Common use of Claims Clause in Contracts

Claims. If a Party entitled to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.

Claims. If Whenever any claim shall arise for indemnification hereunder (a Party “Claim”), the party entitled to indemnification hereunder (the "“Indemnified Party"”) becomes aware shall promptly give written notice to the party obligated to provide indemnity (the “Indemnifying Party”) of any matter it believes is indemnifiable hereunder involving any claimthe nature and extent of such Claim and the Damages incurred by it. If the Damages are liquidated in amount, actionthe notice shall so state, suit, investigation, arbitration or other proceeding against and such amount shall be deemed the amount of such Claim of the Indemnified Party by any third party (each an "Action")against the Indemnifying Party. If the amount is not liquidated, the Indemnified notice shall so state and, in such event, such Claim shall be deemed asserted against the Indemnifying Party will give but no payment or satisfaction shall be made on account thereof until the other Party (the "Indemnifying Party") prompt written notice amount of such Action. Such notice will (i) provide the basis on which indemnification claim is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respondliquidated. If the Indemnifying Party elects to defend shall not, within thirty (30) days after the Action or does not respond within giving of such notice by the requisite ten (10) day periodIndemnified Party, notify the Indemnified Party in accordance herewith that the Indemnifying Party will disputes the right of the Indemnified Party to indemnity in respect of such Claim, then any such Claim shall be obligated to defend the Actionpaid or satisfied as follows: (i) if said Claim is liquidated, at its own expense, and by counsel reasonably satisfactory then payment of such Claim to the Indemnified Party. The Indemnified Party will cooperate, shall be made by the Indemnifying Party at the expense end of such period; or (ii) if the amount of such Claim is unliquidated at the time notice is originally given to the Indemnifying Party, with the Indemnified Party shall give a second notice to the Indemnifying Party and its counsel when the liquidated amount of such Claim is known and, unless the Indemnifying Party shall object in writing to such amount (as opposed to the defense and Claim itself, as to which the right to dispute had expired) within twenty (20) days after the giving of said second notice, payment of such Claim to the Indemnified Party will have shall be made by the right to participate fully, at its own expense, in the defense of such ActionIndemnifying Party. If the Indemnifying Party responds within the required ten (10) day period and elects shall not have made payment to defend such Action, the Indemnified Party will be freeof any Claim when said payment is due, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with then the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will shall have the right to participate fully, at its own expense, in take any and all actions required to collect from the defense Indemnifying Party the amount of such ActionClaim. Any portion of the amount of Damages asserted by the Indemnified 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 may be appropriate. 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 hereto shall endeavor to settle and compromise such Claim, or may agree to submit the same to arbitration, and, if unable to agree on any settlement or compromise or settlement of an Action will require the prior written consent of both Parties hereunderon submission to arbitration, such consent not to claim shall be unreasonably withheld settled by appropriate litigation, and any liability and the amount of the Damages established by reason of such settlement, compromise, arbitration or delayedlitigation, or incurred as a result thereof, shall be paid and satisfied as provided herein.

Claims. If a Upon receipt by the Indemnified Party entitled to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving notice of any claim, actiondemand, suitsuit or proceeding brought against it that might give rise to an indemnity claim under this Agreement (such claim, investigationdemand, arbitration suit or other proceeding against the Indemnified proceeding, a “Third Party by any third party (each an "Action"Claim”), the Indemnified Party will give shall as soon as practicable send to the other Indemnifying Party (a notice specifying the "Indemnifying Party") prompt written notice nature of such Action. Such Third Party Claim and the amount or estimated amount thereof if known (which amount or estimated amount shall not be conclusive of the final amount, if any, of such claim, demand or suit); provided, however, that any delay or failure by the Indemnified Party to give notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in Indemnifying Party shall not relieve the possession Indemnifying Party of its obligations hereunder except to the Indemnified Partyextent, if at all, that the Indemnifying Party shall have been materially prejudiced by reason of such delay or failure. The Indemnifying Party will shall have a period of ten (10) days after delivery of such notice the right to respond. If assume the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Actiondefense, at its own expense, expense and by its own counsel, of any Third Party Claim; provided, however, that such counsel is reasonably satisfactory acceptable to the Indemnified Party. The Party and the Third Party Claim could not (i) result in a conflict of interest between the Indemnified Party will cooperateand the Indemnifying Party or (ii) involve a criminal or quasi-criminal charge. Notwithstanding an Indemnifying Party’s election to appoint counsel to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the right to employ separate counsel at its own expense provided, however, that the expense Indemnifying Party and its counsel shall have control of the defense of the Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party agrees to reasonably cooperate with the Indemnifying Party and its counsel in contesting any claim, demand or suit that the defense Indemnifying Party defends, or, if appropriate and related to the claim, demand, suit or proceeding in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person. All reasonable costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. No Third Party Claim may be settled or compromised (x) by the Indemnified Party will have without the right to participate fully, at its own expense, in the defense prior consent of such Action. If the Indemnifying Party responds within or (y) by the required ten (10) day period and elects not to defend such Action, Indemnifying Party without the prior consent of the Indemnified Party will unless such settlement would result in no payment or other obligation from the Indemnifying Party. Notwithstanding the foregoing, an Indemnifying Party shall not be free, without prejudice entitled to any of the Indemnified Party's rights hereunder, to compromise or defend (assume responsibility for and control the defense of) of any judicial or administrative proceeding if such Action. In such case, proceeding involves an Event of Default by the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party under this Agreement which shall have occurred and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayedcontinuing.

Claims. Within five (5) days after receipt by an indemnified party under Paragraph 7(a) or (b) of this Agreement of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; the failure so to notify the indemnifying party shall relieve the indemnifying party from any liability under this Paragraph 7 as to the particular item for which indemnification is then being sought, unless such indemnifying party has otherwise received actual notice of the action at least thirty (30) days before any answer or response is required by the indemnifying party in its defense of such action, but will not relieve it from any liability that it may have to any indemnified party otherwise than under this Paragraph 7. If a Party any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to indemnification hereunder (participate therein and, to the "Indemnified Party") becomes aware of any matter extent that it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party may elect by any third party (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice of delivered to the indemnified party promptly after receiving the aforesaid notice from such Action. Such notice will indemnified party, to assume the defense thereof; provided, that if the defendants in any such action include both the indemnified party and the indemnifying party and either (i) provide the basis on which indemnification is being asserted and indemnifying party or parties agree, or (ii) representation of both the indemnifying party or parties and the indemnified party or parties by the same counsel is inappropriate under applicable standards of professional conduct because of actual or potential conflicting interests between them, then the indemnified party or parties shall have the right to select separate counsel to assume such legal defense and to otherwise participate in the defense of such action. The indemnifying party will not be accompanied liable to such indemnified party under this Paragraph 7 for any legal or other expenses subsequently incurred by copies such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed counsel in connection with the assumption of all relevant pleadings, demands, and other papers related legal defenses in accordance with the proviso to the Action and in immediately preceding sentence (it being understood, however, that the possession indemnifying party shall not be liable for the expenses of more than one separate counsel approved by the indemnifying party for all indemnified parties), (ii) the indemnifying party shall not have employed counsel to represent the indemnified party within a reasonable time after notice of commencement of the Indemnified Party. The Indemnifying Party will have a period action, or (iii) the indemnifying party has authorized the employment of ten (10) days after delivery of such notice to respond. If counsel for the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, indemnified party at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Actionindemnifying party. In such caseno event shall an indemnifying party be liable under this Paragraph 7 for any settlement, the Indemnifying Party will cooperateeffected without its written consent, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written which consent of both Parties hereunder, such consent shall not to be unreasonably withheld withheld, of any claim or delayedaction against an indemnified party.

