable Damages (which, in the case of Indemnifiable Damages not yet incurred, paid, reserved or accrued, may be the maximum amount believed by Acquirer in good faith to be incurred, paid, reserved, accrued or demanded by a brief description third party); and (iii) specifying in reasonable detail (based upon the information then possessed by Acquirer) the individual items of such Indemnifiable Damages included in the amount so stated and the nature of the claim to which such Indemnifiable Damages are related. (b) Such Claim and Certificate (i) need only specify such information to the knowledge of such officer of Acquirer as of the date thereof, (ii) the total amount shall not limit any of the actual out-of-pocket Loss rights or remedies of any Indemnified Person with respect to the anticipated potential Loss underlying facts and circumstances specifically set forth in such Claim Certificate and (including iii) may be updated and amended from time to time by Acquirer by delivering any costs updated or expenses which amended Claim Certificate, provided that the delivery of the original Claim Certificate is made within the applicable Claims Period and such update or amendment relates to the underlying facts and circumstances specifically set forth in such original Claims Certificate; provided that all claims for Indemnifiable Damages properly set forth in a Claim Certificate or any update or amendment thereto shall remain outstanding until such claims have been resolved or may be reasonably incurred satisfied, notwithstanding the expiration of such Claims Period. No delay in connection therewith). Failure to give prompt Notice of providing such Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not Certificate within the applicable Claims Period shall affect the Company Shareholders’ or Parent’san Indemnified Person’s rights hereunder, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent unless (and then only to the extent that) the Shareholders’ Agent or the Company Securityholders are materially prejudiced thereby. Acquirer acknowledges that if (A) Acquirer fails to respond to a Third Party Claim by a deadline required pursuant to Applicable Law or a deadline established by the court in which the Third Party Claim was filed (the “Third Party Claim Deadline”), (B) such failure has adversely affected to respond by the ability Third Party Claim Deadline results in (1) a default by Acquirer with respect to the amount claimed in the Third Party Claim, which default prevents Acquirer from contesting the Third Party Claim, (2) judgment entered in favor of the Indemnitors third party in the Third Party Claim and (3) such judgment is final and Acquirer has no ability to defend against or reduce their liability or caused or increased appeal such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty judgment, and (20C) calendar days after its receipt of the Notice of Acquirer did not provide a Claim to investigate the matter or circumstance alleged to give rise Certificate to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond Shareholders’ Agent prior to the Notice of Third Party Claim within Deadline, then such twenty (20) calendar day period, Parent will failure to provide notice shall be deemed to have irrevocably accepted materially prejudiced the ClaimShareholders’ Agent within the meaning of this Section 9.5(b). (c) Solely with respect to Claim Certificates asserting Indemnifiable Damages with a value greater than $500,000, and Acquirer shall deliver such acceptance will be binding Claim Certificates within 120 days following the date on the Indemnitor. If Parent rejects the Claim, it shall, within which Acquirer had actual knowledge of all facts that necessary for Acquirer to make a determination that Acquirer could make a claim for all such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partyIndemnifiable Damages.

Claims. Any action In the event that SGI or the SGI Stockholders (hereinafter collectively referred to as the "Indemnified Party") shall reasonably believe that it has a claim for Damages ("Claim"), it shall give prompt notice in accordance herewith to the Company (the "Indemnifying Party") of the nature and extent of such Claim and the Damages incurred by it. If the Damages are liquidated in amount, the notice shall so state, and such amount shall be deemed the amount of such Claim of the Indemnified Party against the Indemnifying Party. If the amount is not liquidated, the notice shall so state and, in such event, such Claim shall be deemed asserted against the Indemnifying Party but no payment or satisfaction shall be made on account thereof until the amount of a Loss such claim is liquidated. If the Indemnifying Party shall not, within thirty (a “Claim”30) may be asserted days after the giving of such notice by the HL Representative on behalf Indemnified Party, notify the Indemnified Party in accordance herewith that the Indemnifying Party disputes the right of the Indemnified Party to indemnity in respect of such Claim, then any HL Indemnitee such Claim shall be paid or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth satisfied as follows: (i) a brief description if said Claim is liquidated, then payment of such Claim to the nature Indemnified Party shall be made by the Indemnifying Party at the end of the Claim and such period; or (ii) if the total amount of such Claim is unliquidated at the actual out-of-pocket Loss or time notice is originally given to the anticipated potential Loss Indemnifying Party, the Indemnified Party shall give a second notice to the Indemnifying Party when the liquidated amount of such Claim is known and, unless the Indemnifying Party shall object in writing to such amount (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure as opposed to give prompt Notice of the Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’sitself, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated right to be greater than such damages would have been dispute had the Indemnitee given Parent prompt notice hereunder. Parent will have expired) within twenty (20) calendar days after its receipt the giving of the Notice said second notice, payment of such Claim to investigate the matter or circumstance alleged to give rise to Indemnified Party shall be made by the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the ClaimIndemnifying Party. If the parties are unable Indemnifying Party shall not have made payment to reach an agreement within ten (10) calendar days after receipt the Indemnified Party of any Claim when said payment is due, then the Indemnified Party shall have the right to take any and all actions required to collect from the Indemnifying Party the amount of such Claim. Any portion of the amount of Damages asserted by the HL Representative or Company Shareholder RepresentativeIndemnified Party in connection with a Claim shall, if not objected to by the Indemnifying Party in accordance with the procedures established herein, be considered to be subject to satisfaction without further objection, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicableappropriate. If the Indemnifying Party shall notify the Indemnified Party that the Indemnifying Party disputes any Claim or the amount thereof (which notice shall only be given if the Indemnifying Party has a good faith belief that the Indemnified Party is not entitled to indemnity or the full amount of indemnity as claimed) then the parties are hereto shall endeavor to settle and compromise such Claim, or may agree to submit the same to arbitration, and, if unable to agree on the arbitratorany settlement or compromise or on submission to arbitration, the arbitrator such claim shall be appointed settled by JAMS. The appropriate litigation, and any liability and the amount of the Damages established by reason of such settlement, compromise, arbitration or litigation, or incurred as a result thereof, shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration paid and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding satisfied as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partyprovided herein.

Claims. Any action on account (a) The party being indemnified hereunder (the "Indemnified Party") shall give written notice to the party against whom a claim for indemnification is asserted hereunder (the "Indemnifying Party") within the earlier of twenty (20) days of receipt of written notice or forty (40) days from discovery by the Indemnified Party of any matters which may give rise to a Loss claim for indemnification or reimbursement under this Agreement (a “"Claim”"). The failure to give such notice shall not affect the right of the Indemnified Party to indemnity hereunder unless such failure has materially and adversely affected the rights of the Indemnifying Party. (b) In the event an action brought by a third party (a "Third-Party Claim") shall be brought or asserted in respect of which indemnity may be asserted sought by an Indemnified Party under this Section 8.2, the Indemnified Party shall notify the Indemnifying Party in writing thereof within such period of time as to not prejudice the defense thereof, but in any case within twenty (20) days thereof. Subject to this Section 8.2, the Indemnifying Party shall have the opportunity to defend and/or settle such Third-Party Claim, and employ counsel reasonably satisfactory to the Indemnified Party, and the Indemnifying Party shall pay all expenses related thereto, including, without limitation, all fees and expenses of counsel. After receipt of such notice, the Indemnifying Party shall notify the Indemnified Party within twenty (20) days (or such shorter period if necessary so as not to prejudice the defense thereof) in writing whether it will assume the defense thereof. (c) Upon receipt of notice by the HL Representative on behalf Indemnified Party from the Indemnifying Party of its election to assume the defense of such an action and approval of the Indemnified Party of counsel to the Indemnifying Party, which approval shall not be unreasonably withheld or delayed, the Indemnifying Party shall not be liable to the Indemnified Party for any HL Indemnitee legal or other expense subsequently incurred by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth Indemnified Party unless (i) a brief description of the nature of the Claim Indemnifying Party agrees in writing to pay such fees and expenses, (ii) the total amount Indemnifying Party fails either to assume the defense of such action or to employ counsel reasonably satisfactory to the Indemnified Party, or (iii) the Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or that there shall exist some other legal conflict between the interests of the actual outIndemnifying Party and the Indemnified Party. (d) If the Indemnifying Party shall not elect to assume the defense of any Third-of-pocket Loss Party Claim, or if any of the anticipated potential Loss events specified in clauses (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense i) through (in whole or in partiii) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity preceding subsection (c) occurs, the Indemnified Party shall have the right to maintain the defense of indemnitors (the “Indemnitors”)and to settle such Third-Party Claim, duties or obligations under this Article XI, except with counsel reasonably satisfactory to the extent Indemnifying Party; provided, however, that the Indemnifying Party shall retain the right to assume the defense of such Third-Party Claim pursuant to paragraph (c) above, provided that such assumption does not prejudice the defense of such Third-Party Claim. (e) In the event that an offer to settle a Third-Party Claim is received, each of the Indemnified Party and only the Indemnifying Party shall notify the other thereof, in writing, and shall consult with one another in considering such offer. Such offer shall be accepted if the Indemnifying Party so directs in writing unless either (A) the Indemnified Party shall agree in writing that any liability arising out of such Third-Party Claim shall not be a Loss covered hereunder, in which case the Indemnified Party shall have full right to maintain the defense thereof, or (B) the failure to accept such settlement offer is based on the Indemnified Party's reasonable objection to a sanction, restriction, fine, or other penalty that would be imposed on it or its affiliates under the settlement. (f) Notwithstanding anything herein, and whichever party shall have the right to maintain the defense of a Third-Party Claim, each of the Indemnifying Party and the Indemnified Party shall consult with the other with respect thereto, provide each other with such assistance as the other may reasonably require in order to promptly and adequately defend such action, and have the right to participate at its own expense in the defense thereof, with counsel reasonably satisfactory to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partyother.

Claims. Any action on account (a) At the time when either of a Loss the Consolidated Entities learns of any potential claim under this Agreement (a an “Escrow Claim”) may be asserted by against the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent Indemnifying Party, it will promptly give written notice (a “Notice of ClaimClaim Notice”) which sets forth (i) a brief description of to the nature of Principal and the Claim and (ii) Escrow Agent; provided that the total amount of failure to so notify the actual out-of-pocket Loss Principal or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will Escrow Agent shall not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations prevent recovery under this Article XIAgreement, except to the extent that the Indemnifying Party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Escrow Claim. The Indemnified Party shall deliver to the Principal, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (and only including court papers) received by such Indemnified Party relating to a Third Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent thatthat the Indemnifying Party shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article IV as soon as an Escrow Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) such failure has adversely affected The Principal shall be entitled, at his own expense, to elect in accordance with Section 4.06 below, to assume and control the ability defense of any Escrow Claim based on claims asserted by third parties (“Third Party Claims”), through counsel chosen by the Principal and reasonably acceptable to the REIT, if he gives written notice of his intention to do so to the Consolidated Entities within thirty (30) days of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of applicable Claim to investigate Notice; provided, however, that the matter or circumstance alleged to give rise to Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New Yorkforegoing, in the English language. The arbitrator’s fees will be split equally between event that the parties Principal exercises the right to undertake any such defense against a Third Party Claim, the Indemnified Party shall cooperate with the Principal in such defense and make available to the arbitration Principal, at the Principal’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the Principal. No compromise or settlement of such Third Party Claim may be effected by either the Indemnified Party, on the one hand, or the Principal, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the arbitration will be responsible for business of the payment Indemnified Party that is party to such claim or any of its own costsAffiliates. Notwithstanding the foregoing, attorneys’ fees, expert fees and all if the compromise or settlement of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will such Third Party Claim could reasonably be final and binding as expected to all matters of substance and procedure and may be enforced by an ex parte petition to adversely affect the Supreme Court status of the State REIT as a real investment trust within the meaning of New YorkSection 856 of the Code, County of New York, then the REIT shall make such decision to compromise or any court having jurisdiction over settle the non-moving partyThird Party Claim without the need to obtain the Principal’s consent.

Claims. Any action on account (a) From time to time during the Claims Period, Acquirer may deliver to the Securityholders’ Agent one or more certificates signed by any officer of a Loss Acquirer (each, a “ClaimClaim Certificate”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth ): (i) stating that an Indemnified Person has incurred, paid, reserved or accrued, or in good faith believes that it may incur, pay, reserve or accrue Indemnifiable Damages (or that with respect to any Tax matters, that any Tax Authority may raise such matter in audit of Acquirer or its subsidiaries, that could give rise to Indemnifiable Damages; (ii) stating the amount of such Indemnifiable Damages (which, in the case of Indemnifiable Damages not yet incurred, paid, reserved or accrued, may be the maximum amount believed by Acquirer in good faith to be incurred, paid, reserved, accrued or demanded by a brief description third party); and (iii) specifying in reasonable detail (based upon the information then possessed by Acquirer) the individual items of such Indemnifiable Damages included in the amount so stated and the nature of the claim to which such Indemnifiable Damages are related. (b) Such Claim Certificate (i) shall specify all such information to the knowledge of Acquirer as of the date thereof with respect to the underlying facts and circumstances relating to such Claim Certificate and (ii) may be updated and amended from time to time by Acquirer by delivering any updated or amended Claim Certificate, so long as the total amount delivery of the actual out-of-pocket Loss original Claim Certificate is made within the applicable Claims Period and such update or amendment relates to the underlying facts and circumstances specifically set forth in such original Claims Certificate provided that all claims for Indemnifiable Damages properly set forth in a Claim Certificate or any update or amendment thereto shall remain outstanding until such claims have been resolved or satisfied, notwithstanding the expiration of such Claims Period. No delay in providing such Claim Certificate within the applicable Claims Period, or the anticipated potential Loss (including provision of any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure amendment to give prompt Notice of a Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not Certificate, shall affect the Company Shareholders’ or Parent’san Indemnified Person’s rights hereunder, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent unless (and then only to the extent that) such failure has adversely affected the ability of Securityholders’ Agent or the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors Indemnifying Holders are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partymaterially prejudiced thereby.

Claims. Any (a) In case any claim shall be made or action on account brought with respect to a matter referred to in Sections 12.01 or 12.02 hereof, the party entitled to indemnification (the "Indemnified Party") shall promptly notify the party liable therefor hereunder (the "Indemnifying Party") in writing, setting forth the particulars of a Loss (a “Claim”) may such claim or action, and the Indemnifying Party shall assume the defense thereof, including, without limitation, the employment of counsel mutually satisfactory to it and the Indemnified Party. No such claim or action shall be asserted settled by the HL Representative on behalf Indemnifying Party without the Indemnified Party's prior written consent, which shall not be unreasonably withheld; provided, however, that no consent of the Indemnified Party is required in any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth case if (i) a brief description such proposed settlement involves only the payment of money by the nature of the Claim and Indemnifying Party, (ii) the total Indemnifying Party is able to pay the amount of such settlement and all related expenses, and (iii) the actual out-of-pocket Loss terms of such settlement are to remain confidential by agreement of all parties to such action other than the Indemnified Party. If the Indemnifying Party shall not have employed counsel within a reasonable time after receiving notice of commencement of any such action, or if the Indemnified Party shall have concluded that there may be defenses available to it which are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may take actions separately in its own defense and employ separate counsel and all legal and other expenses, including, without limitation, the reasonable fees and expenses of such counsel, incurred by the Indemnified Party shall be borne by the Indemnified Party. (b) Notwithstanding any other provisions of this Agreement, no claim for indemnification shall be brought pursuant to Section 12.01 hereof more than three (3) years after the Closing Date and no claim for indemnification shall be brought pursuant to Section 12.02 hereof more than thirteen (13) months after the later of the Closing Date or the anticipated potential Loss date on which any covenant or obligation in question was required to have been performed, except that with respect to the Seller's representations and warranties contained in Section 4.07 above a claim for indemnification may be brought pursuant to Section 12.02 hereof at any time prior to the lapse of time within which federal, state or local taxing authorities are entitled to assert any tax liability on the part of the Seller for tax periods ending at or prior to the Closing Date. (c) If an Indemnified Party receives any payment from any third party (including any costs insurer) as compensation for any claim by the Indemnified Party after the Indemnifying Party has made any payment under Section 12.01 or expenses which have been Section 12.02 above to the Indemnified Party on account of such claim by the Indemnified Party, then the Indemnified Party shall promptly pay the dollar amount of all such prior indemnification payments to the Indemnifying Party, without demand or may be reasonably incurred in connection therewith). Failure to give prompt Notice notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect kind made by the Company Shareholders’ or Parent’sIndemnifying Party, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (and only to the extent that) of all such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt third-party payments received by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partyIndemnified Party.