Claims. If a Party entitled Any claim for indemnity under Section 6.2, 6.3 or 6.4 shall be made by written notice from the party seeking to indemnification hereunder be indemnified (the "Indemnified PartyIndemnitee") becomes aware of any matter it believes to the party from which indemnification is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give the other Party sought (the "Indemnifying Party") prompt specifying in reasonable detail the basis of the claim. When an Indemnitee seeking indemnification under Section 6.2, 6.3 or 6.4 receives a notice of any claim made by third parties ("Third Party Claims") which is to be the basis for a claim for indemnification hereunder, the Indemnitee shall give written notice within a reasonable period thereof to the Indemnifying Party reasonably indicating the nature of such Actionclaims and, if known, the basis thereof. Such Upon notice will from the Indemnitee, the Indemnifying Party shall be entitled to assume the defense of any such Third Party Claim for which the Indemnitee is entitled to indemnification pursuant to this Article VI, 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 (i) provide the basis on Indemnifying Party shall not settle any such claim without the Indemnitee's prior written consent (which indemnification consent shall not be unreasonably withheld) unless the only remedy for such claim is being asserted monetary damages which are paid in full by the Indemnifying Party and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be freeshall not, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunderthe Indemnitee, settle or compromise any claim which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to Indemnitee, a release from all liability in respect to such consent not claim. In connection with any claim involving any remedy other than monetary damages, the Indemnitee shall have the right to be kept informed and be consulted in connection with the resolution of such claim. The Indemnifying Party shall give notice to the Indemnitee as to its intention to assume the defense of any such Third Party Claim within ten (10) business days after the date of receipt of the Indemnitee's notice in respect of such Third Party Claim. Until an Indemnifying Party gives notice to the Indemnitee of its assumption of the defense of the Third Party Claim, the Indemnitee shall control the defense thereof. If the Indemnitee assumes the defense of any Third Party Claim because of the failure of the Indemnifying Party to do so in accordance with this Section 6.5, the Indemnifying Party shall pay all reasonable costs and expenses of such defense and shall be fully responsible for the outcome thereof. Except as provided in the foregoing sentence, the 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 unreasonably withheld or delayedwithheld.

Claims. If a Party entitled to indemnification hereunder (the ------ "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.

Claims. If a Party entitled Each indemnified party agrees to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") indemnifying party prompt written notice of any matter upon which such Actionindemnified party intends to base a claim for indemnification under this Article 17; provided, however, that failure to give such prompt notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually materially prejudiced as a result of such failure. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demandsThe indemnified party shall permit, and other papers related shall cause its employees and agents to permit, the indemnifying party to defend or settle any such action, claim or liability and agrees to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery complete control of such notice to respond. If defense or settlement by the Indemnifying Party elects to defend the Action or indemnifying party; provided, however, that such settlement does not respond within impose any obligation or burden on the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, indemnified party without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunderthe indemnified party. No such action, such claim or liability shall be settled by the indemnified party without the prior written consent of the indemnifying party (which consent shall not to be unreasonably conditioned, withheld or delayed) and the indemnifying party shall not be responsible for any fees or other costs incurred other than as provided in this Article 17. The indemnified party, its employees, agents and affiliates shall cooperate reasonably with the indemnifying party and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification at the sole expense of the indemnifying party. The indemnified party shall have the right, but not the obligation, to be represented by counsel of its own selection and at its own expense. Notwithstanding Sections 17.1 and 17.2 above, and by way of clarification, neither party shall be obligated to indemnify the other party hereunder for modification or misuse or improper storage or transportation of the Product by wholesalers or the customers of either party.

Claims. If a Party entitled to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) business days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) business day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by using counsel reasonably satisfactory to the Indemnified Partyof its choosing. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) business day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.

Claims. If a Party entitled to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification Indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, cooperate at its own expense, with the Indemnified Party and its the counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.

Claims. All claims for indemnification by a Purchaser Indemnitee pursuant to this Section 7 shall be made as follows: (a) If a Party Purchaser Indemnitee has incurred or suffered Losses for which it is entitled to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claimunder this Section 7, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will then such Purchaser Indemnitee shall give the other Party (the "Indemnifying Party") prompt written notice of such Actionclaim (a “Claim Notice”) to the Company. Such notice will Each Claim Notice shall state the amount of claimed Losses (the “Claimed Amount”), if known, and the basis for such claim. (b) Within 30 days after delivery of a Claim Notice, the Company (the “Indemnifying Party”) shall provide to each Purchaser Indemnitee (the “Indemnified Party”), a written response (the “Response Notice”) in which the Indemnifying Party shall: (i) provide agree that all of the basis on which indemnification Claimed Amount is being asserted and owed to the Indemnified Party, (ii) be accompanied by copies agree that part, but not all, of all relevant pleadings, demands, and other papers related the Claimed Amount (the “Agreed Amount”) is owed to the Action and in Indemnified Party, or (iii) contest that any of the possession of Claimed Amount is owed to the Indemnified Party. The Indemnifying Party will 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 Losses for which the Indemnified Party is entitled to indemnification under this Section 7. If no Response Notice is delivered by the Indemnifying Party within such 30-day period, then the Indemnifying Party shall be deemed to have a period agreed that all of ten the Claimed Amount is owed to the Indemnified Party. (10c) days after delivery If the Indemnifying Party in the Response Notice agrees (or is deemed to have agreed) that all of such notice the Claimed Amount is owed to respondthe Indemnified Party, then 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 8. If the Indemnifying Party elects to defend in the Action or does Response Notice agrees that part, but not respond within all, of the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory Claimed Amount is owed to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with then the Indemnifying Party and its counsel in the defense and shall owe to the Indemnified Party will have an amount equal to the right agreed amount set forth in such Response Notice to participate fully, at its own expense, be paid in the defense of such Actionmanner set forth in this Section 8. If The parties agree that the foregoing shall not be deemed to provide that the Indemnifying Party responds within the required ten (10) day period and elects not is entitled to defend make a binding determination regarding any disputed amounts owed to an Indemnified Party, unless such Action, the Indemnified Party will be freeaccepts and agrees to such determination, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with both the Indemnified Party and its counsel Indemnifying Party shall retain all rights and remedies available to such party hereunder. (d) No delay on the part of the Indemnified Party in the defense against such Action and notifying the Indemnifying Party will have shall relieve the right Indemnifying Party of any liability or obligation hereunder except to participate fully, at its own expense, in the defense extent of any actual prejudice caused by or arising out of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayeddelay.

Claims. If a Party entitled to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will shall give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will shall (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will shall have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will shall be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will shall cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will shall have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will shall be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will shall cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will shall have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will shall require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.

Claims. If a Party entitled to (a) Any party seeking indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable shall promptly notify the party hereto obligated to provide indemnification hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will any action, suit, proceeding, demand or breach (ia "Claim") provide with respect to which the basis on which Indemnified Party claims indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadingshereunder, demands, and other papers related to the Action and in the possession provided that failure of the Indemnified Party. The Party to give such notice shall not relieve the Indemnifying Party will of its obligations under this Article 7 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 a period of ten third party (10) days after delivery a "Third Party Claim"), then upon receipt of such notice to respond. If from the Indemnified Party the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will shall be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right entitled to participate fully, at its own expense, in the defense of such Action. If Third Party Claim, and if and only if each of the following conditions is satisfied, the Indemnifying Party responds within may assume the required ten 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: (10i) day period and elects not the Indemnifying Party confirms in writing that it is obligated hereunder to defend such Action, indemnify the Indemnified Party will be free, without prejudice with respect to any such Third Party Claim; and (ii) there is no conflict of interest which would make separate representation by the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Actionown counsel advisable. In such case, the Indemnifying Party will cooperate, at its own expense, with the The Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have shall retain the right to participate fully, at employ its own expense, 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 solely responsible for its own costs and expenses in connection with such Actionparticipation. Any compromise or settlement of an Action will require The Indemnifying Party shall not, without the prior written consent of both Parties hereunderthe Indemnified Party, settle or compromise any claim or consent to the entry of any judgment that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such consent not to be unreasonably withheld claim. (b) In the event of any Claim under Section 7.1 or delayed7.2, the Indemnified Party shall advise the Indemnifying Party in writing of the amount and circumstances surrounding such Claim.

Claims. If a Party entitled to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.and

Claims. If a Party entitled to indemnification hereunder (the "Indemnified Party") becomes aware any Indemnitee receives notice of any matter it believes claim or the commencement of any action or proceeding with respect to which the Indemnifying Party is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action")obligated to provide indemnification pursuant to Section 9.01, the Indemnified Party will Indemnitee shall promptly give the other Indemnifying Party (the "Indemnifying Party") prompt written notice of such Actionthereof. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) shall be accompanied by copies of all relevant pleadings, demands, and other papers related a condition precedent to the Action and in the possession any liability of the Indemnified PartyIndemnifying Party under the provisions for indemnification contained in this Agreement and shall describe the claim in reasonable detail and shall indicate the amount (estimated if necessary) of the loss that has been or may be sustained by the Indemnitee. The Indemnifying Party will have a period may elect to compromise or defend, at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel, any such matter involving the asserted liability of ten (10) days after delivery the Indemnitee; provided, however, that to the satisfaction of the Indemnitee, the Indemnifying Party shall indemnify and secure the Indemnitee against such notice to respondcontested claims and for the expenses of contesting and defending the claims. If the Indemnifying Party elects to compromise or defend such asserted liability, it shall within 30 days (or sooner, if the Action or does not respond within nature of the requisite ten (10asserted liability so requires) day period, notify the Indemnifying Party will be obligated Indemnitee of its intent to defend the Action, at its own expensedo so, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will Indemnitee shall cooperate, at the expense of the Indemnifying Party, with in the compromise of, or defense against, any such asserted liability. If the Indemnifying Party elects not to notify the Indemnitee of its election as herein provided, the Indemnitee may, if acting in accordance with its good faith business judgment, pay, compromise or defend such asserted liability, and its counsel in such settlement shall be binding on the defense Indemnifying Party for purposes of this Article IX. 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 Indemnified Indemnifying Party will have the right to participate fullymay each participate, at its own expense, in the defense of such Actionasserted liability. If the Indemnifying Party responds within the required ten (10) day period and elects not chooses to defend such Actionany claim, the Indemnified Party will be free, without prejudice Indemnitee shall make available to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperateany books, at records or other documents within its own expense, with the Indemnified Party and its counsel in the defense against control that are necessary or appropriate for such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayeddefense.

Claims. (a) 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 such claim describing such claim in reasonable detail, provided, that the failure to provide such notice shall not affect the obligations of the Indemnifying Party unless and only to the extent it is actually prejudiced thereby, subject, however, to the time periods specified in Section 7.1 hereof. In the event that such claim involves a Party entitled to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding claim by a third party against the Indemnified Party, the Indemnifying Party by any third party (each an "Action")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 will give shall cooperate with it in connection therewith, provided, that the other Indemnified Party (may participate in such settlement or defense through counsel chosen by it, and provided, further, that the "Indemnifying Party") prompt written notice fees and expenses of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) counsel shall be accompanied borne by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period shall not, without the written consent of ten the Indemnified Party (10) days after delivery of such notice to respondwhich consent shall not be unreasonably withheld), settle or compromise any action. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and notify the Indemnified Party will have within 30 days after the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any receipt of the Indemnified Party's rights hereunder, notice of a claim of indemnity hereunder that it elects to compromise or defend (and control undertake the defense of) such Action. In such casethereof, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will shall have the right to participate fullycontest, at its own expensesettle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. As long as the Indemnifying Party is contesting any such claim in good faith, in the defense of Indemnified Party shall not pay or settle any such Action. Any compromise or settlement of an Action will require claim without the prior written consent of both Parties hereunder, such the Indemnifying Party (which consent shall not to be unreasonably withheld withheld). (b) The Indemnifying Party and the Indemnified Party shall cooperate fully in all aspects of any investigation, defense, pre-trial activities, trial, compromise, settlement or delayeddischarge of any claim in respect of which indemnity is sought pursuant to this Article VII, including, but not limited to, by providing the other party with reasonable access to employees and officers (including as witnesses) and other information.

Claims. All claims for indemnification by a Purchaser Indemnitee pursuant to this Section 7 shall be made as follows: (a) If a Party Purchaser Indemnitee has incurred or suffered Losses for which it is entitled to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claimunder this Section 7, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will then such Purchaser Indemnitee shall give the other Party (the "Indemnifying Party") prompt written notice of such Actionclaim (a “Claim Notice”) to the Company. Such notice will Each Claim Notice shall state the amount of claimed Losses (the “Claimed Amount”), if known, and the basis for such claim. (b) Within 30 days after delivery of a Claim Notice, the Company (the “Indemnifying Party”) shall provide to each Purchaser Indemnitee (the “Indemnified Party”), a written response (the “Response Notice”) in which the Indemnifying Party shall: (i) provide agree that all of the basis on which indemnification Claimed Amount is being asserted and owed to the Indemnified Party, (ii) be accompanied by copies agree that part, but not all, of all relevant pleadings, demands, and other papers related the Claimed Amount (the “Agreed Amount”) is owed to the Action and in Indemnified Party, or (iii) contest that any of the possession of Claimed Amount is owed to the Indemnified Party. The Indemnifying Party will 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 Losses for which the Indemnified Party is entitled to indemnification under this Section 7. If no Response Notice is delivered by the Indemnifying Party within such 30-day period, then the Indemnifying Party shall be deemed to have a period agreed that all of ten the Claimed Amount is owed to the Indemnified Party. (10c) days after delivery If the Indemnifying Party in the Response Notice agrees (or is deemed to have agreed) that all of such notice the Claimed Amount is owed to respondthe Indemnified Party, then 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 7. If the Indemnifying Party elects to defend in the Action or does Response Notice agrees that part, but not respond within all, of the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory Claimed Amount is owed to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with then the Indemnifying Party and its counsel in the defense and shall owe to the Indemnified Party will have an amount equal to the right agreed amount set forth in such Response Notice to participate fully, at its own expense, be paid in the defense of such Actionmanner set forth in this Section 7. If The parties agree that the foregoing shall not be deemed to provide that the Indemnifying Party responds within the required ten (10) day period and elects not is entitled to defend make a binding determination regarding any disputed amounts owed to an Indemnified Party, unless such Action, the Indemnified Party will be freeaccepts and agrees to such determination, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with both the Indemnified Party and its counsel Indemnifying Party shall retain all rights and remedies available to such party hereunder. (d) No delay on the part of the Indemnified Party in the defense against such Action and notifying the Indemnifying Party will have shall relieve the right Indemnifying Party of any liability or obligation hereunder except to participate fully, at its own expense, in the defense extent of any actual prejudice caused by or arising out of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayeddelay.

Claims. If a Party entitled to indemnification hereunder (the "Indemnified ------ Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.

Claims. If a Party entitled to indemnification hereunder (the "“Indemnified Party"”) becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "“Action"”), the Indemnified Party will give the other Party (the "“Indemnifying Party"”) prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days [****] after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day [****] period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period [****] and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's ’s rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.