Claims. Any action on account of a Loss (a “Claim”a) may be asserted by In the HL Representative on behalf case of any HL third party Action as to which indemnification is sought, the Indemnitor shall, if necessary, retain counsel reasonably satisfactory to the Indemnitee or by and shall have the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth option (i) a brief description of the nature of the Claim and to conduct any proceedings or negotiations in connection therewith, (ii) to take all other steps to settle or defend any such Action (provided that the total amount Indemnitor shall not settle any such Action without the consent of the actual out-of-pocket Loss or the anticipated potential Loss Indemnitee, which consent shall not be unreasonably withheld) and (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in partiii) to employ counsel to contest any Claim and will not affect the Company Shareholders’ such Action or Parent’s, as applicable liability in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (and only to the extent that) such failure has adversely affected the ability name of the Indemnitors to defend against Indemnitee or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had otherwise. In any event, the Indemnitee given Parent prompt notice hereundershall be entitled to participate at its own expense and by its own counsel in any proceedings relating to any third party Action. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it The Indemnitor shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days Business Days of receipt of the Claim Notice, notify the Indemnitee of its intention to assume the defense of such Action. If (i) the Indemnitor shall decline to assume the defense of any such Action, (ii) the Indemnitor shall fail to notify the Indemnitee within ten (10) Business Days after receipt of the Claim Notice of the Indemnitor's election to defend such Action, (iii) the Indemnitee shall have reasonably concluded that there may be defenses available to it that are different from or in addition to those available to the Indemnitor (in which case the Indemnitor shall not have the right to direct the defense of such action on behalf of the Indemnitee), or (iv) a conflict exists between the Indemnitor and the Indemnitee that the Indemnitee has reasonably concluded would prejudice the Indemnitor's defense of such Action, then in each such case the Indemnitor shall not have the right to direct the defense of such action on behalf of the Indemnitee and the Indemnitee shall, at the sole expense of the Indemnitor, defend against such Action and (x) in the event of a circumstance described in clause (i) or (ii), the Indemnitee may settle such Action without the consent of the Indemnitor (and the Indemnitor may not challenge the reasonableness of any such settlement) and (y) in the event of a circumstance described in clause (iii) or (iv), the Indemnitee may not settle such Action without the consent of the Indemnitor (which consent shall not be unreasonably withheld or delayed). The reasonable expenses of all proceedings, contests or lawsuits in respect of such Actions shall be borne and paid by the HL Representative Indemnitor if the Indemnitee is entitled to indemnification hereunder, and the Indemnitor shall pay the Indemnitee, in immediately available funds, the amount of any Damages, within a reasonable time of the incurrence of such Damages. Regardless of which party shall assume the defense or Company Shareholder Representativenegotiation of the settlement of the Action, the parties shall cooperate fully with one another in connection therewith. (b) In the event that the Indemnitee incurs Damages other than with respect to a third party Action, then the Indemnitor shall, within ten (10) Business Days after receipt of the Claim Notice from the Indemnitee, pay to the Indemnitee, in immediately available funds, the amount of such Damages. (c) In the case of any third party Action as to which indemnification is sought, the Indemnitor shall, as applicablepromptly as reasonably possible, notify the Indemnitor of the existence of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim Action and allow Indemnitor to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, participate in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment defense of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partysuch Action.

Claims. Any action on account (a) As promptly as is reasonably practicable after becoming aware of a Loss claim for indemnification under this Agreement not involving a Third Party Claim, the Indemnified Person shall give written notice of such claim to the Indemnifying Person (a “ClaimClaim Notice”) may be asserted by ); provided, however, that the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description failure of the nature Indemnified Person to promptly give such notice shall not relieve the Indemnifying Person of the Claim and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or its obligations under this Article XI, Agreement except to the extent (and only if any) that the Indemnifying Person is materially prejudiced thereby. The Claim Notice shall specify in reasonable detail, to the extent thatthen known, (i) the basis for such failure has adversely affected claim or anticipated Liability and the ability nature of the Indemnitors misrepresentation, breach of warranty, breach of covenant or claim to defend against or reduce their liability or caused or increased which each such liability or otherwise caused item is related, (ii) each individual item of Loss included in the damages for amount so stated and the computation, if possible, of the amount to which the Indemnitors are obligated such Indemnified Person claims to be greater than entitled hereunder, and (iii) the date such damages would have been had item was paid (if paid) or is expected to be paid; provided, however, that any failure to give such notification on a timely basis or to provide any particular details therein shall not relieve the Indemnitee given Parent prompt notice hereunder. Parent will have Indemnifying Person of its obligation to indemnify any Indemnified Person hereunder except to the extent the Indemnifying Person is materially prejudiced thereby. (b) The Indemnifying Person shall respond to the Indemnified Person (a “Claim Response”) within twenty (20) calendar days after its receipt following the date that the Claim Notice is delivered by the Indemnified Person (the “Response Period”). Any Claim Response must specify whether or not the Indemnifying Person disputes the claim(s) described in the Claim Notice or if the Indemnifying Person does not have sufficient information to make such determination and describe in reasonable detail the basis for each such dispute, and describe in reasonable detail the basis for each such dispute. If subsequent to delivering a Claim Notice, the Indemnified Person seeks any Losses related to such claim in addition to those specified in such Claim Notice, then the Indemnified Person shall send an additional Claim Notice for such additional amount in accordance with Section 9.5(a), which the Indemnifying Person may dispute in accordance with this Section 9.5(b). If the Indemnifying Person delivers a Claim Response within the Response Period indicating that the Indemnifying Person disputes one or more of the matters identified in the Claim Notice of Claim to investigate and describing the matter basis thereof or circumstance alleged to give rise to that the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent Indemnifying Person does not respond have sufficient information to the Notice of Claim within make such twenty (20) calendar day perioddetermination, Parent will be deemed to have irrevocably accepted the Claim, then Purchaser and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it Seller shall, within the thirty (30)-day period beginning on the date the Indemnifying Person delivers such twenty (20) calendar day periodClaim Response, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, promptly meet and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate attempt in good faith to resolve the Claimdispute and agree upon the rights of the respective parties with respect to each of such claims to which the Indemnifying Person shall have so objected. If the parties are unable Indemnifying Person delivers a Claim Response within the Response Period indicating that the Indemnifying Person agrees that it has an indemnification obligation but objects that it is obligated to reach pay only an amount less than that set forth in the Claim Notice, the Indemnified Person shall nevertheless be entitled to recover from the Indemnifying Person, and the Indemnifying Person, shall promptly pay to the Indemnified Person, the lesser amount, without prejudice to the Indemnified Person’s claim for the difference. If Purchaser and Seller shall succeed in reaching agreement on the Indemnified Person’s and the Indemnifying Person’s respective rights with respect to any such claims, Purchaser and Seller shall promptly prepare and sign a memorandum setting forth such agreement. If Purchaser and Seller do not resolve a dispute regarding a claim (including with respect to any particular item or amount) within ten thirty (1030) calendar days after receipt by the HL Representative conclusion of the Response Period, either the Indemnifying Person or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, the Indemnified Person may submit the Claim dispute to JAMS Worldwide a court of competent jurisdiction for binding arbitration under a final Order as set forth in Section 10.13 (which Order shall be deemed final when the Comprehensive Arbitration Rules time for appeal, if any, shall have expired and Proceduresno appeal shall have been taken or when all appeals taken shall have been finally determined), or by any other means which arbitration will be conducted Purchaser and Seller shall agree in writing. Upon resolution of such dispute, whether by agreement or by a single arbitrator who court of competent jurisdiction (such resolution, a “Final Determination”), if it is determined that any indemnification payment is required pursuant to this ARTICLE IX such amount shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties paid to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partyIndemnified Person.

Claims. Any action on account of (a) When a Loss party seeking indemnification under Section 11.3, 11.4 or 11.5(a) (a “Claim”the "Indemnified Party") may be asserted by the HL Representative on behalf receives notice of any HL Indemnitee claims made by third parties ("Third Party Claims") or by has any other claim for indemnification other than a Third Party Claim, which is to be the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent basis for a claim for indemnification hereunder, the Indemnified Party shall give prompt written notice thereof to the other party or parties (a “Notice of Claim”the "Indemnifying Party") which sets forth reasonably indicating (ito the extent known) a brief description of the nature of such claims and the Claim and (ii) the total amount basis thereof; provided, however, that failure of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure Indemnified Party to give the Indemnifying Party prompt Notice notice as provided herein shall not relieve the Indemnifying Party of Claim or to provide copies any of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or its obligations under this Article XI, except to the extent (hereunder unless and only to the extent that) such failure has adversely affected that the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would Indemnifying Party shall have been had materially prejudiced thereby. The Indemnified Party shall have the Indemnitee given Parent prompt notice hereunder. Parent will have twenty right to either (20i) calendar days after its receipt assume the defense of any Third Party Claim or (ii) request that the Notice Indemnifying Party assume the defense of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Third Party Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt No compromise or settlement in respect of any Third Party Claims may be effected by the HL Representative Indemnifying Party without the Indemnified Party's prior written consent (which consent shall not be unreasonably withheld or Company Shareholder Representative, as applicable, delayed). Regardless of whether the Indemnified Party assumes the defense of a Third Party Claim or requests the Indemnifying Party to assume such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitratordefense, the arbitrator Indemnifying Party shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and pay all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final thereof, including without limitation fees and binding as to all matters expenses of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partylegal counsel.

Claims. (a) Any action on account of a Loss party seeking indemnification under Section 9.2 (a an “ClaimIndemnified Party”) may be asserted by shall promptly give the HL Representative on behalf of any HL Indemnitee or by party from whom indemnification is being sought (such notified party, the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written “Responsible Party”) notice (a “Notice of ClaimClaim Notice”) of any matter which sets forth (i) such Indemnified Party has determined has given or could give rise to a brief description right of indemnification under Section 9.2, within 30 days of such determination, stating in reasonable detail, the nature of the Claim and (ii) claim, to the total amount extent then known by the Indemnified Party, a good-faith reasonable estimate of the actual out-Loss and method of computation thereof, to the extent then reasonably estimable, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises (it being agreed that the failure to specify any provision of this Agreement in such Claim Notice shall not preclude the Indemnified Party from asserting that there has been a breach of-pocket Loss , or inaccuracy in, or failure to perform such provision); provided that the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure failure to give prompt Notice so notify shall not relieve the Responsible Party of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or its obligations under this Article XIhereunder, except to the extent that the Responsible Party is materially prejudiced thereby. With respect to any recovery or indemnification sought by an Indemnified Party from the Responsible Party that does not involve a Third-Party Claim (and only to as defined below), if the extent that) such failure has adversely affected Responsible Party does not notify the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar Indemnified Party within 30 days after from its receipt of the Claim Notice of Claim to investigate that the matter or circumstance alleged to give rise to Responsible Party disputes such claim (the Claim“Dispute Notice”), and the HL Representative or Company Shareholder Representative, as applicable, Responsible Party shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and agreed with such acceptance will be binding on the Indemnitorclaim. If Parent rejects the Responsible Party has disputed a claim for indemnification under -51- Section 9.2 (including any Third-Party Claim), it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent Responsible Party and the HL Representative or Company Shareholder Representative, as applicable, Indemnified Party shall negotiate proceed in good faith to resolve the Claimnegotiate a resolution to such dispute. If the parties are unable Responsible Party and the Indemnified Party cannot resolve such dispute in 30 days after delivery of the Dispute Notice, such dispute shall be resolved pursuant to reach an agreement within ten the terms of Section 10.15. (10b) calendar If a Proceeding (other than a Tax Proceeding) by a third party (a “Third Party Claim”) is made against any Indemnified Party, and if such Indemnified Party intends to seek indemnity with respect thereto under Section 9.2, such Indemnified Party shall promptly notify 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 materially prejudiced thereby. Other than in connection with a Third Party Claim by a Governmental Authority, the Responsible Party shall have 90 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 thereof, 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. So long as the Responsible Party is reasonably contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such claim; provided, further, that in such event it shall waive any right to indemnity therefor by the HL Representative Responsible Party or Company Shareholder Representativefrom the Escrow Account, as applicablethe case may be, of for such rejection notice, then HL Representative claim unless the Responsible Party shall have consented to such payment or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicablesettlement. If the parties are unable Responsible Party does not notify the Indemnified Party within 90 days after the receipt of the Indemnified Party’s notice of a claim of indemnity hereunder that it elects to agree on undertake the arbitratordefense thereof, the arbitrator Indemnified Party shall be appointed by JAMShave the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. The arbitration Responsible Party shall be held in New Yorknot, New Yorkexcept with the consent of the Indemnified Party, in enter into any settlement that (i) does not include as an unconditional term thereof the English language. The arbitrator’s fees will be split equally between giving by the parties Person or Persons asserting such claim to the arbitration and each party all Indemnified Parties of an unconditional release from all Liability with respect to the arbitration will be responsible for such claim or consent to entry of any judgment, (ii) does not involve only the payment of its own costsmoney damages, attorneys’ fees, expert fees and all (iii) imposes an injunction or other equitable relief upon the Indemnified Party or (iv) includes any admission of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced wrongdoing or misconduct by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partyIndemnified Party.

Claims. Any action on account (a) At the time when the Acquirer learns of a Loss any potential claim for Indemnified Losses under this Agreement (a “Claim”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent ), it will promptly give written notice (a “Notice of ClaimClaim Notice”) which sets forth (i) a brief description of to the nature of Principal; provided that the Claim and (ii) failure to so notify the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will Principal shall not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations prevent recovery under this Article XIAgreement, except to the extent that the Principal shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim. The Indemnified Party shall deliver to the Principal, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (and only including court papers) received by such Indemnified Party relating to a Third Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that) that the Principal shall have been materially prejudiced by such failure failure. Any Indemnified Party may at its option demand indemnity under this Article III as soon as a Claim has adversely affected been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the ability of Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnitors to defend against or reduce their liability or caused or increased such liability Indemnified Party may be liable for, or otherwise caused incur, a Loss as a result thereof. (b) The Principal shall be entitled, at his own expense, to elect to assume and control the damages for which defense of any Claim based on claims asserted by third parties (“Third Party Claims”), through counsel chosen by the Indemnitors are obligated Principal and reasonably acceptable to be greater than such damages would have been had the Indemnitee given Parent prompt Indemnified Parties, if the Principal gives written notice hereunder. Parent will have of his intention to do so to the Acquirer within twenty (20) calendar days after its of the receipt of the Notice of applicable Claim to investigate Notice; provided, however, that the matter or circumstance alleged to give rise to Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New Yorkforegoing, in the English language. The arbitrator’s fees will be split equally between event that the parties Principal exercises the right to undertake any such defense against a Third Party Claim, the Indemnified Party shall cooperate with the Principal in such defense and make available to the arbitration Principal, at the Principal’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the Principal. No compromise or settlement of such Third Party Claim may be effected by either the Indemnified Party, on the one hand, or the Principal, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the arbitration will be responsible for business of the payment Indemnified Party that is party to such claim or any of its own costsAffiliates. Notwithstanding the foregoing, attorneys’ fees, expert fees and all if the compromise or settlement of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will such Third Party Claim could reasonably be final and binding as expected to all matters of substance and procedure and may be enforced by an ex parte petition to adversely affect the Supreme Court status of the State REIT as a real investment trust within the meaning of New YorkSection 856 of the Code, County of New York, then the REIT shall make such decision to compromise or any court having jurisdiction over settle the non-moving partyThird Party Claim without the need to obtain the Principal’s consent.

Claims. Any action on account of 5.4.1. If an Indemnified Party intends to seek indemnification pursuant to this Article V, such Indemnified Party shall promptly give the Indemnifying Party a Loss (a “Claim”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description Claim describing such Claim in reasonable detail; provided, that the failure to provide such notice shall not affect the obligations of the nature Indemnifying Party unless it is actually prejudiced thereby, subject, however, to the time periods specified in Section 5.1 hereof. In the event that such Claim involves a claim by a third party against the Indemnified Party, the Indemnifying Party shall have 30 days after receipt of such notice to decide whether it will undertake, conduct and control, through counsel of its own choosing and at its own expense, the Claim settlement or defense thereof, and (ii) if it so decides, the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred Indemnified Party shall cooperate with it in connection therewith); provided, that the Indemnified Party may participate in such settlement or defense through counsel chosen by it; and provided further, that the fees and expenses of such counsel shall be borne by the Indemnified Party. 5.4.2. Failure to give prompt Notice The Indemnifying Party shall not, without the written consent of Claim the Indemnified Party, settle or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (compromise any action in whole or in part) to any Claim manner that would materially and will not adversely affect the Company Shareholders’ Indemnified Party, other than as a result of money damages or Parent’s, as applicable in other money payments. 5.4.3. If the capacity of indemnitors (Indemnifying Party does not notify the “Indemnitors”), duties or obligations under this Article XI, except to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar Indemnified Party within 30 days after its the receipt of the Indemnified Party's Notice of a Claim of indemnity hereunder that it elects to investigate undertake the matter defense thereof, the Indemnified Party shall have the right to contest, settle or circumstance alleged compromise the Claim but shall not thereby waive any right to give rise indemnity therefor pursuant to this Agreement. 5.4.4. As long as the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist Indemnifying Party is contesting any such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve faith, the Indemnified Party shall not pay or settle any such Claim. If Notwithstanding the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitratorforegoing, the arbitrator Indemnified Party shall be appointed by JAMS. The arbitration shall be held in New Yorkhave the right to pay or settle any such Claim; provided, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving party.that:

Claims. Any action on account of (a) If a Loss claim or demand is made by a Third Party (a “Third Party Claim”) against a SpinCo Indemnitee or a RemainCo Indemnitee (each, an “Indemnified Party”) as to which such Indemnified Party is entitled to indemnification pursuant to this Agreement, such Indemnified Party shall notify the Party which is or may be asserted by required pursuant to Section 5.2 or Section 5.3 to make such indemnification (the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice “Indemnifying Party”) in writing, and in reasonable detail (a “Claim Notice”). The Claim Notice of Claim”) which sets forth (i) a brief description shall be given promptly after the Indemnified Party becomes aware of the nature of facts indicating that a claim for indemnification may be warranted and shall state in reasonable detail (to the Claim and (iiextent known) the total nature and amount of the actual out-of-pocket Loss or claim. The failure of the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure Indemnified Party to give prompt promptly deliver a Claim Notice shall not relieve the Indemnifying Party of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or its obligations under this Article XIARTICLE V, except to the extent that the Indemnifying Party is actually and materially prejudiced by the failure to give such Claim Notice. (b) If a Claim Notice relates to a Third Party Claim, the Indemnifying Party may, through counsel of its own choosing and only reasonably satisfactory to the Indemnified Party, assume the defense and investigation of such Third Party Claim; provided that the Indemnified Party shall be (i) entitled to participate in any such defense with counsel of its own choice at its own expense and (ii) entitled to participate in any such defense with counsel of its own choice at the expense of the Indemnifying Party if representation of both Parties by the same counsel creates a conflict of interest under applicable standards of professional conduct. In any event, if the Indemnifying Party fails to take reasonable steps necessary to defend diligently the Proceeding within thirty (30) days after receiving a Claim Notice with respect to the Third Party Claim, the Indemnified Party may assume such defense, and the fees and expenses of its attorneys will be covered by the indemnity provided for in this ARTICLE V. The Indemnifying Party shall not, without the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), settle or compromise any pending or threatened Third Party Claim in respect of which indemnification may be sought hereunder (whether or not the Indemnified Party is an actual or potential party to such Proceeding) or consent to the entry of any judgment (i) which does not, to the extent thatthat an Indemnified Party may have any Liability with respect to such Proceeding, include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all Liability in respect of such Third Party Claim, (ii) such which includes any statement as to or an admission of fault, culpability or a failure has to act, by or on behalf of any Indemnified Party or (iii) in any manner that involves any injunctive relief against the Indemnified Party or that may materially and adversely affected affect the ability Indemnified Party. The Indemnified Party may not compromise or settle -45- any pending or threatened Third Party Claim without the prior written consent of the Indemnitors to defend against Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or reduce their liability or caused or increased such liability or otherwise caused delayed, unless the damages sole relief granted is equitable relief for which the Indemnitors are obligated to be greater than such damages Indemnifying Party would have been had no Liability or to which the Indemnitee given Parent prompt notice hereunderIndemnifying Party would not be subject. (c) The Parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Third Party Claim. Parent will have twenty In connection with any fact, matter, event or circumstance that may give rise to a claim against an Indemnifying Party under this Agreement, the Indemnified Party shall: (20i) calendar days after its receipt of preserve all material evidence relevant to the Notice of Claim claim; (ii) allow the Indemnifying Party’s Representatives to investigate the matter fact, matter, event or circumstance alleged to give rise to such claim and whether and to what extent any amount is payable in respect of such claim; and (iii) disclose (at its own expense) to the ClaimIndemnifying Party and its Representatives all material of which it is aware which relates to the claim and provide all such information and assistance, including access to premises and personnel, and the HL Representative right to examine and copy or Company Shareholder Representativephotograph any assets, accounts, documents and records, as applicable, shall reasonably assist such investigation by giving such information and access to Persons the Indemnifying Party or records as Parent its Representatives may reasonably request. If Parent does not respond , subject to the Notice Indemnifying Party or its Representatives agreeing in such form as the Indemnified Party may reasonably require to keep all such information confidential and to use it only for the purpose of Claim within such twenty investigating and defending the claim in question. (20d) calendar day period, Parent will be deemed to have irrevocably accepted Except in the Claim, case of intentional fraud and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, otherwise provided in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitratorthis Agreement, the arbitrator shall be appointed rights and remedies under this ARTICLE V are exclusive and in lieu of any and all other rights and remedies that any Party may have against any other Party or any failure to perform any covenant or agreement set forth in this Agreement. Each Party expressly waives any and all other rights, remedies and causes of action it or its Affiliates may have against the other Party, or their respective Affiliates, respectively, now or in the future under any Law with respect to the transactions contemplated by JAMSthis Agreement. The arbitration remedies expressly provided in this Agreement shall be held in New York, New York, in constitute the English language. The arbitrator’s fees will be split equally sole and exclusive basis for and means of recourse between the parties Parties with respect to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced transactions contemplated by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partythis Agreement.

Claims. (a) Any action on account claim under Section 9.1 shall be made by written notice from the Indemnitee to the Stockholder Representative specifying in reasonable detail the amount and basis of a Loss (a “Claim”) may be asserted by the HL Representative on behalf claim. When an Indemnitee seeking indemnification under Section 9.1 receives notice of any HL claim by a third party ("THIRD PARTY CLAIM"), including without limitation any Government Entity, which is to be the basis for a claim for indemnification hereunder, the Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent shall give written notice to the Escrow Agent reasonably indicating (a “Notice of Claim”to the extent known) which sets forth (i) a brief description of the nature of such claims and the Claim basis thereof and (ii) shall include with such notice the total amount claim and any and all documentation provided by the claimant, and the Escrow Agent will promptly notify the Stockholder Representative of such Third Party Claim. The notice shall be given as soon as practicable, but in the event of a complaint filed with any Government Entity, not later than ten days after the Indemnitee has received written notice of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith)Third Party Claim. Failure to give prompt Notice of Claim or Any failure by an Indemnitee to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will such notice shall not affect the obligations of the holders of Outstanding Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XIShares hereunder, except to the extent of any Damages caused by such delay. (and only b) Upon notice from the Indemnitee, the holders of the Outstanding Company Shares may, but shall not be required to, assume the defense of any such Third Party Claim, including its compromise or settlement, by counsel of their own choosing reasonably acceptable to the extent that) such failure has adversely affected Indemnitee, and the ability holders of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages Outstanding Company Shares, if it is a claim for which the Indemnitors are obligated indemnification is agreed or determined to be greater than applicable and such damages would have been had holders assume the defense, shall pay all costs and expenses thereof and shall be fully responsible for the outcome thereof; provided, however, that the Stockholder Representative shall consult regularly with the Indemnitee given Parent prompt regarding the defense of such Third Party Claim and may not settle or compromise any Third Party Claim without the Indemnitee's prior written consent (which consent shall not be unreasonably withheld or delayed) and that the Indemnitee shall be entitled to participate in the defense of such Third Party Claim at its own expense. The Stockholder Representative shall give written notice hereunder. Parent will have twenty (20) calendar to the Indemnitee of the intention of the holders of the Outstanding Company Shares to assume the defense of any such Third Party Claim within ten days after its receipt of the Notice of Indemnitee's written notice with respect to such Third Party Claim to investigate the matter or circumstance alleged to give rise and shall acknowledge in writing whether it accepts liability to the Indemnitee for any Damages of the Indemnitee as a result of such Third Party Claim; provided, that the Stockholder Representative shall have the right to dispute any Third Party Claim. If the Stockholder Representative does not, within ten days after receipt of the Indemnitee's written notice, give written notice to the Indemnitee of the assumption by the holders of the Outstanding Company Shares of the defense of the Third Party Claim, and the HL Representative or holders of the Outstanding Company Shareholder Representative, as applicable, Shares shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted waived their rights to defend the Third Party Claim. (c) The holders of the Outstanding Company Shares shall have no liability with respect to any compromise or settlement of a Third Party Claim effected without the prior written consent of the Stockholder Representative (which consent shall not be unreasonably withheld or delayed). Notwithstanding the foregoing, if the party that has made or filed the Third Party Claim seeks remedies other than monetary damages that could materially adversely affect the business or results of operations of Parent or the Surviving Corporation, then the Indemnitee, Parent and/or the Surviving Corporation shall assume the defense of any such Third Party Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claimincluding its compromise or settlement, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing by counsel of its rejectionown choosing reasonably acceptable to the Stockholder Representative; in which event, specifying if such Damages are determined to exist, the factual or legal basis therefor, holders of the Outstanding Company Shares shall pay all reasonable costs and Parent expenses of such defense and investigation and the HL Representative or holders of the Outstanding Company Shareholder Representative, as applicable, Shares shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for all other Damages related to the payment of its own outcome thereof (which costs, attorneys’ feesexpenses and other Damages may be payable to the Company and other Indemnities from the Escrow Fund); provided, expert fees and all however, that the Indemnitee shall consult regularly with the Stockholder Representative regarding the defense of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure such Third Party Claim and may not settle or compromise any such Third Party Claim without the Stockholder Representative's prior written consent (which consent shall not be enforced by an ex parte petition to unreasonably withheld or delayed) and that the Supreme Court holders of the State Outstanding Company Shares shall be entitled to participate in the defense of New York, County of New York, or any court having jurisdiction over the non-moving partysuch Third Party Claim at their own expense.

Claims. Any Promptly after receipt by a Party of any claim or Notice of the commencement of any action, administrative, or legal proceeding, or investigation as to which the indemnity provided for in this Article 1716 may apply, the Indemnified Party shall notify the Indemnifying Party in writing of such fact. The Indemnifying Party shall assume the defense thereof with counsel designated by the Indemnifying Party and satisfactory to the Indemnified Party,; provided, if the defendants in any such action on account include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Indemnifying Party, the Indemnified Party shall have the right to select and be represented by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. If the Indemnifying Party fails to assume the defense of a Loss (a “Claim”) claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle, or pay such claim; provided, settlement or full payment of any such claim may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description made only following consent of the nature Indemnifying Party or, absent such consent, written opinion of the Claim Indemnified Party’s counsel that such claim is meritorious or warrants settlement. Except as otherwise provided in this Article 1716, in the event that a Party is obligated to indemnify and (ii) hold the total other Party and its successors and assigns harmless under this Article 1716, the amount owing to the Indemnified Party will be the amount of the actual out-of-pocket Loss or the anticipated potential Loss (including Indemnified Party’s damages net of any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt insurance proceeds received by the HL Representative or Company Shareholder Representative, as applicable, of Indemnified Party following a reasonable effort by the Indemnified Party to obtain such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partyinsurance proceeds.

Claims. Any action on account (a) At the time when the Acquirer learns of a Loss any potential claim for Indemnified Losses under this Agreement (a “Claim”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent ), it will promptly give written notice (a “Notice of ClaimClaim Notice”) which sets forth (i) a brief description of to the nature of Indemnifying Parties; provided that the Claim and (ii) failure to so notify the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will Indemnifying Parties shall not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations prevent recovery under this Article XIAgreement, except to the extent that the Indemnifying Parties shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim. The Indemnified Party shall deliver to the Indemnifying Parties, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (and only including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that) that the Indemnifying Parties shall have been materially prejudiced by such failure failure. Any Indemnified Party may at its option demand indemnity under this Article III as soon as a Claim has adversely affected been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the ability of Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnitors to defend against or reduce their liability or caused or increased such liability Indemnified Party may be liable for, or otherwise caused incur, a Loss as a result thereof. (b) The Indemnifying Parties shall be entitled, at their own expense, to elect to assume and control the damages for which defense of any Claim based on claims asserted by third parties (“Third-Party Claims”), through counsel chosen by the Indemnitors are obligated Indemnifying Parties and reasonably acceptable to be greater than such damages would have been had the Indemnitee given Parent prompt Indemnified Parties, if the Indemnifying Parties give written notice hereunder. Parent will have of their intention to do so to the Acquirer within twenty (20) calendar days after its of the receipt of the Notice of applicable Claim to investigate Notice; provided, however, that the matter or circumstance alleged to give rise to Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New Yorkforegoing, in the English language. The arbitrator’s fees will be split equally between event that the parties Indemnifying Parties exercise the right to undertake any such defense against a Third-Party Claim, the Indemnified Party shall cooperate with the Indemnifying Parties in such defense and make available to the arbitration Indemnifying Parties, at the Indemnifying Parties’ expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Parties. No compromise or settlement of such Third-Party Claim may be effected by either the Indemnified Party, on the one hand, or the Indemnifying Parties, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the arbitration will be responsible for business of the payment Indemnified Party that is party to such claim or any of its own costsAffiliates. Notwithstanding the foregoing, attorneys’ fees, expert fees and all if the compromise or settlement of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will such Third-Party Claim could reasonably be final and binding as expected to all matters of substance and procedure and may be enforced by an ex parte petition to adversely affect the Supreme Court status of the State REIT as a real investment trust within the meaning of New YorkSection 856 of the Code, County of New York, then the REIT shall make such decision to compromise or any court having jurisdiction over settle the nonThird-moving partyParty Claim without the need to obtain the Indemnifying Parties’ consent.