Claims. If a Party entitled (a) Assignment of Rights to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice of such ActionInstruments Group. Such notice will --------------------------------------------- (i) provide The parties agree that as of the basis on which indemnification is being asserted and Effective Time, Varian shall be deemed (iiA) be accompanied by copies of all relevant pleadings, demands, and other papers related to have assigned to the Action Instruments Group, all the other Groups' rights, if any, as an insured party or an additional named insured party including rights of indemnity and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice right to respond. If the Indemnifying Party elects to defend the Action be defended by or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Partyinsurer, under all of the Company Policies with respect to such IB Claims as are pending on the Indemnifying Party Distribution Date, and its counsel (B) to the extent necessary to provide the Instruments Group all the benefit of such insurance with respect to IB Claims, to designate IB, without need of further documentation, as the agent and attorney-in-fact to assert and to collect any Insurance Proceeds under such Company Policies; provided, -------- however, that nothing in this Section 8.02(a) shall be deemed to constitute ------- or reflect the defense assignment of any of the Company Policies to the Instruments Group. If, after the Distribution Date, the Instruments Group shall be entitled to payment or reimbursement with respect to an IB Claim or any Person shall assert an IB Claim, then HCS shall at the time such IB Claim arises or is asserted be deemed (A) to assign, without need of further documentation, to the Instruments Group all of the Health Care Systems Group's rights, if any, as an insured party or an additional named insured party, including right of indemnity and the Indemnified Party will have the right to participate fullybe defended by or at the expense of the insurer, at its own expense, in under the defense applicable Company Policy with respect to such IB Claim and (B) to the extent necessary to provide the Instruments Group with the benefit of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not insurance with respect to defend such ActionIB Claims, the Indemnified Party will be freeto designate IB, without prejudice need of further documentation, as the agent and attorney-in-fact to assert and to collect any Insurance Proceeds under such Company Policies; provided, however, that nothing in this -------- ------- Section 8.02(a) shall be deemed to constitute or reflect the assignment of any of the Indemnified Party's rights hereunder, Company Policies to compromise or defend (and control the defense of) such ActionInstruments Group. In the event an insurer refuses to honor such caseagency or to pay such Insurance Proceeds to the Instruments Group, HCS shall use all reasonable efforts to collect such Insurance Proceeds and forward them to IB. (ii) In the Indemnifying Party will cooperateevent of payment of an IB Claim by the Instruments Group after the Distribution Date, at its own expenseIB, or the applicable member of the Instruments Group shall be subrogated to and stand in the place of HCS or the applicable member of any other Group as to any rights, events or circumstances in respect of which IB or the applicable member of the Instruments Group may have any right or claim under this Agreement or otherwise against any such insurer relating to such IB Claim. The parties shall cooperate with the Indemnified Party and its counsel Instruments Group in the defense against such Action and the Indemnifying Party will have the a reasonable manner in prosecuting any subrogated right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayedclaim.

Claims. If a Party entitled Each person to indemnification hereunder be indemnified pursuant to this Section 11 (the an "Indemnified PartyIndemnitee") becomes aware shall, within five days after the discovery by the Indemnitee of any matter it believes is indemnifiable hereunder involving any claimmatters giving arise to a claim for indemnification pursuant to Section 11.2 or 11.3, action, suit, investigation, arbitration give written notice to the person or other proceeding against the Indemnified Party by any third party persons responsible for indemnifying such Indemnitee (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written setting forth any claim with respect to which the Indemnitee seeks indemnification, provided that the failure of any Indemnitee to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Article XI except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action, proceeding or claim is brought against any Indemnitee, the Indemnifying Party shall be entitled to participate in and, unless in the reasonable good faith judgment of the Indemnitee a conflict of interest between such Indemnitee and the Indemnifying Party may exist in respect of such Action. Such notice will (i) provide action, proceeding or claim, assume the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadingsdefense thereof, demands, and other papers related with counsel reasonably satisfactory to the Action Indemnitee. After notice from the Indemnifying Party to the Indemnitee of their election so to assume such defense, the Indemnifying Party shall not be liable to such Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such defense other than reasonable costs of investigation. In any event, unless and until the Indemnifying Party elects in writing to assume and does so assume the possession defense of any such claim, proceeding or action, the Indemnitee's costs and expenses arising out of the Indemnified Party. The Indemnifying Party will have a period defense, settlement or compromise of ten (10) days after delivery of any such notice action, claim or proceeding shall be considered losses subject to respondindemnification hereunder. If the Indemnifying Party elects to defend any such action or claim, then the Action Indemnitee shall be entitled to participate in such defense with counsel of their choice at their sole cost and expense. The Indemnifying Party shall not be liable for any settlement of any action, claim or does proceeding effected without its written consent, provided, however, that the Indemnifying Party shall not respond within unreasonably withhold, delay or condition its consent. Anything in this Section 11.4 to the requisite ten (10) day periodcontrary notwithstanding, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be freeshall not, without prejudice to any of the Indemnified PartyIndemnitee's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such (which consent shall not to be unreasonably withheld withheld), settle or delayedcompromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnitee or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnitee, a release from all liability in respect of such claim.

Claims. If a Party entitled to (a) Any party seeking indemnification hereunder (the "Indemnified PartyINDEMNIFIED PARTY") becomes aware shall promptly notify the other party hereto obligated to provide indemnification hereunder (the "INDEMNIFYING PARTY") of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigationproceeding, arbitration demand or other breach (a "CLAIM") with respect to which the Indemnified Party claims indemnification hereunder, 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 any a third party (each an a "ActionTHIRD PARTY CLAIM"), the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice upon receipt of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of from the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will shall be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right entitled to participate fully, at its own expense, in the defense of such Action. If Third Party Claim, and if and only if each of the following conditions is satisfied, the Indemnifying Party responds within may assume the required ten 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: (10i) day period and elects not the Indemnifying Party confirms in writing that it is obligated hereunder to defend such Action, indemnify the Indemnified Party will be freewith respect to such Third Party Claim; (ii) the Indemnified Party does not give the Indemnifying Party written notice that it has determined, without prejudice to any in the exercise of its reasonable discretion, that matters of corporate or management policy or a conflict of interest make separate representation by the Indemnified Party's rights hereunder, to compromise or defend own counsel advisable; and (and control the defense ofiii) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with establishes to the reasonable satisfaction of the Indemnified Party and its counsel in the defense against such Action and that the Indemnifying Party has (and will have continue to have) adequate financial resources to satisfy and discharge such action or claim. The Indemnified Party shall retain the right to participate fully, at employ its own expense, 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 solely responsible for its own costs and expenses in connection with such Action. Any compromise or settlement participation. (b) Notwithstanding the foregoing provisions of an Action will require this Section 11.5, (i) no Indemnifying Party shall be entitled to settle any Third Party Claim without the Indemnified Party's prior written consent unless as part of both Parties hereundersuch 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 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 such Third Party Claim. (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 such Claim to the other party. If the latter disputes such Claim, such consent not to dispute shall be unreasonably withheld or delayedresolved by agreement of the parties.

Claims. If Promptly after receipt by a Party entitled to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving claim or notice of the commencement of any claim, action, suitadministrative, investigationor legal proceeding, arbitration or other proceeding against investigation as to which the Indemnified Party by any third party (each an "Action")indemnity provided for in this Article 12 may apply, the Indemnified Party will give shall notify the other Indemnifying Party (the "Indemnifying Party") prompt written notice in writing of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Partyfact. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to shall defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at action with counsel of its own expense, choosing and by counsel reasonably satisfactory to the Indemnified Party, provided, however, that if the defendants in any such action 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 shall pay such costs. The Indemnified Party will cooperate, at the expense may not make any admission or offer or accept any settlement or compromise without prior written consent of the Indemnifying Party. Section Left Intentionally Blank Governing Law THIS AGREEMENT AND THE RIGHTS AND DUTIES OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED, with the Indemnifying Party and its counsel ENFORCED AND PERFORMED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. THE PARTIES HERETO AGREE THAT VENUE IN ANY AND ALL ACTIONS AND PROCEEDINGS RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT SHALL BE IN THE SUPREME COURTS OF NEW YORK LOCATED IN NASSAU COUNTY AND SUFFOLK COUNTY NEW YORK, OR THE FEDERAL COURTS IN AND FOR THE EASTERN DISTRICT OF NEW YORK, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION FOR SUCH PURPOSE, AND THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS AND IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF ANY SUCH ACTION OR PROCEEDING. SERVICE OF PROCESS MAY BE MADE IN ANY MATTER RECOGNIZED BY SUCH COURTS. EACH PARTY WAIVES ITS RESPECTIVE RIGHT TO ANY JURY TRIAL WITH RESPECT TO ANY LITIGATION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT. Currency All references to “dollar(s)”, “US$” or “$” in the defense and the Indemnified Party will have the right this Agreement shall refer to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten United States dollars (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayedUS$).

Claims. If a Party entitled to indemnification hereunder (the "Indemnified Party") becomes aware any Indemnitee receives notice of any matter it believes claim or the commencement of any action or proceeding with respect to which the Indemnifying Party is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action")obligated to provide indemnification pursuant to Section 8.1, the Indemnified Party will Indemnitee shall promptly give the other Indemnifying Party (the "Indemnifying Party") prompt written notice of such Actionthereof. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) shall be accompanied by copies of all relevant pleadings, demands, and other papers related a condition precedent to the Action and in the possession any liability of the Indemnified PartyIndemnifying Party under the provisions for indemnification contained in this Agreement and shall describe the claim in reasonable detail and shall indicate the amount (estimated if necessary) of the loss that has been or may be sustained by the Indemnitee. The Indemnifying Party will have a period may elect to compromise or defend, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any such matter involving the asserted liability of ten (10) days after delivery the Indemnitee; provided, however, that to the satisfaction of the Indemnitee, the Indemnifying Party shall indemnify and secure the Indemnitee against such notice to respondcontested claims and for the expenses of contesting and defending the claims. If the Indemnifying Party elects to compromise or defend such asserted liability, it shall within 30 days (or sooner, if the Action or does not respond within nature of the requisite ten (10asserted liability so requires) day period, notify the Indemnifying Party will be obligated Indemnitee of its intent to defend the Action, at its own expensedo so, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will Indemnitee shall cooperate, at the expense of the Indemnifying Party, with in the compromise of, or defense against, any such asserted liability. If the Indemnifying Party elects not to compromise or defend against the asserted liability, or fails to notify the Indemnitee of its election as herein provided, the Indemnitee may, if acting in accordance with its good faith business judgment, pay, compromise or defend such asserted liability, and its counsel in such settlement shall be binding on the defense Indemnifying Party for purposes of this Article VIII. 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 Indemnified Indemnifying Party will have the right to participate fullymay each participate, at its own expense, in the defense of such Actionasserted liability. If the Indemnifying Party responds within the required ten (10) day period and elects not chooses to defend such Actionany claim, the Indemnified Party will be free, without prejudice Indemnitee shall make available to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperateany books, at records or other documents within its own expense, with the Indemnified Party and its counsel in the defense against control that are necessary or appropriate for such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayeddefense.

Claims. If any claim or assertion of liability is made or asserted against a Party party entitled to indemnification hereunder be indemnified pursuant to Section 11.3 or 11.4 (the an "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third Person who is not a party (each an "Action")to this Agreement, the Indemnified Party will shall give to the other Party party (the an "Indemnifying Party") prompt written notice of such Actionclaim or assertion, or of any event or proceeding by or in respect of a third party of which it has knowledge, concerning any liability or damage as to which it may request indemnification hereunder. Such The failure by an Indemnified Party to give notice will (i) provide as provided in this Section 11.5 shall not relieve the basis on which indemnification is being asserted and (ii) be accompanied by copies Indemnifying Party of all relevant pleadings, demands, and other papers related its obligations under this Section 11.5 except to the Action extent that the failure results in a failure of actual notice to the Indemnifying Party and in the possession Indemnifying Party is damaged solely as a result of the Indemnified Partyfailure to give notice. The Indemnifying Party will shall have a period the right to direct, through counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, the defense or settlement of ten (10) days after delivery of any such notice to respondclaim or proceeding at its own expense. If the Indemnifying Party elects to defend assume the Action defense of any such claim or does proceeding, the Indemnified Party may participate in such defense, but in such case the expenses of the Indemnified Party shall be paid by the Indemnified Party; provided, however, that if the Indemnified Party asserts that there exists a conflict of interest that would make it inappropriate for the same counsel to represent the Indemnifying Party and the Indemnified Party and the counsel for the Indemnifying Party concurs with such assertion, then the Indemnifying Party shall reimburse the Indemnified Party for the reasonable fees and expenses of separate counsel, to the extent such fees and expenses are incurred solely in connection with the matters with respect to which the counsel for the Indemnifying Party agrees there is a conflict of interest. The Indemnified Party shall provide the Indemnifying Party with access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Indemnifying Party in the defense or settlement thereof, and the Indemnifying Party shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses in connection therewith, as such expenses are incurred. If the Indemnifying Party elects to direct the defense of any such claim or proceeding, the Indemnified Party shall not respond within pay, or permit to be paid, any part of any claim or demand arising from such asserted liability, unless the requisite ten (10) day periodIndemnifying Party, subject to the penultimate sentence of this Section 11.5, withdraws from the defense of such asserted liability, or unless a final judgment from which no appeal may be taken by or on behalf of the Indemnifying Party is entered against the Indemnified Party for such liability. If the Indemnifying Party fails to defend, or if, after commencing or undertaking any such defense, the Indemnifying Party will be obligated fails to defend the Actionprosecute or withdraws from such defense, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperateshall have the right to undertake the defense or settlement thereof, at the expense of the Indemnifying Party's expense. If the Indemnified Party assumes the defense of any such claim or proceeding pursuant to this Section 11.5 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forego appeal with respect thereto, with then the Indemnified Party shall give the Indemnifying Party and its counsel in the defense prompt written notice thereof and the Indemnified Indemnifying Party will shall have the right to participate fully, at its own expense, in the settlement or assume or reassume the defense of such Actionclaim or proceeding. If the The Indemnifying Party responds within the required ten (10) day period and elects shall not to defend such Action, settle any claim or assertion unless the Indemnified Party will be freeconsents in writing to such settlement, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written which consent of both Parties hereunder, such consent shall not to be unreasonably withheld or delayedwithheld.

Claims. If a Party entitled A party having the right to indemnification hereunder (the "“Indemnified Party"”) becomes aware shall promptly notify the other (the “Indemnifying Party”) of the commencement of any matter it believes is indemnifiable hereunder involving any claim, action, suitsuit or proceeding for which indemnification may be sought, investigationand the Indemnifying Party, arbitration or other proceeding against through counsel reasonable satisfactory to the Indemnified Party, shall assume the defense thereof; provided, however, that the Indemnified Party by shall be entitled to participate in any third party (each an "Action")such action, the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice suit or proceeding with counsel of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadingsits own choice, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respondbut at its own expense. If the Indemnifying Party elects fails to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in assume the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Actiona reasonable time, the Indemnified Party may assume such defense and the reasonable fees and expenses of its attorneys will be freecovered by the indemnity provided for in this article 15. The Indemnifying Party shall not, without prejudice to any the written consent of the Indemnified Party's rights hereunder, which consent shall not be unreasonably withheld: (i) settle or compromise any action, suit or proceeding or consent to compromise the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with plaintiff to the Indemnified Party of a written release from all liability in respect of such action, suit or proceeding; or (ii) settle or compromise any action, suit or proceeding in any manner which may materially and its counsel in adversely affect the defense against such Action and the Indemnified Party other than as a result of money damages or other money payments. The Indemnifying Party will shall have the exclusive right to participate fullycontrol the action, at its own expensesuit or proceeding and, in subject to the defense of such Action. Any compromise or foregoing, enter into any settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayedwith respect thereto.

Claims. If a Party entitled to indemnification hereunder (the "“Indemnified Party"”) becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration arbitration, or other proceeding against the Indemnified Party by any third party (each an "“Action"”), the Indemnified indemnified Party will give the other Party (the "“Indemnifying Party") ”, prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party (except for the value of time of the Indemnified Party’s employees), with the Indemnifying indemnifying Party and its counsel in the defense and the Indemnified indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, expense in the defense of such Action. Any compromise or settlement of an Action that requires the Indemnified Party to admit liability or to pay any money will require the prior written consent of both Parties hereunderthe Indemnified Party, such consent not to be unreasonably withheld or delayed.