Claims. Any action on account of a Loss party seeking indemnification (a “Claim”the "Indemnified Party") may be asserted by shall give the HL Representative on behalf of any HL Indemnitee or by party from whom indemnification is requested (the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent "Indemnifying Party") written notice (a “Notice of Claim”) which sets forth (i) a brief description as soon as reasonably quantifiable after the Indemnified Party has received notice or knowledge of the nature matter that has given or could give rise to a right of indemnification under this Agreement. Such notice shall state the amount of Losses, if known, and the method of computation thereof, all with reasonable particularity and shall contain a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed. The failure of the Claim and (ii) Indemnified Party to notify the total amount Indemnifying Party in a timely manner of the actual out-of-pocket Loss or matter to which the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred indemnification set forth in connection therewith). Failure to give prompt Notice this Section relates shall not relieve the Indemnifying Party of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or its obligations under this Article XI, hereunder except to the extent that the Indemnifying Party is materially prejudiced thereby. With respect to any Losses arising from any third party claim (and only a "Third Party Claim"), the Indemnified Party shall give the Indemnifying Party written notice soon as reasonably quantifiable after receiving notice of any Third Party Claim. The failure of the Indemnified Party to notify the Indemnifying Party in a timely manner of the claim to which the indemnification set forth in this Section relates shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that) that the Indemnifying Party is materially prejudiced thereby. The Indemnified Party shall have the right to control the defense of such failure has adversely affected Third Party Claim through counsel of its choice and at the ability expense of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused Indemnifying Party. Throughout the damages for which defense of a Third Party Claim, the Indemnitors are obligated to be greater than such damages would have been had Indemnified Party shall consult with the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt Indemnifying Party, keep the indemnifying Party informed of the Notice progress and strategy of Claim the claim and use commercially reasonable efforts to investigate take the matter or circumstance alleged to give rise Indemnifying Party's input with respect to the Claim, progress and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court strategy of the State of New York, County of New York, or any court having jurisdiction over the non-moving partyclaim into account.

Claims. Any action on account Upon receipt by an Indemnified Party of a Loss notice of any action, suit, proceedings, claim, demand or assessment made or brought by an unaffiliated third party or Governmental Authority (a “Third Party Claim”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (with respect to a “Notice of Claim”) matter for which sets forth (i) a brief description of the nature of the Claim and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations such Indemnified Party is indemnified under this Article XI, except to the extent (and only to the extent that) such failure X which has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged is reasonably expected to give rise to a claim for Losses, the ClaimIndemnified Party shall as soon as practicable, in the case of a Xxxx Xxxxx Indemnified Party, notify Citigroup and in the case of a Citigroup Indemnified Party, notify Xxxx Xxxxx (Citigroup or Xxxx Xxxxx, as the case may be, the “Indemnifying Party”), in writing, indicating the nature of such Third Party Claim and the HL Representative basis therefor; provided, however, that any delay or Company Shareholder Representativefailure by the Indemnified Party to give notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. Such written notice requirement shall be satisfied by promptly transmitting the statement of claim, complaint, regulatory correspondence or other document triggering the indemnification to the Indemnifying Party along with a cover letter stating briefly why the Indemnified Party believes the claim is subject to indemnification. Such notice shall be sent by facsimile or overnight delivery service in accordance with Section 11.3. The Indemnifying Party shall have 10 Business Days after receipt of notice to elect, at its option, to assume and control the defense of, at its own expense and by its own counsel, any such Third Party Claim and shall be entitled to assert any and all defenses available to the Indemnified Party to the fullest extent permitted under Requirements of Law; provided, however, that the right of the Indemnifying Party to assume and control the defense of any Third Party Claim shall not apply in the case of a Third Party Claim that seeks indemnification solely as a result of a breach of representations covered under Section 10.2(a) or 10.3(a), as applicable, if and only if the parties mutually agree that the Losses reasonably expected to be indemnifiable by the Indemnifying Party as a result of such Third Party Claim are not expected, when taken together with prior Losses and pending and reasonably foreseeable future Losses, to exceed, in the case of breaches of representations covered under Section 10.2(a), the Citigroup Threshold (or remaining Citigroup Threshold) and, in the case of breaches of representations covered under Section 10.3(a), the Xxxx Xxxxx Threshold (or remaining Xxxx Xxxxx Threshold); provided further that the Indemnifying Party shall have the right to assume and control the defense of any such Third Party Claim previously being controlled by the Indemnified Party pursuant to the immediately preceding proviso at such time as the Indemnifying Party determines that the applicable Third Party Claim, either alone or when taken together with prior Losses and pending and reasonably assist such investigation by giving such information and access foreseeable future Losses, is expected to Persons exceed, in the case of breaches of representations covered under Section 10.2(a), the Citigroup Threshold (or records as Parent may reasonably requestremaining Citigroup Threshold) and, in the case of breaches of representations covered under Section 10.3(a), the Xxxx Xxxxx Threshold (or remaining Xxxx Xxxxx Threshold). If Parent does not respond the Indemnifying Party shall undertake to the Notice of Claim within compromise or defend any such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Third Party Claim, it shallshall promptly, but in any event within 10 Business Days of the receipt of notice from the Indemnified Party of such twenty (20) calendar day periodThird Party Claim, notify the HL Representative Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or Company Shareholder Representativedefense against, any such Third Party Claim; provided, however, that the Indemnifying Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed), unless the relief consists solely of money Losses to be paid by the Indemnifying Party and includes a provision whereby the plaintiff or claimant in the matter releases the Xxxx Xxxxx Indemnified Parties or the Citigroup Indemnified Parties, as applicable, from all liability with respect thereto. Notwithstanding an election to assume the defense of such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in writing the defense of its rejection, specifying the factual such action or legal basis thereforproceeding, and Parent and the HL Representative or Company Shareholder Representative, as applicable, Indemnifying Party shall negotiate in good faith to resolve bear the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other reasonable fees, costs and expenses of such separate counsel if the (i) Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (ii) Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any Third Party Claim subject to this Article X, keep such Persons informed of all developments relating to any such Third Party Claims and provide copies of all relevant correspondence and documentation relating thereto. All costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. In any arbitrationevent, the Indemnified Party shall have the right at its own expense to participate in the defense of such asserted liability. The arbitratorIf the Indemnifying Party receiving such notice of a Third Party Claim does not elect to defend such Third Party Claim or does not defend such Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s decision will be final and binding as expense, to all matters of substance and procedure and may be enforced by an ex parte petition to defend such Third Party Claim; provided, however, that the Supreme Court Indemnified Party shall not settle, compromise or discharge, or admit any liability with respect to, any such Third Party Claim without the written consent of the State of New York, County of New York, Indemnifying Party (which consent will not be unreasonably withheld or any court having jurisdiction over the non-moving partydelayed).

Claims. Any action on account of In the event that either Buyer or Seller (the “Indemnified Party”) desires to make a Loss claim against the other (a the “Indemnifying Party”) under Sections 13.1 and 13.2 in connection with the action, suit, proceeding or demand at any time instituted against or made upon the Indemnified Party for which the Indemnified Party may seek indemnification hereunder (the “Claim”) may be asserted by ), the HL Representative on behalf Indemnified Party shall notify the Indemnifying Party of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description such Claim and of the nature Indemnified Party’s claim of indemnification with respect thereto, provided that the failure of the Claim and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure Indemnified Party to give prompt Notice such notice shall not relieve the Indemnifying Party of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations its obligation under this Article XI, Section 13.3 except to the extent (and only to extent, if at all, that the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would Indemnifying Party shall have been had the Indemnitee given Parent prompt notice hereunderprejudiced thereby. Parent will have twenty (20) calendar days after its Upon receipt of the Notice such notice from the Indemnified Party, the Indemnifying Party shall be entitled to participate in the defense of Claim to investigate the matter or circumstance alleged to give rise to the such Claim, and if and only if each of the HL Representative or Company Shareholder Representativefollowing conditions are satisfied, as applicablethe Indemnifying Party may assume the defense of such Claim and in the case of such an assumption, the Indemnifying Party shall reasonably assist have the authority to negotiate, compromise and settle such investigation by giving Claim: 13.3.1 The Indemnifying Party agrees in writing to indemnify the Indemnified Party with respect to such information and access to Persons or records as Parent may reasonably request. If Parent Claim; and 13.3.2 The Indemnified Party does not respond to give the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, Indemnifying Party written notice that it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New Yorkhas determined, in the English languageexercise of its reasonable discretion, that matters of corporate or management policy or a conflict of interest make separate representation by the Indemnified Party’s own counsel advisable. The arbitrator’s fees will Indemnified Party shall retain the right to employ its own counsel and to participate in the defense of any Claim, the defense of which has been assumed by the Indemnifying Party pursuant hereto, but the Indemnified Party shall bear and shall be split equally between the parties to the arbitration and each party to the arbitration will be solely responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partysuch participation.

Claims. Any action on account (a) The party being indemnified hereunder (the "Indemnified Party") shall give written notice to the party against whom a claim for indemnification is asserted hereunder (the "Indemnifying Party") within the earlier of twenty (20) days of receipt of written notice or forty (40) days from discovery by the Indemnified Party of any matters recognized by the Indemnified Party as providing a Loss basis for a claim for indemnification or reimbursement under this Agreement (a “"Claim”"). The failure to give such notice shall not affect the right of the Indemnified Party to indemnity hereunder unless such failure has materially and adversely affected the rights of the Indemnifying Party. (b) In the event an action brought by a third party (a "Third-Party Claim") shall be brought or asserted in respect of which indemnity may be asserted sought by an Indemnified Party under this Section 5.2, the Indemnified Party shall notify the Indemnifying Party in writing thereof within such period of time as to not prejudice the defense thereof, but in any case within twenty (20) days thereof. Subject to this Section 5.2, the Indemnifying Party shall have the opportunity to defend and/or (subject to the provisions of Section 5.2(e) below) settle such Third-Party Claim, and employ counsel reasonably satisfactory to the Indemnified Party, and the Indemnifying Party shall pay all expenses related thereto, including without limitation all fees and expenses of counsel. After receipt of such notice, the Indemnifying Party shall notify the Indemnified Party within twenty (20) days (or such shorter period if necessary so as not to prejudice the defense thereof) in writing whether it will assume the defense thereof. (c) Upon receipt of notice by the HL Representative on behalf Indemnified Party from the Indemnifying Party of its election to assume the defense of such an action and approval of the Indemnified Party of counsel to the Indemnifying Party, which approval shall not be unreasonably withheld or delayed, the Indemnifying Party shall not be liable to the Indemnified Party for any HL Indemnitee legal or other expense subsequently incurred by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth Indemnified Party unless (i) a brief description of the nature of the Claim Indemnifying Party agrees in writing to pay such fees and expenses, (ii) the total amount Indemnifying Party fails either to assume the defense of such action or to employ counsel reasonably satisfactory to the Indemnified Party, or (iii) the Indemnified Party shall have been advised of counsel that there may be one or more legal defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or that there shall exist some other legal conflict between the interests of the actual outIndemnifying Party and the Indemnified Party. (d) If the Indemnifying Party shall not elect to assume the defense of any Third-of-pocket Loss Party Claim, or if any of the anticipated potential Loss events specified in clauses (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense i) through (in whole or in partiii) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity preceding subsection (c) occurs, the Indemnified Party shall have the right to maintain the defense of indemnitors (the “Indemnitors”)and to settle such Third-Party Claim, duties or obligations under this Article XI, except with counsel reasonably satisfactory to the extent Indemnifying Party; provided, however, that the Indemnifying Party shall retain the right to assume the defense of such Third-Party Claim pursuant to paragraph (and only to the extent thatc) above, provided 29 30 that such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent assumption does not respond to prejudice the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, defense of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the nonThird-moving partyParty Claim.

Claims. Any action on account In the event that either ALEI or Xenotech Rental (the "Indemnified Party") desires to make a claim against the other (the "Indemnifying Party") under Section 13.1 and 13.2 in connection with any action, suit, proceeding or demand at any time instituted against or made upon the Indemnified Party for which the Indemnified Party may seek indemnification hereunder (the "Claim"), the Indemnified Party shall notify the Indemnifying Party of a Loss (a “Claim”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description such Claim and of the nature Indemnified Party's claim of indemnification with respect thereto, provided that failure of the Claim and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure Indemnified Party to give prompt Notice such notice shall not relieve the Indemnifying Party of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or its obligations under this Article XI, Section 12 except to the extent (and only to extent, if at all, that the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would Indemnifying Party shall have been had the Indemnitee given Parent prompt notice hereunderprejudiced thereby. Parent will have twenty (20) calendar days after its Upon receipt of such notice from the Notice Indemnified Party, the Indemnifying Party shall be entitled to participate in the defense of Claim to investigate the matter or circumstance alleged to give rise to the such Claim, and if and only if each of the HL Representative or Company Shareholder Representativefollowing conditions is satisfied, as applicable, shall reasonably assist the Indemnifying Party may assume the defense of such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and in the case of such acceptance will be binding on an assumption the Indemnitor. If Parent rejects Indemnifying Party shall have the authority to negotiate, compromise and settle such Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, : 12.3.1 The Indemnifying Party agrees in writing of its rejection, specifying to indemnify the factual or legal basis therefor, and Parent and Indemnified Party with respect to such Claim; and 12.3.2 The Indemnified Party does not give the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New YorkIndemnifying Party written notice that it has determined, in the English languageexercise of its reasonable discretion, that matters of corporate or management policy or a conflict of interest make separate representation by the Indemnified Party's own counsel advisable. The arbitrator’s fees will Indemnified Party shall retain the right to employ its own counsel and to participate in the defense of any Claim, the defense of which has been assumed by the Indemnifying Party pursuant hereto, but the Indemnified Party shall bear and shall be split equally between the parties to the arbitration and each party to the arbitration will be solely responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partysuch participation.

Claims. (a) Any action on account party seeking indemnification (the “Indemnified Party”) shall promptly notify the other party hereto obligated to provide indemnification hereunder (the “Indemnifying Party”) of a Loss any action, suit, proceeding, demand or breach (a “Claim”) may be asserted with respect to which the Indemnified Party claims indemnification, provided that failure of the Indemnified Party to give such notice shall not relieve any Indemnifying Party of its obligations under this Article 11 except to the extent, if at all, that such Indemnifying Party shall have been prejudiced thereby. If such Claim relates to any action, suit, proceeding or demand instituted against the Indemnified Party by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice a third party (a “Notice of Third Party Claim”) which sets forth ), upon receipt of such notice from the Indemnified Party, the Indemnifying Party shall be entitled to participate in the defense of such Third Party Claim. The Indemnifying Party may assume the defense of such Third Party Claim, and in the case of such an assumption the Indemnifying Party shall have the authority to negotiate, compromise and settle such Third Party Claim provided that: (i) a brief description of the nature of Indemnifying Party confirms in writing that it is obligated to indemnify the Claim and Indemnified Party with respect to such Third Party Claim; (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent Indemnified Party does not respond to give the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, Indemnifying Party written notice that it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New Yorkhas determined, in the English languageexercise of its reasonable discretion, that matters of corporate or management policy or a conflict of interest make separate representation by the Indemnified Party’s own counsel advisable; and (iii) the Indemnifying Party establishes to the reasonable satisfaction of the Indemnified Party that the Indemnifying Party has (and will continue to have) adequate financial resources to satisfy and discharge such action or claim. The arbitrator’s fees will Indemnified Party shall retain the right to employ its own counsel and to participate in the defense of any Third Party Claim, the defense of which has been assumed by the Indemnifying Party pursuant hereto, but the Indemnified Party shall bear and shall be split equally between the parties to the arbitration and each party to the arbitration will be solely responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with such participation. (b) Notwithstanding the foregoing provisions of this Section 11.5, (i) no Indemnifying Party shall be entitled to settle any arbitration. The arbitratorThird Party Claim without the Indemnified Party’s decision will prior written consent unless as part of such settlement the Indemnified Party is released in writing from all liability with respect to such Third Party Claim and (ii) no Indemnified Party shall be final and binding entitled to settle any Third Party Claim without the Indemnifying Party’s prior written consent unless as part of such settlement the Indemnifying Party is released in writing from all liability with respect to all matters such Third Party Claim, other than the related claim for indemnification under this Article 11. (c) In the event one party hereunder should have a claim for indemnification that does not involve a Third-Party Claim, the party seeking indemnification shall promptly send notice of substance and procedure and may be enforced by an ex parte petition such Claim to the Supreme Court other party. If the latter disputes such Claim, such dispute shall be resolved by agreement of the State of New York, County of New York, or any court having jurisdiction over the non-moving partyparties.

Claims. Any action on account All claims for indemnification by a Company Indemnitee or a Purchaser Indemnitee pursuant to this Section 9 shall be made as follows: (a) If a Company Indemnitee or a Purchaser Indemnitee has incurred or suffered Losses for which it is entitled to indemnification under this Section 9, such Company Indemnitee or Purchaser Indemnitee, as the case may be, shall give prompt written notice of such claim (a "Claim Notice") to the Purchaser or the Company, as applicable. Each Claim Notice shall state the amount of claimed Losses (the "Claimed Amount"), if known, and the basis for such claim. (b) Within 20 days after delivery of a Loss Claim Notice, the indemnifying party under this Section 9 (a “Claim”the "Indemnifying Party") shall provide to the Company Indemnitee or the Purchaser Indemnitee, as the case may be asserted by (the HL Representative on behalf of any HL Indemnitee or by "Indemnified Party"), a written response (the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”"Response Notice") in which sets forth the Indemnifying Party shall: (i) a brief description agree that all of the nature of Claimed Amount is owed to the Claim and Indemnified Party, (ii) the total amount agree that part, but not all, of the actual out-of-pocket Loss Claimed Amount (the "Agreed Amount") is owed to the Indemnified Party, or (iii) contest that any of the anticipated potential Loss (including any costs Claimed Amount is owed to the Indemnified Party. The Indemnifying Party may contest the payment of all or expenses which have been a portion of the Claimed Amount only based upon a good faith belief that all or may be reasonably incurred in connection therewith). Failure to give prompt Notice such portion of Claim or to provide copies of relevant available documents or to furnish relevant available data will the Claimed Amount does not constitute a defense Losses for which the Indemnified Party is entitled to indemnification under this Section 9. If no Response Notice is delivered by the Indemnifying Party within such 20-day period, the Indemnifying Party shall be deemed to have agreed that all of the Claimed Amount is owed to the Indemnified Party. (in whole or in partc) to any Claim and will not affect If the Company Shareholders’ or Parent’s, as applicable Indemnifying Party in the capacity Response Notice agrees (or is deemed to have agreed) that all of indemnitors the Claimed Amount is owed to the Indemnified Party, the Indemnifying Party shall owe to the Indemnified Party an amount equal to the Claimed Amount to be paid in the manner set forth in this Section 9. If the Indemnifying Party in the Response Notice agrees that part, but not all, of the Claimed Amount is owed to the Indemnified Party, the Indemnifying Party shall owe to the Indemnified Party an amount equal to the agreed amount set forth in such Response Notice to be paid in the manner set forth in this Section 9. (d) No delay on the “Indemnitors”), duties part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligations under this Article XI, obligation hereunder except to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their any actual damage, liability or prejudice caused by or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, arising out of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partydelay.

Claims. Any action on account of a Loss (a a) In the event that either the Purchaser Indemnified Parties or the Seller Indemnified Parties is entitled to indemnification under this Agreement (each, an “ClaimIndemnified Party”) may be asserted by and seeks to exercise its rights to obtain indemnification for Indemnified Loss, the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written Indemnified Party shall promptly deliver a notice (a the “Notice of ClaimIndemnification Demand”) which sets forth to the indemnifying party (“Indemnifying Party”): (i) a brief description specifying in reasonable detail the matters giving rise to the claimed Indemnified Losses and the applicable provisions of the nature of the Claim and this Agreement that have been breached by such matters; (ii) stating the total amount of the actual out-of-pocket Loss or the anticipated potential Loss Indemnified Losses (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent then known); and (iii) specifying in reasonable detail the individual items included in the claimed Indemnified Losses and only to the extent thatdate each such item was paid, properly accrued, or arose. (b) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty The Indemnifying Party shall, within thirty (2030) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise Indemnification Demand, deliver a written notice to the ClaimIndemnified Party stating either that (i) the Indemnifying Party agrees it is liable for the claimed Indemnified Losses, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist (ii) objecting in reasonable detail to such investigation by giving such information and access to Persons or records as Parent may reasonably requestIndemnification Demand. If Parent does not the Indemnifying Party shall agree to be liable for the Indemnified Losses, the Indemnifying Party shall promptly pay Indemnified Party the amount of the claimed Indemnified Losses. If the Indemnifying Party shall fail to respond to the Notice of Claim within such twenty thirty (2030) calendar day period, Parent will the Indemnifying Party shall be deemed to have irrevocably accepted consented to such Indemnification Demand. (c) In case the ClaimIndemnifying Party shall object to any claim by the Indemnified Party in an Indemnification Demand, the Indemnifying Party and such acceptance will be binding the Indemnified Party shall attempt in good faith, using commercially reasonable efforts, for a period of thirty (30) calendar days commencing on the Indemnitor. If Parent rejects date of such objection to agree upon the Claim, it shall, within rights of the respective parties with respect to each of such twenty (20) calendar day period, notify claims in the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the ClaimIndemnification Demand. If the parties are unable should so agree, the claims set forth in the Indemnification Demand shall be modified as necessary to reach an agreement within ten reflect such agreement, and the Indemnifying Party shall pay to the Indemnified Party the amount reflected in such agreement. (10d) calendar days after receipt In the event of any Claim brought by a third party against any Indemnified Party which is covered by the HL Representative indemnification provisions of Section 11.01 or Company Shareholder RepresentativeSection 11.02 (in each such case, as applicablea “Third-Party Claim”), the Indemnified Party shall promptly cause written notice of the assertion of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Third-Party Claim to JAMS Worldwide for binding arbitration under be forwarded to the Comprehensive Arbitration Rules and ProceduresIndemnifying Party. The Indemnifying Party, which arbitration will be conducted on behalf of the Indemnified Party, shall have the right to elect to assume control of the defense of any Third-Party Claim with counsel engaged by Indemnifying Party (unless (i) the Indemnifying Party is also a single arbitrator who shall be mutually agreed by Parent Person against whom the Third-Party Claim is made and the HL Representative or Company Shareholder RepresentativeIndemnified Party determines in good faith that joint representation would be inappropriate, as applicable. If (ii) the parties are unable Indemnifying Party fails to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties provide reasonable assurance to the arbitration and each party to the arbitration will be responsible for the payment Indemnified Party of its own costs, attorneys’ fees, expert fees financial capacity to defend such Third-Party Claim and all of its other fees, costs and expenses provide indemnification with respect to such Third-Party Claim or (iii) such Third-Party Claim relates to or arises in connection with any arbitrationcriminal or quasi-criminal Claim or any Claim by a Governmental Authority pursuant to Environmental Laws). The arbitrator’s decision will be final In the event of a conflict of interest between the Indemnifying Party and binding the Indemnified Party as to the defense of any Third-Party Claim for which indemnification is required hereunder, the Indemnified Party may engage counsel of its own choice to participate in the defense of such Third-Party Claim (which counsel shall be reasonably acceptable to Indemnifying Party). (e) If the Indemnifying Party has the right to and does elect to defend any Third-Party Claim, Indemnifying Party shall: (i) conduct the defense of such Third-Party Claim actively and diligently and keep the Indemnified Party reasonably informed of material developments in the Third-Party Claim at all matters stages thereof, and (ii) to the extent practicable, permit the Indemnified Party and its counsel to confer with the Indemnifying Party regarding the conduct of substance the defense thereof. Each of the Indemnified Party and procedure and the Indemnifying Party (at their respective expense ) shall render to the other party such assistance as may be enforced reasonably required in order to ensure the proper and adequate defense thereof and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the other party in connection therewith; provided, however, that the Indemnified Party shall not have an ex parte petition obligation to disclose any information or documents that are proprietary, subject to confidentiality restrictions (unless the recipient of such information signs a confidentiality agreement reasonably acceptable to the Supreme Court disclosing Indemnified Party) or privileged (including pursuant to any attorney-client privilege). (f) If the Indemnifying Party has the right to and does elect to defend any Third-Party Claim, the Indemnifying Party shall have the right to enter into any settlement of a Third-Party Claim without the consent of the State Indemnified Party, provided that (i) such settlement does not involve any injunctive or other equitable relief or the contractual equivalent thereof binding upon the Indemnified Party, (ii) such settlement expressly and unconditionally releases the Indemnified Party from all Indemnified Losses and obligations with respect to such claim, with prejudice, and (iii) such settlement does not include an admission of New York, County of New York, or any court having jurisdiction over wrongdoing by the non-moving partyIndemnified Party.

Claims. (a) Any action on account notice of a Loss claim for indemnification shall specify the facts alleged to constitute a breach and the representations, warranties and covenants alleged to have been breached and shall be accompanied by an estimate of the amount of Losses due to such breach. (b) If any party entitled to indemnification hereunder (the "INDEMNITEE") is subject to any action, suit, proceeding or demand at any time instituted against or made upon it for which it may seek indemnification hereunder (a “"CLAIM") from a party hereto (the "INDEMNITOR"), the Indemnitee shall notify the Indemnitor of such Claim as soon as reasonably practicable after becoming aware of such Claim (specifying in reasonable detail the nature and amount of the Claim”) may ); PROVIDED that failure to give such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent the Indemnitor shall have been prejudiced by such failure. Upon receipt of such notice, the Indemnitor shall be asserted by entitled to participate in and, at the HL Representative on behalf Indemnitee's option, assume the defense of any HL Indemnitee or by such Claim with counsel reasonably satisfactory to the Company Shareholder Representative on behalf Indemnitee, and in the case of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth such an assumption the Indemnitor shall have the authority to negotiate, compromise and settle such Claim for the Indemnitee; PROVIDED, HOWEVER, that (i) the Indemnitor shall conduct such settlement or defense at all times in good faith and in a brief description of the nature of the Claim reasonable manner and (ii) the total amount of Indemnitor shall promptly reimburse the actual Indemnitee for all out-of-pocket Loss expenses incurred as a result of the assumption by the Indemnitor of control of such settlement or defense. Neither Indemnitor nor Indemnitee shall enter into any settlement without the anticipated potential Loss prior written consent of the other party, which consent shall not be unreasonably withheld. (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure c) The Indemnitee shall retain the right to give prompt Notice of Claim or employ its own counsel at its own expense to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable participate in the capacity defense of indemnitors (any Claim, the “Indemnitors”), duties or obligations under this Article XI, except to defense of which has been assumed by the extent (and only to Indemnitor. The Indemnitee shall cooperate in all respects in the extent that) such failure has adversely affected the ability defense of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, including refraining from taking any position adverse to the Indemnitor. (d) For any Losses, other than Losses arising from the Excluded Liability, the Indemnitor shall have no indemnity obligation pursuant to this Section 8 until the Losses of the Indemnitee exceed $300,000 in the aggregate from all matters as to which such party would be entitled to indemnification pursuant to Section 8, at which point the indemnity obligation of the Indemnitor shall cover all Losses in excess of such threshold amount. With respect to the Excluded Liability, the Indemnitors shall fully and completely indemnify the Indemnitees for all Losses from the first dollar. In determining the amount of claims against an Indemnitor pursuant to this Section 8, other than with respect to the Excluded Liability, the tax effect (federal, state, local or foreign) to the Indemnitee by reason of such claims (or the events giving rise to such claims) and the HL Representative or Company Shareholder Representative, as applicable, receipt of such indemnification payment shall reasonably assist such investigation be included in the calculation of the amount to be paid by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects . (e) The maximum indemnity obligation of any Seller under this Agreement shall not exceed the Claim, it shall, within aggregate purchase price received by such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, Seller as applicable, set forth in writing of its rejection, specifying the factual or legal basis therefor, and Parent Section 2.1 and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, Schedule of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partySellers.

Claims. Any action on account (a) If an indemnified party (an "Indemnified Party") intends to seek indemnification pursuant to this Article V, such Indemnified Party shall promptly notify the indemnifying party (the "Indemnifying Party"), in writing, of a Loss (a “Claim”) may be asserted by such claim describing such claim in reasonable detail, provided, that the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description of the nature of the Claim and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or failure to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will such notice shall not affect the Company Shareholders’ or Parent’s, as applicable in obligations of the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (Indemnifying Party unless and only to the extent that) it is actually prejudiced thereby, subject, however, to the time periods specified in Section 5.4 hereof. In the event that such failure has adversely affected claim involves a claim by a third party against an Indemnified Party, the ability Indemnifying Party shall have 30 days after receipt of such notice to decide whether it will undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and if it so decides, the Indemnified Party shall cooperate with it in connection therewith, provided, that the Indemnified Party may participate in such settlement or defense through counsel chosen by it, and provided further, that the reasonable fees and expenses of such counsel shall be borne by the Indemnified Party. The Indemnifying Party shall not, without the written consent of the Indemnitors to defend against Indemnified Party (which consent shall not be unreasonably withheld), settle or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claimcompromise any action. If the parties are unable to reach an agreement Indemnifying Party does not notify the Indemnified Party within ten (10) calendar 30 days after the receipt by of notice of a claim of indemnity hereunder that it elects to undertake the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitratordefense thereof, the arbitrator Indemnified Party shall be appointed by JAMS. The arbitration have the right to contest, settle or compromise the claim but shall be held in New York, New York, in not pay or settle any such claim without the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court consent of the State Indemnifying Party (which consent shall not be unreasonably withheld). (b) The parties shall cooperate fully in all aspects of New Yorkany investigation, County defense, pre-trial activities, trial, compromise, settlement or discharge of New Yorkany claim in respect of which indemnity is sought pursuant to Article V, or any court having jurisdiction over including, but not limited to, by providing the non-moving partyother party with reasonable access to employees and officers (including as witnesses) and other information.

Claims. (a) Any action on account claim under Section 8.1 shall be made by written notice from the Indemnitee to each Indemnitor specifying in reasonable detail the amount and basis of the claim. When an Indemnitee seeking indemnification under Section 8.1 receives notice of any claim by a Loss third party, including without limitation any Governmental Body (a “Third Party Claim”) may ), which is to be asserted by the HL Representative on behalf of any HL basis for a claim for indemnification hereunder, the Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent shall give written notice to each Indemnitor reasonably indicating (a “Notice of Claim”to the extent known) which sets forth (i) a brief description of the nature of such claims and the basis thereof and shall include with such notice the claim and any and all documentation provided by the claimant. The notice shall be given as soon as practicable, but in any event no later than ten days after the service upon Indemnitee of any Third Party Claim and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including that is contained in a complaint filed with any costs or expenses which have been or may be reasonably incurred in connection therewith)Government Body. Failure to give prompt Notice of Claim or Any failure by an Indemnitee to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will such notice shall not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or any Indemnitor’s indemnification obligations under this Article XIhereunder, except to the extent (and only to the extent thatextent) of any Damages proximately caused by such failure has adversely affected delay. (b) Upon notice from the ability Indemnitee, any Indemnitor that is not a Buyer/Affiliate may, but shall not be required to, assume the defense of any such Third Party Claim, including its compromise or settlement (without admitting liability therefore), by representatives of its own choosing reasonably acceptable to the Indemnitors Indemnitee, and such Indemnitor, if it is a claim for which indemnification is agreed or determined to defend against be applicable and the Indemnitor assumes the defense, shall pay all costs and expenses thereof and shall be fully responsible for the outcome thereof; provided, however, that the Indemnitor shall consult regularly with the Indemnitee regarding the defense of such Third Party Claim and may not settle or reduce their compromise any Third Party Claim unless such settlement or compromise involves no liability or caused obligations on the part of an Indemnitee without the Indemnitee’s prior written consent (which consent shall not be unreasonably withheld, conditioned or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had delayed), and that the Indemnitee given Parent prompt shall be entitled to participate in the defense of such Third Party Claim at its own expense. Such Indemnitor shall give written notice hereunder. Parent will have twenty (20) calendar to the Indemnitee as to its intention to assume the defense of any such Third Party Claim within ten business days after its the date of receipt of the Notice Indemnitee’s written notice in respect of such Third Party Claim to investigate the matter stating whether or circumstance alleged to give rise not it accepts liability to the Indemnitee for any Damages of the Indemnitee as a result of such Third Party Claim. If the Indemnitor does not, within ten business days after the Indemnitee’s notice is given, give written notice to the Indemnitee of its assumption of the defense of the Third Party Claim, Seller and the HL Representative or Company Shareholder Representative, as applicable, Shareholders shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted waived their rights to control the defense thereof. Notwithstanding the foregoing, an Indemnitee may elect to, but shall not be required to, jointly control the defense of any claim subject to indemnification hereunder in the event the potential Damages with respect to such Third Party Claim, when aggregated with all other satisfied and pending Damages with respect to claims under Section 8.1 hereof, exceeds the applicable indemnification limits set forth in Section 8.3 hereof; provided that in such acceptance will case, neither the Indemnitor nor the Indemnitee may settle or compromise such claim without the prior written consent of the other party (which consent shall not be binding on unreasonably withheld, conditioned or delayed); and provided, further, that in such case the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent Indemnitee and the HL Representative or Company Shareholder Representative, as applicable, Indemnitor shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of bear its own costs, attorneys’ fees, expert fees and all of its other fees, respective costs and expenses incurred in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters the defense of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partysuch claim.