Claims. If a Party entitled to indemnification hereunder (the "“Indemnified Party"”) becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration arbitration, or other proceeding against the Indemnified Party by any third party (each an "“Action"”), the Indemnified Party will give the other Party (the "“Indemnifying Party"”) prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party (except for the value of time of the Indemnified Party’s employees), with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action that requires the lndemnified Party to admit liability or to pay any money will require the prior written consent of both Parties hereunderthe Indemnified Party, such consent not to be unreasonably withheld or delayed.” 22. Section 15 of Exhibit E to the Existing Agreement is hereby amended and restated in its entirety as follows:

Claims. All claims for indemnification by a Purchaser Indemnitee pursuant to this Section 7 shall be made as follows: (a) If a Party Purchaser Indemnitee has incurred or suffered Losses for which it is entitled to indemnification hereunder (under this Section 7, then the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will Purchaser Indemnitee shall give the other Party (the "Indemnifying Party") prompt written notice of such Actionclaim (a “Claim Notice”) to the Company. Such notice will Each Claim Notice shall state the amount of claimed Losses (the “Claimed Amount”), if known, and the basis for such claim. (b) Within 30 days after delivery of a Claim Notice, the Company (the “Indemnifying Party”) shall provide to the Purchaser Indemnitee (the “Indemnified Party”), a written response (the “Response Notice”) in which the Indemnifying Party shall: (i) provide agree that all of the basis on which indemnification Claimed Amount is being asserted and owed to the Indemnified Party, (ii) be accompanied by copies agree that part, but not all, of all relevant pleadings, demands, and other papers related the Claimed Amount (the “Agreed Amount”) is owed to the Action and in Indemnified Party, or (iii) contest that any of the possession of Claimed Amount is owed to the Indemnified Party. The Indemnifying Party will 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 Losses for which the Indemnified Party is entitled to indemnification under this Section 7. If no Response Notice is delivered by the Indemnifying Party within such 30-day period, then the Indemnifying Party shall be deemed to have a period agreed that all of ten the Claimed Amount is owed to the Indemnified Party. (10c) days after delivery If the Indemnifying Party in the Response Notice agrees (or is deemed to have agreed) that all of such notice the Claimed Amount is owed to respondthe Indemnified Party, then 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 7. If the Indemnifying Party elects to defend in the Action or does Response Notice agrees that part, but not respond within all, of the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory Claimed Amount is owed to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with then the Indemnifying Party and its counsel in the defense and shall owe to the Indemnified Party will have an amount equal to the right agreed amount set forth in such Response Notice to participate fully, at its own expense, be paid in the defense of such Actionmanner set forth in this Section 7. If The parties agree that the foregoing shall not be deemed to provide that the Indemnifying Party responds within the required ten (10) day period and elects not is entitled to defend make a binding determination regarding any disputed amounts owed to an Indemnified Party, unless such Action, the Indemnified Party will be freeaccepts and agrees to such determination, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with both the Indemnified Party and its counsel Indemnifying Party shall retain all rights and remedies available to such party hereunder. (d) No delay on the part of the Indemnified Party in the defense against such Action and notifying the Indemnifying Party will have shall relieve the right Indemnifying Party of any liability or obligation hereunder except to participate fully, at its own expense, in the defense extent of any actual prejudice caused by or arising out of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayeddelay.

Claims. If a Party entitled to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified PartyParty (other than privileged information). The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.

Claims. If a Party entitled to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will shall be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.

Claims. If a Party entitled to indemnification hereunder (the "“Indemnified Party"”) becomes aware of any matter it believes is indemnifiable indemnifable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "“Action"”), the Indemnified Party will give the other Party (the "“Indemnifying Party"”) prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's ’s rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.

Claims. If Promptly after receipt by an indemnified party under paragraphs 7.1 or 7.2 of notice of the commencement of any action, such indemnified party will, if a Party claim in respect thereof is to be made against any indemnifying party under this paragraph, notify in writing the indemnifying party of the commencement thereof. The omission so to notify the indemnifying party will not relieve it from any liability under this Section 7, unless and to the extent that such omission so to notify prejudices in any material respect the indemnifying party's ability to defend such action. In case any such action is brought against any indemnified party, and the indemnified party notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to indemnification hereunder (participate therein and, to the "Indemnified Party") becomes aware extent that it may wish, jointly with any other indemnifying party similarly notified, to 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 so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section 7 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that any indemnified party shall have the right to employ separate counsel to represent it and all other parties and their controlling or other persons who may be subject to liability arising out of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding claim in respect of which indemnity may be sought by the Underwriter against the Indemnified Party Company and the Subsidiaries or by any third party (each an "Action")the Company against the Underwriter hereunder, as the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will case may be, if (i) provide the basis use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict or potential conflict of interest which, in the judgment of the indemnified party, could affect in any material respect the defense of such action on behalf of the indemnified party (in which indemnification is being asserted and case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party), (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded, based on the advice of counsel, that there may be accompanied by copies of all relevant pleadings, demands, and one or more legal defenses available to it and/or other papers related indemnified parties that are different from or in addition to those available to the Action and in indemnifying party, or (iii) the possession of the Indemnified Party. The Indemnifying Party will indemnifying party shall not have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by employed counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at indemnified party to represent the expense indemnified party within a reasonable time after notice of the Indemnifying Party, with institution of such action the Indemnifying Party and its counsel in the defense and the Indemnified Party will indemnified party or parties shall have the right to select separate counsel to assume such defenses and to otherwise participate fully, at its own expense, in the defense of such Actionaction on behalf of such indemnified party or parties, in which event the fees and expenses of one such separate counsel shall be borne by the indemnifying party. If the Indemnifying Party responds within the required ten (10) day period and elects Any such indemnifying party shall not to defend such Action, the Indemnified Party will be free, without prejudice liable to any such indemnified party on account of any settlement of any claim or action effected without the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense consent of such Action. Any compromise or settlement of an Action will require the prior written indemnifying party, which consent of both Parties hereunder, such consent shall not to be unreasonably withheld or delayedin light of all factors of importance to such indemnified party.

Claims. If As a Party entitled condition to indemnification hereunder the liability of the other party hereunder, the claiming parting (“Claiming Party”) shall notify the "Indemnified other party (“Other Party") becomes aware ”), in writing, of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against claim (“Claim”) covered by this Assignment within a reasonable time after the Indemnified Party assertion thereof by any a third party (each an "Action"), against Claiming Party. In the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written event of such a notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied a Claim by copies of all relevant pleadingsClaiming Party to Other Party, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Other Party will shall have a period of ten (10) days after delivery of such notice receipt thereof in which to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in undertake the defense of such Actionthe Claim on behalf of itself and Claiming Party. If the Indemnifying Other Party responds within the required ten (10) day period and elects not so undertakes to defend said Claim on behalf of itself and Claiming Party, it shall retain and pay counsel to conduct such Action, defense. Such counsel shall be subject to the Indemnified Party will be free, without prejudice to any approval of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Claiming Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent which approval shall not to be unreasonably withheld or delayed. Claiming Party may employ its own counsel to work with Other Party as counsel in connection with the defense of said Claim, but Claiming Party shall pay all fees and disbursements of said counsel. Other Party may settle the Claim, without the consent of Claiming Party, to the extent the settlement does not bind Claiming Party or impose any obligation on Claiming Party. If Claiming Party would have any liability for the payment and/or performance of any settlement, Claiming Party’s written consent thereto must be obtained by Other Party in order for said settlement to be binding upon Claiming Party. If Other Party refuses or fails to so undertake to defend the Claim, Claiming Party may defend the same on its own behalf, may retain and pay counsel to conduct such defense and may settle the Claim, without the consent of Other Party. Other Party shall then reimburse Claiming Party (a) for all reasonable costs, including court costs and reasonable attorneys’ fees, incurred by Claiming Party in connection with said defense and/or any such settlement and (b) for all sums paid pursuant to any judgment, including interest, against Claiming Party in connection therewith or any such settlement.