Claims. Any action on account of (a) Whenever any claim for indemnification shall arise under this Section 10, including a Loss third party claim (each, a “Claim”), the Party seeking indemnification (the “Indemnitee”) shall notify in writing the Party from which indemnification is sought (the “Indemnitor”) of the Claim promptly after Indemnitee becomes aware of the Claim’s existence, specifying the factual basis for the Claim and the amount or an estimate (if known or reasonably determinable) of the liability that may arise therefrom (an “Indemnification Notice”). (b) For an Indemnitee to be asserted entitled to any indemnification provided for under this Agreement arising out of or involving a claim or demand made by the HL Representative on behalf of any HL Indemnitee third party, including a claim or demand made by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice Governmental Entity (a “Notice of Third Party Claim”) which sets forth (i) a brief description of the nature of the Claim and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or the Indemnitee shall provide an Indemnification Notice to the Indemnitor relating to the Third Party Claim as soon as possible after the Indemnitee’s receipt of notice of the Third Party Claim. Thereafter, the Indemnitee shall deliver to the Indemnitor copies of all notices and documents, including all court papers, received by the Indemnitee relating to the Third Party Claim. An Indemnitee’s failure to provide an Indemnification Notice promptly shall not relieve the Indemnitor from its indemnification obligations under this Article XIwith respect to the subject of the Indemnification Notice, except to the extent the Indemnitor is materially prejudiced as a result of such failure. (and only c) If a Third Party Claim is made against an Indemnitee, then the Indemnitor shall be entitled to participate in the extent that) such failure has adversely affected the ability defense of the Indemnitors Third Party Claim and, if the Indemnitor so chooses, to defend against or reduce their liability or caused or increased such liability or otherwise caused assume the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt defense of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Third Party Claim. If the parties are unable Indemnitor so elects to reach an agreement within ten (10) calendar days after receipt assume the defense of a Third Party Claim, then the Indemnitor shall not be liable to the Indemnitee for legal expenses subsequently incurred by the HL Representative or Company Shareholder Representative, as applicable, Indemnitee in connection with the defense of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicableThird Party Claim. If the parties Indemnitor assumes such defense, then the Indemnitee shall have the right to participate in the defense of the Third Party Claim and to employ counsel, at its own expense, separate from the counsel employed by the Indemnitor, it being understood, however, that the Indemnitor shall control such defense, but shall not have the right to settle, adjust or compromise such Third Party Claim without the consent of the Indemnitee which consent shall not be unreasonably withheld, conditioned or delayed. If the Indemnitor chooses to defend any Third Party Claim, then the Parties shall cooperate in the defense of the Third Party Claim. Such cooperation shall include the retention and (upon the Indemnitor’s request) provision to the Indemnitor of records that are unable reasonably relevant to agree the Third Party Claim and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided. If the arbitratorIndemnitor, within a reasonable time after receipt of an Indemnification Notice relating to a Third Party Claim, chooses not to assume defense of the Third Party Claim or fails to defend the Third Party Claim actively and in good faith, then the Indemnitee shall (upon further notice to the Indemnitor) have the right to undertake the defense of the Third Party Claim; provided, however, that, if indemnification is to be sought hereunder, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New YorkIndemnitee may not to settle, New York, in adjust or compromise such Third Party Claim without the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court consent of the State of New YorkIndemnitor which consent shall not be unreasonably withheld, County of New York, conditioned or any court having jurisdiction over the non-moving partydelayed.

Claims. Any action on account of (a) At the time when a Loss (a “Claim”) may be asserted by the HL Representative on behalf New REIT Indemnified Party learns of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent Indemnity Claim, New REIT will promptly give written notice (a “Notice of ClaimClaim Notice”) which sets forth (i) a brief description of to RLJ Development; provided that the nature of the Claim and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will so notify shall not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations prevent recovery under this Article XIAgreement, except to the extent that any potential defense to such claim shall have been prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the applicable New REIT Indemnified Party giving rise to such Indemnity Claim. New REIT shall deliver to RLJ Development, promptly after any New REIT Indemnified Party’s receipt thereof, copies of all notices and documents (and only including court papers) received by such New REIT Indemnified Party relating to any Indemnity Claim based on claims asserted by third parties (“Third Party Claim”); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent thatthat any potential defense to such claim shall have been prejudiced by such failure. New REIT may, at its option, demand indemnity under this Article 9 as soon as an Indemnity Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as New REIT shall in good faith determine that such claim is not frivolous and that the New REIT Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof. (b) such failure has adversely affected RLJ Development shall be entitled to elect to assume and control the ability defense of any Third Party Claim, through counsel chosen by RLJ Development and reasonably acceptable to New REIT, if it gives written notice of its intention to do so to New REIT within thirty (30) days of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of applicable Claim Notice; provided, however, that New REIT may at all times participate in such defense at its own expense. Without limiting the foregoing, if RLJ Development exercises the right to investigate the matter or circumstance alleged to give rise to the undertake any such defense against a Third Party Claim, New REIT shall cooperate with RLJ Development in such defense and make available to RLJ Development, at RLJ Development’s expense, all witnesses, pertinent records, materials and information in the HL Representative possession of, or Company Shareholder Representativeunder the control of, any New REIT Indemnified Party relating thereto as applicableis reasonably required by RLJ Development. No compromise or settlement of such Third Party Claim may be effected by either New REIT, on the one hand, or RLJ Development, on the other hand, without the other party’s consent (which shall reasonably assist not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against a New REIT Indemnified Party or against the Holdback Fund, (ii) each party that is party to such investigation by giving claim is released from all liability with respect to such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claimclaim, and such acceptance will be binding on (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the Indemnitorbusiness of New REIT or any of New REIT’s Affiliates. If Parent rejects Notwithstanding the Claimforegoing, it shall, within such twenty (20) calendar day period, notify if the HL Representative compromise or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, settlement of such rejection noticeThird Party Claim could reasonably be expected to adversely affect the status of New REIT as a real investment trust within the meaning of Section 856 of the Code, then HL Representative New REIT shall make such decision to compromise or Company Shareholder Representative, as applicable, may submit settle the Third Party Claim without the need to JAMS Worldwide for binding arbitration under obtain the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicableother party’s consent. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, All costs and expenses incurred by RLJ Development pursuant to this Section 9.2(b) shall be reimbursed from the Holdback Fund in connection accordance with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partySection 9.3.

Claims. Any action on account of a Loss The party entitled to be indemnified (a the “ClaimIndemnified Party”) will give prompt written notice to the party liable for such indemnification (the “Indemnifying Party”) of any Third-Party Action which is reasonably anticipated to give rise to any claim for which indemnification may be asserted by required under this Agreement; provided, however, that the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description failure of the nature of the Claim and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or Indemnified Party to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and such notice will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or Indemnifying Party’s obligations under this Article XI, except to the extent (and only to the extent that) Section 6 if such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to materially prejudice the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the ClaimIndemnifying Party. If the parties are unable Indemnified Party notifies the Indemnifying Party of a Third-Party Action against the Indemnified Party that the Indemnifying Party acknowledges is a Third-Party Action for which it must indemnify the Indemnified Party under this Agreement, the Indemnifying Party will be entitled to reach an agreement within ten assume the defense and control of the Third-Party Action at its own cost and expense; provided, however, that the Indemnified Party (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable) will have the right to be represented by its own counsel at its own cost in such matters. Neither Imation nor TDK may concede, settle or compromise any Third-Party Action without the consent of the other party, such rejection notice, then HL Representative consents not to be unreasonably withheld or Company Shareholder Representative, as applicable, may submit delayed. Each party will reasonably cooperate with the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules other party and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, its counsel in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court course of the State defense of New Yorkany the Third-Party Action, County of New Yorksuch cooperation to include without limitation using reasonable efforts to provide or make available documents, or any court having jurisdiction over the non-moving partyinformation and witnesses.

Claims. Any action on account of a Loss In the event that either Party (a the “ClaimIndemnified Party”) may has a claim or in the event that any claim or demand for which the other Party (the “Indemnifying Party”) would be liable to the Indemnified Party is asserted against or sought to be collected by a third party (“Claims”), the HL Representative on behalf Indemnified Party shall promptly notify the Indemnifying Party of any HL Indemnitee such Claim specifying the nature of such Claim and the amount or by the Company Shareholder Representative on behalf estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of any Company Indemnitee by giving Parent written notice the final amount of such Claim) (a the “Claim Notice”), provided that the failure to promptly notify the Indemnifying Party shall not operate to waive, reduce or extinguish the Indemnified Party’s rights hereunder unless and to the extent such failure prejudices the Indemnifying Party. The Indemnifying Party shall have 10 Business Days from its receipt of the Claim Notice (the “Notice of ClaimPeriod”) which sets forth to notify the Indemnified Party (i) a brief description of whether or not the nature of Indemnifying Party disputes its liability to the Indemnified Party with respect to such Claim and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the total amount Indemnified Party against such Claim; provided, however, that the Indemnified Party is authorized prior to and during the Notice Period to file any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests; provided further, that the Indemnified Party shall use its reasonable efforts to provide the Indemnifying Party with notice of any such filing and an opportunity to comment on such filing. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that the Indemnifying Party does not dispute such liability and desire to defend against such Claim, then except as provided below, the Indemnifying Party shall have the right to defend by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion in such a manner as to avoid any risk of the actual out-of-pocket Loss Indemnified Party becoming subject to liability for any other matter. If the Indemnified Party desires to participate in, but not control, any such defense or the anticipated potential Loss (including any costs or expenses which have been or settlement it may be reasonably incurred in connection therewith)do so at its sole cost and expense. Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’sIf, as applicable in the capacity reasonable opinion of indemnitors (the “Indemnitors”)Indemnified Party, duties any such Claim involves an issue or matter that could have an adverse effect on the business, operations, assets, properties or prospects of the Indemnified Party or an Affiliate of the Indemnified Party, the Indemnified Party shall have the right to control the defense or settlement of any such Claim, and its reasonable costs and expenses shall be included as part of the indemnification obligations of the Indemnifying Party under this Article XI. If the Indemnifying Party disputes its liability with respect to such Claim or elects not to defend against such Claim, except whether by not giving timely notice as provided above or otherwise, then the amount of any such Claim, or, if the same be contested by the Indemnifying Party, then that portion of such Claim as to which such defense is unsuccessful, shall be conclusively deemed to be a liability of the Indemnifying Party under this Agreement (subject, if the Indemnifying Party has timely disputed liability, to a determination that the disputed liability is covered by these indemnification provisions). Nothing herein shall be deemed to prevent the Indemnified Party from making a Claim hereunder for potential or contingent Claims provided the Claim Notice sets forth the specific basis for any such potential or contingent Claim and the estimated amount of a Claim to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, then feasible and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist Indemnified Party has reasonable grounds to believe that such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of a Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partymade.

Claims. Any action on account of a Loss (a “Claim”) may All claims for indemnification under Section 5.2 shall be asserted and resolved pursuant to this Section 5.3. Any person claiming under Section 5.2 is hereinafter referred to as the “Indemnified Party” and any person against whom such claims are asserted hereunder is hereinafter referred to as the “Indemnifying Party.” If any Damages are asserted against or sought to be collected from an Indemnified Party by a third person, said Indemnified Party shall with reasonable promptness provide to the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent Indemnifying Party a written notice (a “Notice of Claim”) which sets forth (i) a brief description claim specifying in reasonable detail the specific nature of and specific basis of the nature Damages and the estimated amount of such Damages (“Claim Notice”). Notwithstanding the preceding sentence, failure of the Claim and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure Indemnified Party to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will notice hereunder shall not constitute a defense (in whole or in part) to any Claim and will not affect release the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or Indemnifying Party from its obligations under this Article XISection 5.2, except to the extent (and only to the extent that) Indemnifying Party is actually prejudiced by such failure has adversely affected to give notice. The Indemnifying Party shall have 30 days from the ability of the Indemnitors to defend against personal delivery or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party (a) whether or not it disputes the liability of Claim to investigate the matter or circumstance alleged to give rise Indemnifying Party to the ClaimIndemnified Party hereunder with respect to such Damages and (b) whether or not it desires, at the sole cost and expense of the HL Representative Indemnifying Party, to defend the Indemnified Party against such Damages; provided, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or Company Shareholder Representative, as applicable, other pleading that it deems necessary or appropriate to protect its interests or those of the Indemnifying Party (and of which it shall reasonably assist such investigation by giving such information have given notice and access opportunity to Persons or records as Parent may reasonably request. If Parent does not respond comment to the Notice of Claim within such twenty (20Indemnifying Party) calendar day period, Parent will be deemed and not prejudicial to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the ClaimIndemnifying Party. If the parties are unable Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to reach an agreement within ten (10) calendar days after receipt by defend the HL Representative or Company Shareholder RepresentativeIndemnified Party against such Damages, as applicablethe Indemnifying Party shall have the right to defend all appropriate proceedings, and with counsel of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Proceduresits own choosing, which arbitration will be conducted by a single arbitrator who proceedings shall be mutually agreed promptly settled or prosecuted by Parent and the HL Representative or Company Shareholder Representative, as applicablethem to a final conclusion. If the parties are unable Indemnified Party desires to agree on participate in, but not control, any such defense or settlement it may do so at its sole cost and expense. If requested by the arbitratorIndemnifying Party, the arbitrator shall be appointed by JAMSIndemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Damages that the Indemnifying Party elects to contest. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and No claim may be enforced by an ex parte petition to settled or otherwise compromised without the Supreme Court prior written consent of the State of New York, County of New York, or any court having jurisdiction over the non-moving partyIndemnifying Party.

Claims. Any Promptly after receipt by a Party of any claim or Notice of the commencement of any action, administrative, or legal proceeding, or investigation as to which the indemnity provided for in this Article 16 may apply, the Indemnified Party shall notify the Indemnifying Party in writing of such fact. The Indemnifying Party shall assume the defense thereof with counsel designated by such Party and satisfactory to the Indemnified Party, provided, however, that if the defendants in any such action on account include both the Indemnified Party and the‌ Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Indemnifying Party, the Indemnified Party shall have the right to select and be represented by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. If the Indemnifying Party fails to assume the defense of a Loss (a “Claim”) claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle, or pay such claim, provided that settlement or full payment of any such claim may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description made only following consent of the nature Indemnifying Party or, absent such consent, written opinion of the Claim Indemnified Party’s counsel that such claim is meritorious or warrants settlement otherwise provided in this Article 16, in the event that a Party is obligated to indemnify and (ii) hold the total other Party and its successors and assigns harmless under this Article 16, the amount owing to the Indemnified Party will be the amount of the actual out-of-pocket Loss or the anticipated potential Loss (including Indemnified Party’s damages net of any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt insurance proceeds received by the HL Representative or Company Shareholder Representative, as applicable, of Indemnified Party following a reasonable effort by the Indemnified Party to obtain such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partyinsurance proceeds.