Claims. If No Party will be liable for any claim for indemnification under this Section 9.2 unless written notice of a claim for indemnification is promptly delivered by the Party entitled to seeking indemnification hereunder (the "“Indemnified Party"Person”) becomes aware to the Party from whom indemnification is sought (the “Indemnifying Person”) prior to the expiration of any matter it believes is indemnifiable hereunder involving any claimthe applicable survival period, actionif any, suit, investigation, arbitration or other proceeding against set forth in Section 9.1 (a “Third Party Claim”)); provided that no delay on the part of the Indemnified Party by any third party (each an "Action"), in notifying the Indemnified Indemnifying Party will give relieve the other Indemnifying Party (from any obligation hereunder except to the "extent that the Indemnifying Party"Party is prejudiced thereby. All notices given pursuant to this Section 9.2(d) prompt written notice of such Action. Such notice will (i) provide describe with reasonable specificity the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party’s claim for indemnification. The Indemnifying Upon receipt of notice of a Third Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day periodClaim, the Indemnifying Party will be obligated entitled to defend participate therein and, to the Actionextent desired, at to assume the defense thereof with counsel of its own expense, and by choice; provided that such counsel is reasonably satisfactory acceptable to the Indemnified Party. The However, the Indemnified Party will cooperatemay continue to participate in (but not control) such defense at its own cost and expense, at which costs and expenses shall not be subject to the expense indemnification provisions in this Article IX unless (i) the Indemnifying Party does not actually assume the defense thereof in a commercially reasonable manner following notice of such election or (ii) counsel for the Indemnified Party has reasonably determined that a conflict could result from having the same counsel represent the Indemnified Party and the Indemnifying Party, with . If the Indemnifying Party and its counsel in does not assume the defense and of such Third Party Claim, the Indemnified Party will have the right to participate fully, at its own expense, in undertake the defense of such Action. If Third Party Claim, by counsel or other representatives of its own choosing (subject to the right of the Indemnifying Party responds within to assume the required ten (10) day period and elects defense of or opposition to such Third Party Claim at any time prior to settlement, compromise or final determination thereof). Whether or not the Indemnifying Person chooses to defend or prosecute any such Actionclaim, the Indemnified Party will be freesuit, without prejudice to any action or proceeding, all of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel parties hereto shall cooperate in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayedprosecution thereof.

Claims. (a) If a Party entitled to indemnification hereunder an indemnified party (the an "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claimintends to seek indemnification pursuant to this Article VI, action, suit, investigation, arbitration or other proceeding against the such Indemnified Party by any third shall promptly notify the indemnifying party (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice ), in writing, of such Actionclaim describing such claim in reasonable detail, provided, that the failure to provide such notice shall not affect the obligations of the Indemnifying Party unless and only to the extent it is actually prejudiced thereby, subject, however, to the time periods specified in Section 6.1 hereof. Such In the event that such claim involves a claim by a third party against an Indemnified Party, the Indemnifying Party shall have 30 days after receipt of such notice to decide whether it will (i) provide undertake, conduct and control, through counsel of its own choosing and at its own expense, the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demandssettlement or defense thereof, and other papers related to if it so decides, the Action 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 in provided further, that the possession reasonable fees and expenses of such counsel shall be borne by the Indemnified Party. The Indemnifying Party will have a period shall not, without the written consent of ten the Indemnified Party (10) days after delivery of such notice to respondwhich consent shall not be unreasonably withheld), settle or compromise any action. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and notify the Indemnified Party will within 30 days after the receipt of notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the Indemnified Party shall have the right to participate fullycontest, at its own expense, in settle or compromise the defense claim but shall not pay or settle any such claim without the consent of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects which consent shall not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld withheld). (b) Edwards US and World Heart shalx xxxxxrate fully in all aspects of any investigation, defense, pre-trial activities, trial, compromise, settlement or delayeddischarge of any claim in respect of which indemnity is sought pursuant to Article VI, including, but not limited to, by providing the other party with reasonable access to employees and officers (including as witnesses) and other information.

Claims. If a Party entitled to indemnification hereunder (the "Indemnified Party"a) becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against Upon receipt by the Indemnified Party by of notice of any third party (each an "Action")Third-Party Claim, in order for the Indemnified Party to be entitled to any indemnification provided for under this Agreement, the Indemnified Party will give the other shall deliver written notice thereof to Licensee promptly after receipt by such Indemnified Party (the "Indemnifying Party") prompt of written notice of the Third-Party Claim, describing in reasonable detail the facts giving rise to any claim for indemnification hereunder, the amount or method of computation of the amount of such Actionclaim (if known) and such other information with respect thereto as Licensee may reasonably request. Such notice will (i) The failure to provide the basis on which indemnification is being asserted such notice, however, shall not release Licensee from any of its obligations under this Agreement except and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related only to the Action and in extent, if any, that Licensee is actually prejudiced by such failure. (b) Licensee shall have the possession of right, upon written notice to the Indemnified Party. The Indemnifying Party will have a period of ten within thirty (1030) days after delivery receipt of written notice from the Indemnified Party of the commencement of such notice Third-Party Claim, to respond. If assume the Indemnifying Party elects to defend defense thereof at the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, expense of Licensee with counsel of recognized standing selected by Licensee and by counsel reasonably satisfactory to the Indemnified Party. The If Licensee assumes the defense of such Third-Party Claim, the Indemnified Party will cooperateshall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnifying Indemnified Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in . If Licensee assumes the defense of such Action. If the Indemnifying any Third-Party responds within the required ten (10) day period and elects not to defend such ActionClaim, the Indemnified Party will be freeshall cooperate with Licensee in such defense and make available to Licensee all witnesses, without prejudice to any of pertinent records, materials and information in the Indemnified Party's rights hereunder’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by Licensee. If Licensee assumes the defense, or then has the right to compromise or defend (and control assume the defense of) such Action. In such casethereof in accordance with this Section 14.2(b), the Indemnifying of any Third-Party will cooperateClaim, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fullyshall not admit any liability with respect to, at its own expenseor settle, in the defense of such Action. Any compromise or settlement of an Action will require the discharge, or offer to settle, compromise or discharge, such Third-Party Claim without Licensee’s prior written consent of both Parties hereunder, such consent (not to be unreasonably withheld withheld, conditioned or delayed) unless a final judgment from which no appeal may be taken by or on behalf of Licensee is entered against the Indemnified Party for such Third-Party Claim. If Licensee, after receiving a written notice that complies with Section 14.2(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 Licensee’s expense, to defend such Third-Party Claim (upon providing further written notice to Licensee), subject to the right of Licensee to approve the counsel selected by the Indemnified Party (which approval shall not be unreasonably withheld, conditioned or delayed); provided, however, that the 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 Licensee (which consent shall not be unreasonably withheld, conditioned or delayed) unless a final appeal from which no appeal may be taken is entered against the Indemnified Party. If an Indemnified Party reasonably determines that it needs to take action concerning a Third-Party Claim earlier than thirty (30) days after receipt of notice of the Third-Party Claim, it shall immediately notify Licensee of such need and provide Licensee a reasonable opportunity to assume the defense of the Third-Party Claim. The Licensee then shall determine as soon as reasonably possible whether to assume the defense of the Third-Party Claim in accordance with this Section 14.2(b). (c) Licensee shall use commercially reasonable efforts to cause the Indemnified Party to be dismissed or removed as promptly as practicable from any Third-Party Claim indemnifiable hereunder to the extent based on the use by Licensee of a BP Trademark. Upon such dismissal or removal, and provided the Third-Party Claim is not subsequently reinstated, the obligations of Licensee set forth in Sections 14.2(a) and 14.2(b) shall cease to apply with respect to such Third-Party Claim.