Claims. Any action on account (a) If, at any time, a Party or Parties (herein, whether one or more, a "Notifying Party") believes that it has incurred or suffered or that it will incur or suffer liabilities, losses or costs (herein collectively "Damages") because of the incorrectness or breach of a Loss representation or warranty in Article 3 or 4 (a “Claim”whether as of the date hereof or at the Closing Time) may be asserted by or the HL Representative on behalf of any HL Indemnitee or certificates delivered by the Company Shareholder Representative on behalf pursuant to Section 6.1 and 6.2 hereof, or the breach of any covenant set forth in Section 2.3(d), 8.1, 8.4, 8.5, 9.3 or 9.6 or this Section 9.1 or Articles 10, 11 or 13, or any amount of Taxes or Alberta Crown Royalties finally established by a Court of competent jurisdiction, or agreed by the Representative to be payable by the Company Indemnitee as the result of an Assessment as contemplated in Section 9.6, or any such amount paid in good faith by giving Parent the Company or the Purchaser (without the consent of the Representative) with respect to an Assessment as contemplated in Sections 9.6(b) and (d), or any claim by Jefferies for indemnification pursuant to the Jefferies Indemnification Letter as the case may be, or the fraud of the Company or any of the Vendors, as the result of which it has an actual or potential claim for Damages or amounts or that for any other reason it has any claim hereunder (each such claim being referred to as a "Contractual Claim"), the Notifying Party shall forthwith give written notice (herein the "Claim Notice") to the other Parties (herein, whether one or more, the "Receiving Party") and to the Escrow Agent of the matter giving rise to the Contractual Claim. The notification shall specify in reasonable detail the subject matter of the Contractual Claim, to the extent then known to the Notifying Party. The Parties agree to deal in good faith in the settlement or resolution of any Contractual Claim. (b) Upon notice to the Notifying Party within 10 Business Days after receipt of a “Claim Notice, the Receiving Party shall have the right, in good faith, at its own expense (not to be paid from the Escrow Account) and employing counsel of its own choice, to contest and assume the defence of any Contractual Claim which may result from a Claim made by a third party. In such event, the Notifying Party shall have the right to retain its own counsel but the fees and expenses of such counsel shall be at the expense of the Notifying Party. The failure to give such notice of intent to defend a Contractual Claim shall constitute a waiver of the Receiving Party's right to defend such Contractual Claim under this Section 9.1(b) and shall preclude the Receiving Party from disputing the manner in which the Notifying Party may in good faith conduct the defence of such Contractual Claim or the reasonableness of any amount paid in good faith by the Notifying Party in satisfaction of such Contractual Claim. The Receiving Party shall not compromise or settle any Contractual Claim without the consent of the Notifying Party, not to be unreasonably withheld. (c) The failure by a Party to give a Claim Notice to the other Parties with respect to any Contractual Claim shall relieve the other Parties of their obligations with respect to the particular Contractual Claim”, but only if and to the extent that the other Parties are prejudiced by such failure. The failure by a Party to give the other Parties a Claim Notice with respect to any actual or potential Contractual Claim within the period applicable by virtue of Section 5.1(b) which sets forth shall relieve the Parties against whom the particular Contractual Claim is or may be made of any liability with respect to such Contractual Claim. (d) The Parties will cooperate with each other in providing access to their respective records in connection with Contractual Claims. The Purchaser shall preserve such data and other information as may reasonably be required in connection with a Contractual Claim until the end of the limitation period applicable by virtue of Section 5.1(b). The Notifying Party will use reasonable efforts to make available to the Receiving Party: (i) a brief description those Persons who are then employees of the nature Notifying Party or the Vendors whose assistance, testimony or presence is necessary or advisable to assist the Receiving Party to evaluate and defend the subject matter of the Claim and a Contractual Claim; and (ii) all documents, records and other materials in the total amount possession or control of the actual out-of-pocket Loss or Notifying Party and reasonably required by the anticipated potential Loss (including any costs or expenses which have been or Receiving Party to evaluate and defend the subject matter of a Contractual Claim, and, subject to the other provisions of this Agreement, shall otherwise cooperate in all reasonable respects with the Receiving Party in evaluating and defending the subject matter of Contractual Claims. The Purchaser shall preserve all documents, records and other material as may reasonably be reasonably incurred required in connection therewith). Failure with the subject matter of a Contractual Claim, for so long as the obligation to give prompt Notice indemnify continues in effect. (e) Notwithstanding any other provision of Claim this Agreement to the contrary, the representation and warranty set forth in Section 3.9(i) shall be breached, untrue or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim incorrect only if and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (and only to that the extent that) such failure has adversely affected the ability aggregate of the Indemnitors tax pool amounts referred to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated by category in Section 3.9(i)(i) to be greater (vi) inclusive as finally determined is less than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim$31 million, and the HL Representative Damages incurred or Company Shareholder Representative, as applicable, suffered by the Purchaser shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted be equal to $0.30 for each $1.00 by which the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court aggregate of the State of New York, County of New York, or any court having jurisdiction over the non-moving partysaid tax pool amounts is less than $31 million.

Claims. Any Promptly after receipt by a Party of any claim or Notice of the commencement of any action, administrative, or legal proceeding, or investigation as to which the indemnity provided for in this Article 16 may apply, the Indemnified Party shall notify the Indemnifying Party in writing of such fact. The Indemnifying Party shall assume the defense thereof with counsel designated by such Party and satisfactory to the Indemnified Party, provided that that if the defendants in any such action on account include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Indemnifying Party, the Indemnified Party shall have the right to select and be represented by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. If the Indemnifying Party fails to assume the defense of a Loss (a “Claim”) claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle, or pay such claim, provided that settlement or full payment of any such claim may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description made only following consent of the nature Indemnifying Party or, absent such consent, written opinion of the Claim Indemnified Party’s counsel that such claim is meritorious or warrants settlement. Except as otherwise provided in this Article 16, in the event that a Party is obligated to indemnify and (ii) hold the total other Party and its successors and assigns harmless under this Article 16, the amount owing to the Indemnified Party will be the amount of the actual out-of-pocket Loss or the anticipated potential Loss (including Indemnified Party’s damages net of any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt insurance proceeds received by the HL Representative or Company Shareholder Representative, as applicable, of Indemnified Party following a reasonable effort by the Indemnified Party to obtain such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partyinsurance proceeds.

Claims. Any action on account of (a) No Indemnified Party shall be entitled to indemnification against any Losses unless it has given to the party from whom indemnification is sought (the “Indemnifying Party”) a Loss written claim notice relating to such Losses (a “ClaimClaim Notice”) ). Any Claim Notice delivered to the Stockholder by a Parent Indemnified Party shall also be delivered to the Escrow Agent. The Claim Notice shall be given promptly after the Indemnified Party becomes aware of the facts indicating that a claim for indemnification may be asserted by warranted and shall state in reasonable detail (to the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”extent known) which sets forth (i) a brief description of the nature of the Claim and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including claim. The failure of any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure Indemnified Party to give prompt a Claim Notice shall not relieve the Indemnifying Party of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or its obligations under this Article XIX, except to the extent that the Indemnifying Party is actually and materially prejudiced by the failure to give such Claim Notice. (b) If a Claim Notice relates to a claim, action, suit, proceeding or demand asserted by a person who is not a party (or a successor to a party) to this Agreement (a “Third Party Claim”), the Indemnifying Party may, through counsel of its own choosing and only reasonably satisfactory to the extent thatIndemnified Party, by notice to the Indemnified Party within thirty (30) days assume the defense and investigation of such failure has adversely affected Third Party Claim; provided that any Indemnified Party shall be (i) entitled to participate in any such defense with counsel of its own choice at its own expense and (ii) shall be entitled to participate in any such defense with counsel of its own choice at the ability expense of the Indemnitors Indemnifying Party if representation of both parties by the same counsel creates a conflict of interest under applicable standards of professional conduct. In any event, if the Indemnifying Party fails to take reasonable steps necessary to defend diligently the action or proceeding within thirty (30) days after receiving a Claim Notice with respect to the Third Party Claim or thereafter fails to continue to diligently defend the action or proceeding, the Indemnified Party may assume such defense, and may settle, compromise or consent to the entry of any judgment in any such Third Party Claim, and the fees and expenses thereof, including of its attorneys, will be covered by the indemnity provided for in this Article X. The Indemnifying Party shall not, without the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), settle or compromise any pending or threatened Third Party Claim in respect of which indemnification may be sought hereunder (whether or not the Indemnified Party is an actual or potential party to such action or claim) or consent to the entry of any judgment (A) which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim, (B) which includes any statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Party or (C) in any manner that involves any injunctive or other equitable relief against or reduce their liability any payment by the Indemnified Party or caused that may adversely affect the Indemnified Party. The Indemnified Party may not compromise or increased such liability settle any pending or otherwise caused threatened Third Party Claim without the damages prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed, unless the sole relief granted is injunctive or equitable relief for which the Indemnitors are obligated to be greater than such damages Indemnifying Party would have been had no liability or to which the Indemnitee given Parent prompt notice hereunder. Parent will have twenty Indemnifying Party would not be subject. (20c) calendar days after its receipt The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Third Party Claim, and the party that is in control of the Notice defense of such Third Party Claim shall keep the other parties reasonably informed of the progress and material developments of such defense. In connection with any Third Party Claim against any Indemnifying Party under this Agreement, the Indemnified Party shall: (i) preserve all material evidence relevant to investigate the matter claim; (ii) allow the Indemnifying Party’s Representatives to reasonably investigate, at the Indemnifying Party’s expense, the fact, matter, event or circumstance alleged to give rise to such claim and whether and to what extent any amount is payable in respect of such claim; and (iii) disclose to the ClaimIndemnifying Party and its Representatives all material of which it is aware which relates to the claim and provide reasonable information and assistance, including access to premises and personnel, and the HL Representative right to examine and copy or Company Shareholder Representativephotograph any assets, accounts, documents and records, as applicable, shall reasonably assist such investigation by giving such information and access to Persons the Indemnifying Party or records as Parent its Representatives may reasonably request. If Parent does not respond , subject to the Notice of Claim within Indemnifying Party and its Representatives agreeing in such twenty (20) calendar day period, Parent will be deemed form as the Indemnified Party may reasonably require to have irrevocably accepted the Claim, keep all such information confidential and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, to use it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible only for the payment purpose of its own costs, attorneys’ fees, expert fees investigating and all of its other fees, costs and expenses defending the claim in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partyquestion.

Claims. Any action on account of (a) When a Loss party seeking indemnification under Section 11.3,11.4 or 11.5(a) (a the “ClaimIndemnified Party”) may be asserted by the HL Representative on behalf receives notice of any HL Indemnitee claims made by third parties (“Third Party Claims”) or by has any other claim for indemnification other than a Third Party Claim, which is to be the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent basis for a claim for indemnification hereunder, the Indemnified Party shall give prompt written notice thereof to the other party or parties (a the “Notice of ClaimIndemnifying Party”) which sets forth reasonably indicating (ito the extent known) a brief description of the nature of such claims and the Claim and (ii) the total amount basis thereof; provided, however, that failure of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure Indemnified Party to give the Indemnifying Party prompt Notice notice as provided herein shall not relieve the Indemnifying Party of Claim or to provide copies any of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or its obligations under this Article XI, except to the extent (hereunder unless and only to the extent that) such failure has adversely affected that the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would Indemnifying Party shall have been had materially prejudiced thereby. The Indemnified Party shall have the Indemnitee given Parent prompt notice hereunder. Parent will have twenty right to either (20i) calendar days after its receipt assume the defense of any Third Party Claim or (ii) request that the Notice Indemnifying Party assume the defense of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Third Party Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt No compromise or settlement in respect of any Third Party Claims may be effected by the HL Representative Indemnifying Party without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or Company Shareholder Representative, as applicable, delayed). Regardless of whether the Indemnified Party assumes the defense of a Third Party Claim or requests the Indemnifying Party to assume such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitratordefense, the arbitrator Indemnifying Party shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and pay all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final thereof, including without limitation fees and binding as to all matters expenses of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partylegal counsel.

Claims. Any action on account (a) Promptly after the assertion by any third Person of a Loss any claim (a “Third Party Claim”) against any Person entitled to indemnification under this Section 10 (the “Indemnitee”) that results or may result in the incurrence by such Indemnitee of any Loss for which such Indemnitee would be asserted entitled to indemnification pursuant to this Agreement, such Indemnitee shall promptly notify the parties from whom such indemnification could be sought (the “Indemnitors”) of such Third Party Claim, in addition to the Escrow Agent; provided, and notwithstanding anything to the contrary set forth herein, the failure to give timely notice in accordance herewith shall not affect or limit the Indemnitor’s obligations under Section 10.2 unless and only to the extent such failure materially prejudiced the Indemnitor’s rights or interests. Any Indemnitee shall have the right to employ separate counsel in any such Third Party Claim and to participate in the defense thereof, but the fees and expenses of such counsel shall not be an expense of the Indemnitor unless: (i) the Indemnitor shall have failed, within a reasonable time after having been notified by the HL Representative on behalf Indemnitee of the existence of such Third Party Claim as provided in the preceding sentence, to assume the defense of such Third Party Claim; (ii) the employment of such counsel has been specifically authorized by the Indemnitor in the case of all Third Party Claims with respect to which a Purchaser Indemnified Party seeks indemnification under subsection 10.2(a) above; or (iii) there is reasonably likely to exist a conflict of interest that would make it inappropriate (in the judgment of the Indemnitee in its reasonable discretion) for the same counsel to represent both the Indemnitee and Indemnitor. If the Indemnitor assumes the defense of a Third Party Claim, it will conduct the defense actively and diligently. The Indemnitor shall not, without the Indemnitee’s prior written consent (not to be unreasonably withheld), settle or compromise any Third Party Claim or consent to the entry of any HL judgment with respect to any Third Party Claim, unless the settlement or compromise requires solely the payment of monetary damages and the claimant or plaintiff unconditionally releases the Indemnitee or by from all Liability with respect to the Company Shareholder Representative on behalf Third Party Claim. (b) In the event that the Indemnitor, within ten (10) days after notice from the Indemnitee of any Company such Third Party Claim, does not assume the defense thereof, the Indemnitee shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding for the account of the Indemnitor, subject to the right of the Indemnitor to assume thereafter the defense of such action, claim or proceeding at any time prior to the settlement, compromise or final determination thereof. (c) If an Indemnitee determines in good faith that there is a reasonable probability that any such Third Party Claim may adversely and materially affect it or its Affiliates other than as a result of monetary damages for which it or its Affiliates would be entitled to indemnification under this Agreement, such Indemnitee may, at its sole cost and expense, by giving Parent written notice to the Indemnitor, assume the exclusive right to defend, compromise or settle such Third Party Claim, but as to Indemnitor’s obligation to the Indemnitee pursuant to this Section 10 the Indemnitor will not be bound by any determination of such Third Party Claim so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld or delayed). (d) An Indemnitor assuming the defense of any Third Party Claim shall keep the Indemnitee reasonably informed at all times of the progress and development of Indemnitor’s defense of and compromise efforts related to such Third Party Claim, and shall furnish the Indemnitee with copies of all relevant pleadings and correspondence. In addition, Indemnitee and the Indemnitor shall cooperate with each other, make available personnel for interviews, discovery and court appearances, and make available to each other and their legal counsel and other designated agents and representatives all available relevant records or other materials required by them for their use in defending, compromising or contesting any Third Party Claim. (e) If the claim for Losses does not arise from a Third Party Claim (a “Notice of Non-Third Party Claim”), the Indemnitor shall have thirty (30) which sets forth (i) a brief description days after receipt of notice of such Non-Third Party Claim from the Indemnitee to object to such claim by giving notice to the Indemnitee specifying the reasons for such objection or objections. If the Indemnitor has not so objected to the Non-Third Party Claim as of the nature close of the Claim and business on such thirtieth (ii30th) day, the total amount of the actual outNon-of-pocket Loss or Third Party Claim shall thereupon become chargeable to and payable by the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred Indemnitor in connection therewith). Failure to give prompt Notice accordance with the terms and conditions of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the ClaimSection. If the parties Indemnitor objects timely to the Non-Third Party Claim and the Indemnitor and the Indemnitee(s) are unable to reach an agreement within ten (10) calendar days after receipt by settle any such dispute, both Persons shall have all rights and remedies at law or in equity, and either the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, Indemnitor or any court having jurisdiction over Indemnitee may commence an action or proceeding to resolve such dispute and determine any amounts due hereunder from the non-moving partyIndemnitor.

Claims. Any action on account 11.1. The Delivering Party shall have no liability to the Receiving Party for any shortage in quantity (determined using industry standard outage tables and temperature correction calculations) or defect in quality of Product sold and delivered hereunder unless a) the Receiving Party gives the Delivering Party notice of the Receiving Party’s claim by telex or other electronic means and the Delivering Party is given an opportunity to inspect the Product in question prior to unloading or, in case of any latent defect in quality, the Receiving Party gives the Delivering Party notice thereof within forty-eight (48) hours after the Receiving Party discovers such defect and b) in case of a Loss (shortage in quantity in a “Claim”) may delivery by tank car, the shortage is greater than 2% of the quantity of Product shown on the xxxx of lading. The Delivering Party shall have no liability for any defect in any Product which has been commingled in any way with a similar Product obtained elsewhere or with a different Product, regardless of where obtained. Every notice of claim shall set forth fully the facts upon which the claim is based. Any claim of any kind by the Receiving Party based upon or arising out of this Agreement or otherwise shall be barred unless asserted by the HL Representative on behalf of any HL Indemnitee or Receiving Party by the Company Shareholder Representative on behalf commencement of any Company Indemnitee by giving Parent written notice an action within (a “Notice of Claim”12) which sets forth (i) a brief description twelve months after the delivery of the nature Product or other event, action or inaction to which such claim relates. The Receiving Party’s exclusive remedy for any and all claims for loss or damage arising out of this Agreement, including but not limited to any alleged breach of warranty, breach of contract, negligence or strict liability, shall be limited at the Delivering Party’s option to either the refund of the Claim and (ii) purchase price or the total amount replacement of the actual out-of-pocket Loss particular Product upon which a claim is based. IN NO EVENT SHALL THE DELIVERING PARTY BE LIABLE FOR PROSPECTIVE PROFITS OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT ARISING OUT OF NEGLIGENCE. 11.2. The Delivering Party shall not be liable for quantity or quality claims made after completion of delivery for rail tank car deliveries when delivery is made into rail tank cars supplied by Receiving Party. 11.3. If a destination delivery by the anticipated potential Loss (including any costs or expenses which Delivering Party’s rail tank car is determined to have been or may be reasonably incurred in connection therewith). Failure arrived less than fully loaded, Receiving Party shall notify Delivering Party prior to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claimunloading, and the HL Representative or Company Shareholder Representative, as applicable, parties shall reasonably assist such investigation by giving such information and access promptly agree to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible operational plan for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the nonless-moving partythan-fully-loaded rail car.

Claims. Any action 9.3.1 If an Indemnified Party intends to seek indemnification pursuant to this Article 9, such Indemnified Party shall promptly notify the Indemnifying Party in writing of such claim ("Indemnity Demand"), sufficiently promptly to enable the Indemnifying Party to protect its rights, but not later than ten (10) Days following the Indemnified Parties' actual knowledge of such claim. The Indemnity Demand shall include a summary of the factual and contractual basis for such claim, and shall include a description of any third-party claim in respect of which indemnification is sought, along with supporting documentation. The failure to provide such Indemnity Demand will not affect any rights hereunder except to the extent the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall respond in writing to said indemnity demand sufficiently promptly to enable the Indemnified Party to protect its rights, but not later than twenty (20) Days following the Indemnity Demand, either by accepting its performance obligations hereunder, or setting forth the factual and contractual basis for its refusal, if any, to so perform. 9.3.2 If such claim involves a claim by a third party against the Indemnified Party, the Indemnifying Party may, within twenty (20) Days after receipt of the Indemnity Demand and upon notice to the Indemnified Party, assume at its own expense, through counsel satisfactory to such Indemnified Party in its reasonable judgment, the settlement or defense thereof, and the Indemnified Party shall cooperate with it in connection therewith, provided, that the Indemnified Party may participate in such settlement or defense through counsel chosen by it. Without limitation of the foregoing, Shareholders shall have the right, and the obligation, to defend the Company against the remaining claims by former employees of the Company or of their employee leasing vendors, which are described on account the Disclosure Schedule, and the Company will cooperate in all reasonable ways with Shareholders (but not to bear any expense) in such defense, including appointing the Shareholder's Representative (or his designee) as a special representative of a Loss the Company for the limited purposes of defending and/or settling such claims (a “Claim”) may be asserted the "Remaining Employee Claims"). If the Indemnified Party reasonably determines that representation by the HL Representative on behalf Indemnifying Party's counsel of both the Indemnifying Party and the Indemnified Party may present such counsel with a material conflict of interest, then the Indemnifying Party shall pay the reasonable fees and expenses of the Indemnified Party's separate counsel. Notwithstanding anything in this section to the contrary, the Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any HL Indemnitee judgment, such consent not to be unreasonably withheld. So long as the Indemnifying Party is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without the Indemnifying Party's consent, such consent not to be unreasonably withheld. If the Indemnifying Party is not contesting such claim in good faith (including if it does not notify the Indemnified Party of its assumption of the defense of such claim within the twenty (20) Day period set forth above), then the Indemnified Party may conduct and control, through counsel of its own choosing and at the expense of the Indemnifying Party, the settlement or defense thereof, and the Indemnifying Party shall cooperate with it in connection therewith. The failure of the Indemnified Party to participate in, conduct or control such defense shall not relieve the Indemnifying Party of any obligation it may have hereunder. 9.3.3 If a firm written offer is made by the Company Shareholder Representative on behalf third party to settle a third-party claim referred to in Section 9.3.2, and the Indemnifying Party proposes to accept such settlement and the Indemnified Party refuses to consent to such settlement, then, provided that such proposed settlement (x) includes a full and unconditional release of any Company Indemnitee the Indemnified Party, (y) does not provide for anything other than the payment of money damages, and (z) shall be paid in full by giving Parent written notice (a “Notice of Claim”) which sets forth the Indemnifying Party, (i) a brief description the Indemnifying Party shall be excused from, and the Indemnified Party shall be solely responsible for, all further defense of the nature of the Claim and such third party claim, (ii) the total maximum liability of the Indemnifying Party relating to such third party claim shall be the amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim proposed settlement, and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages other amounts for which the Indemnitors are obligated Indemnified Party would be entitled to be prior to the rejection of the proposed settlement, if the amount thereafter recovered from the Indemnified Party on such third party claim is greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt amount of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claimproposed settlement, and (iii) the HL Representative or Company Shareholder Representative, as applicable, Indemnified Party shall reasonably assist pay all attorneys' fees incurred after the rejection of such investigation settlement by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the ClaimIndemnified Party. If the parties are unable to reach an agreement within ten (10) calendar days after receipt amount thereafter recovered by such third party from the Indemnified Party is less than the amount of the proposed settlement, the Indemnified Party shall be reimbursed by the HL Representative or Company Shareholder Representative, as applicable, of Indemnifying Party for such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit attorneys' fees up to a maximum amount equal to the Claim to JAMS Worldwide for binding arbitration under difference between the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted amount recovered by a single arbitrator who shall be mutually agreed by Parent such third party and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court amount of the State of New York, County of New York, or any court having jurisdiction over the non-moving partyproposed settlement.

Claims. Any action on account 12.3.1 When a party seeking indemnification, as the case may be, under Section 12.1 or Section 12.2 (the “Indemnified Party”) receives notice of any claims made by a Loss Third Party (individually, a “Third Party Claim” and collectively, “Third Party Claims”) may or has any other claim for indemnification other than a Third Party Claim, which is to be asserted by the HL Representative on behalf of any HL Indemnitee or by basis for a claim for indemnification hereunder, the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent Indemnified Party shall give prompt written notice thereof to the party obligated to provide such indemnification hereunder (a the “Notice of ClaimIndemnifying Party”) which sets forth reasonably indicating (ito the extent known) a brief description of the nature of such claims, an estimate of the Claim and (ii) the total maximum amount of such claims and the actual out-of-pocket Loss or basis thereof; provided, however, that failure of the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure Indemnified Party to give the Indemnifying Party prompt Notice notice as provided herein shall not relieve the Indemnifying Party of Claim or to provide copies any of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or its obligations under this Article XI, except to the extent (hereunder unless and only to the extent that) that the Indemnifying Party shall have been prejudiced thereby. Upon notice from the Indemnified Party with respect to a Third Party Claim, the Indemnifying Party may, but shall not be required to, assume the defense of any such failure has adversely affected Third Party Claim with counsel reasonably satisfactory to the ability Indemnified Party, including its compromise or settlement, and the Indemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for the outcome thereof; provided, however, that in such case, the Indemnifying Party shall have no obligation to pay any further costs or expenses of legal counsel of the Indemnitors Indemnified Party thereafter incurred in connection with such defense other than reasonable costs of investigation; and provided, further, that the Indemnified Party shall have the right to defend against participate in the negotiation, settlement or reduce their liability defense of such Third Party Claim with separate counsel at the Indemnified Party’s expense. No compromise or caused or increased settlement in respect of any Third Party Claims may be effected by the Indemnifying Party without the Indemnified Party's prior written consent (which consent shall not be unreasonably withheld), unless the sole relief is monetary damages that are paid in full by the Indemnifying Party. The Indemnifying Party shall give notice to the Indemnified Party as to its intention to assume the defense of any such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty Third Party Claim within thirty (2030) calendar days after its the date of receipt of the Notice Indemnified Party's notice in respect of Claim to investigate such Third Party Claim. If the matter or circumstance alleged to Indemnifying Party does not, within thirty (30) days after the Indemnified Party's notice is given, give rise notice to the Indemnified Party of its assumption of the defense of the Third Party Claim, and the HL Representative or Company Shareholder Representative, as applicable, Indemnifying Party shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted waived its rights to control the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claimdefense thereof. If the parties are unable Indemnified Party assumes the defense of any Third Party Claim because of the failure of the Indemnifying Party to reach an agreement within ten (10) calendar days after receipt by do so in accordance with this Section 12.3, the HL Representative or Company Shareholder RepresentativeIndemnified Party may do so in such reasonable manner as it may deem appropriate, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator Indemnifying Party shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and pay all of its other fees, reasonable costs and expenses in connection with any arbitrationof such defense. The arbitrator’s decision will Indemnifying Party shall have no Liability with respect to any compromise or settlement thereof effected without its prior written consent (which consent shall not be final unreasonably withheld), unless the sole relief granted was equitable relief for which it would have no Liability or to which it would not be subject. 12.3.2 Notwithstanding the foregoing, with respect to any Third Party Claim that the Indemnifying Party is defending, the Indemnified Party shall have the right to retain separate counsel to represent it and binding as the Indemnifying Party shall pay the fees and expenses of such separate counsel if (i) the Third Party Claim seeks injunctive or other equitable relief against the Indemnified Party, (ii) the named parties to all matters of substance any such Third Party Claim include both against the Indemnified Party and procedure Indemnifying Party and may be enforced by an ex parte petition it is reasonably determined that differing defenses are available to the Supreme Court of Indemnified Party and the State of New York, County of New YorkIndemnifying Party, or (iii) there are other conflicts that in either case make it reasonable for separate counsel to represent the Indemnified Party and the Indemnifying Party. 12.3.3 No limits to indemnification set forth in Sections 12.1 and 12.2 shall limit any court having jurisdiction over the non-moving partyright or remedy which an Indemnified Party may have, at law, in equity or otherwise based on any fraud, willful misrepresentation or willful breach of warranty hereunder.

Claims. Any action on account of If a Loss (a “Claim”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description of the nature of the Claim and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or is given pursuant to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense Section 6.3 above, ------ ----------- and no rejection is received within the thirty (in whole or in part30) to any Claim and will not affect day period specified above, then the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, Indemnitor shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitorclaim. If Parent the Indemnitor rejects the Claim, it shall, a claim within such twenty thirty (2030) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicableparties shall, in writing good faith, attempt to negotiate a resolution of its rejection, specifying such claim within sixty (60) days thereafter (the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim"Resolution Period"). If the parties are unable to do not reach an agreement resolution during ----------------- the Resolution Period, then the Indemnitee may, within ten thirty (1030) calendar days after receipt the end of the Resolution Period proceed to submit the controversy to mediation by providing notice to the Indemnitor. Such mediation shall be governed by the HL Representative or Company Shareholder Representativerules of the Center for Public Resources. Promptly thereafter, as applicablea mutually acceptable mediator shall be chosen by the parties, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and share the HL Representative or Company Shareholder Representative, as applicablecost of mediation services equally. If the dispute has not been resolved by mediation within 60 days after the date of written notice requesting mediation, then either party may initiate litigation and pursue all and any remedies at law or at equity that such party is entitled to. If the Indemnitor acknowledges in writing its obligation to indemnify the Indemnitee against any Damages that may result from claims of third parties are unable ("Third Party Claims"), then the Indemnitor shall be entitled ------------------ to agree on assume and control the arbitratordefense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnitee within five days of the receipt of such notice from the Indemnitee; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnitee for the same counsel to represent both the Indemnitee and the Indemnitor, then the Indemnitee shall be entitled to retain its own counsel. In the event the Indemnitor exercises the right to undertake any such defense against any such Third Party Claim as provided above, the arbitrator Indemnitee shall be appointed cooperate with the Indemnitor in such defense and make available to the Indemnitor, at the Indemnitor's expense, all witnesses, pertinent records, materials and information in the Indemnitee's possession or under the Indemnitee's control relating thereto as is reasonably required by JAMSthe Indemnitor. The arbitration shall be held in New York, New YorkSimilarly, in the English language. The arbitrator’s fees will be split equally between event the parties Indemnitee is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnitor shall cooperate with the Indemnitee in such defense and make available to the arbitration Indemnitee, at the Indemnitee's expense, all such witnesses, records, materials and each party to information in the arbitration will be responsible for Indemnitor's possession or under the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitrationIndemnitor's control relating thereto as is reasonably required by the Indemnitee. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and No such Third Party Claim may be enforced settled by an ex parte petition to the Supreme Court Indemnitee without the written consent of the State of New York, County of New York, or any court having jurisdiction over the non-moving partyIndemnitor.

Claims. Any action on account Promptly after receipt by an indemnified party under this Section 7(c) of a Loss (a “Claim”) may be asserted by notice of the HL Representative on behalf commencement of any HL Indemnitee action or by the Company Shareholder Representative on behalf initiation of any Company Indemnitee proceeding (including, without limitation, arbitration), the indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 7(c), notify the indemnifying party in writing of the commencement thereof; but the failure to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under this Section 7(c), unless failure to notify prejudices or causes material harm to the indemnifying party. In case any such action is brought against any indemnified party and such indemnified party notifies any indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, assume the defense thereof with counsel who shall be reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election to so assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section 7(c) for any legal or other expenses subsequently incurred by giving Parent written notice (a “Notice such indemnified party in connection with the defense thereof other than reasonable costs of Claim”) which sets forth investigation. In any such action, any indemnified party shall have the right to retain his own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) a brief description the indemnifying party and the indemnified party shall have mutually agreed to the reten tion of the nature of the Claim and such counsel, or (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss named parties to any such proceeding (including any costs impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or expenses which have been potential differing or may conflicting interests between them. The indemnifying party shall not be reasonably incurred in connection therewith)liable for any settlement of any proceeding or claim effected without its written consent, but if settled with such consent or if there is a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party for, from and against any loss or liability by reason of such settlement or judgment. Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable The indemnified party shall cooperate fully in the capacity defense of indemnitors (the “Indemnitors”)any claim subject to indemnification hereunder and shall, duties or obligations under without limiting this Article XIduty of cooperation, except to the extent (make himself available for pretrial investigation and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claimpreparation, depositions, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt interviews by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving indemnifying party's legal counsel.