Claims. If No party hereto will be liable for any claim for indemnification under this Article VII unless written notice of a Party entitled to Claim for indemnification hereunder is promptly delivered by the party seeking indemnification (the "“Indemnified Party"Person”) becomes aware to the party from whom indemnification is sought (the “Indemnifying Person”) prior to the expiration of the applicable survival period, if any, set forth in Section 7.1 (and in any event, within 10 days after receiving notification of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against claim by a third party which may give rise to a claim for indemnification (a “Third Party Claim”)); provided that no delay on the part of the Indemnified Party by any third party (each an "Action"), in notifying the Indemnified Indemnifying Party will give relieve the other indemnifying Party (from any obligation hereunder except to the "extent that the Indemnifying Party") prompt written notice of such ActionParty is prejudiced thereby. Such notice All notices given pursuant to this Section 7.4 will (i) provide describe with reasonable specificity the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party’s claim for indemnification. The Indemnifying Upon receipt of notice of a Third Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day periodClaim, the Indemnifying Party will be obligated entitled to defend participate therein and, to the Actionextent desired, to assume the defense thereof with counsel of its choice. However, the Indemnified Party may continue to participate in (but not control) such defense at its own cost and expense, which costs and by counsel reasonably satisfactory expenses shall not be subject to the Indemnified Partyindemnification provisions in this Article VII. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with unless the Indemnifying Party and its counsel in does not actually assume the defense and thereof following notice of such election. If the Indemnifying Party does not assume the defense of such Third Party Claim, the Indemnified Party will have the right to participate fully, at its own expense, in undertake the defense of such Action. If Third Party Claim, by counsel or other representatives of its own choosing (subject to the right of the Indemnifying Party responds within to assume the required ten (10) day period and elects defense of or opposition to such Third Party Claim at any time prior to settlement, compromise or final determination thereof). Whether or not the Indemnifying Person chooses to defend or prosecute any such Actionclaim, the Indemnified Party will be freesuit, without prejudice to any action or proceeding, all of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel parties hereto shall cooperate in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayedprosecution thereof.

Claims. If a Party entitled to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified PartyParty which satisfaction shall not be unreasonably withheld. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.

Claims. If a Party entitled to indemnification hereunder (a) In the event that any party hereto (the "Indemnified PartyINDEMNIFIED PARTY") becomes aware of desires to make a claim against another party hereto (the "INDEMNIFYING PARTY", which term includes all indemnifying parties if more than one) in connection with any matter it believes is indemnifiable hereunder involving any claimthird-party litigation, arbitration, action, suit, investigationproceeding, arbitration claim or other proceeding demand at any time instituted against the Indemnified Party by any third party or made upon it for which it may seek indemnification hereunder (each an a "ActionTHIRD-PARTY CLAIM"), the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If promptly notify the Indemnifying Party elects of such Third-Party Claim and of its claims of indemnification with respect thereto; PROVIDED, that failure to defend the Action or does promptly give such notice will not respond within the requisite ten (10) day period, relieve the Indemnifying Party will be obligated to defend the Action, at of its own expense, and by counsel reasonably satisfactory indemnification obligations under this section except to the Indemnified Party. The Indemnified Party will cooperateextent, at the expense of the Indemnifying Partyif any, with that the Indemnifying Party and its counsel in has actually been prejudiced thereby. In the defense and the event that any Indemnified Party will have the right desires to participate fully, at its own expense, in the defense of such Action. If the Indemnifying make an indemnity claim (other than a Third-Party responds within the required ten (10Claim) day period and elects not to defend such Actionagainst an Indemnified Party, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, promptly notify the Indemnifying Party of its claims of indemnification with respect thereto; PROVIDED, that failure to promptly give such notice will cooperatenot relieve the Indemnifying Party of its indemnification obligations under this section except to the extent, at its own expenseif any, with that the Indemnified Indemnifying Party and its counsel in the defense against such Action and the has actually been prejudiced thereby. (b) The Indemnifying Party will have the right to participate fullyassume the defense of the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party by written notice to the Indemnified Party within twenty days after the Indemnifying Party has received notice of the Third-Party Claim; PROVIDED, HOWEVER, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and, PROVIDED, FURTHER, that the Indemnified Party may retain separate co-counsel at its own expense, sole cost and expense and participate in the defense of the Third-Party Claim. (c) The Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third-Party Claim without the prior consent of the Indemnified Party (which will not be unreasonably withheld or delayed) unless the judgment or proposed settlement (i) includes an unconditional release of all liability of each Indemnified Party with respect to such ActionThird-Party Claim and (ii) involves only the payment of money damages by the Indemnifying Party and does not impose an injunction or other equitable relief upon the Indemnified Party. Any compromise So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 16.3(b) above the Indemnified Party will not consent to the entry of any judgment or enter into any settlement of an Action will require with respect to the Third-Party Claim without the prior written consent of both Parties hereunder, such consent the Indemnifying Party (which will not to be unreasonably withheld or delayed). (d) In the event the Indemnifying Party fails to assume the defense of the Third-Party Claim in accordance with Section 16.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter in any settlement with respect to, the Third-Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith) and (ii) the Indemnifying Party will remain responsible for any Damages the Indemnified Party may suffer as a result of such Third-Party Claim to the extent provided in this Article 16.

Claims. If a Party entitled to (a) Any party seeking indemnification hereunder (the "“Indemnified Party"”) becomes aware shall promptly notify the party or parties from which it is seeking indemnification (the “Indemnifying Party”), of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigationproceeding, arbitration demand or other breach (a “Claim”) with respect to which the Indemnified Party claims indemnification hereunder, provided that failure of the Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations under this Article 7 except to the extent, if at all, that such Indemnifying Party shall have been actually prejudiced thereby. (b) If such Claim relates to any action, suit, proceeding or demand instituted against the Indemnified Party by any a third party (each an "Action"a “Third Party Claim”), the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If then the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will shall be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right entitled to participate fully, at its own expense, in the defense of such ActionThird Party Claim after receipt of notice of such claim from the Indemnified Party. If Within sixty (60) days after receipt of notice of a particular matter from the Indemnified Party, the Indemnifying Party responds within may assume the required ten (10) day period and elects not to defend defense of such Action, Third Party Claim by providing the Indemnified Party will be freewith written notice of its election to assume such defense. Notwithstanding the right of the Indemnified Party to retain its own counsel as described below, the Indemnifying Party shall have the authority to negotiate, compromise and settle such Third Party Claim if and only if the following conditions are satisfied: (i) the Indemnifying Party shall have confirmed in writing that it is obligated hereunder to indemnify the Indemnified Party with respect to such Third Party Claim; and (ii) the Indemnifying Party shall not, without prejudice to any the consent of the Indemnified Party's rights hereunder, consent to compromise the entry of any judgment or defend (settle any such Third Party Claim unless the Indemnified Party is unconditionally released from all liability in respect of such Third Party Claim and control the Indemnified Party receives assurances that there will be no continuing restrictions on the business of the Indemnified Party with respect to such Third Party Claim. The Indemnified Party shall retain the right to employ its own counsel and to participate in the defense ofof 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 solely responsible for its own costs and expenses in connection with such participation, unless (i) such Action. In such casethe Indemnified Party has been advised by counsel that representation of the Indemnified Party and the Indemnifying Party by the same counsel presents a conflict of interest under applicable standards of professional conduct, (ii) the Indemnified Party has been advised by counsel that there may be legal defenses available to it which are different from or in addition to the defenses available to the Indemnifying Party, the Indemnifying Party will cooperateis not and has no plans to employ such different or additional defenses, at its own expense, with and in the reasonable judgment of such counsel it is advisable for the Indemnified Party and its to employ separate counsel in the defense against such Action and or (iii) the Indemnifying Party has failed to prosecute such defense in good faith. Notwithstanding the foregoing, the Indemnifying Party shall retain sole authority to negotiate, compromise and settle such Third Party Claim subject to the conditions set forth above. In no event will have the right Indemnified Party consent to participate fully, at its own expense, in the defense entry of such Action. Any compromise any judgment or enter into any settlement of an Action will require with respect to any Third Party Claim for which it seeks indemnification hereunder without the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayedthe Indemnifying Party.

Claims. If Promptly after receipt by a Party entitled to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving claim or Notice of the commencement of any claim, action, suitadministrative, investigationor legal proceeding, arbitration or other proceeding against investigation as to which the Indemnified Party by any third party (each an "Action")indemnity provided for in this Article 16 may apply, the Indemnified Party will give shall notify the other Indemnifying Party (the "Indemnifying Party") prompt written notice in writing of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Partyfact. The Indemnifying Party will shall assume the defense thereof with counsel designated by the Indemnifying Party and satisfactory to the Indemnified Party, provided, however, that if the defendants in any such action 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 period of ten (10) days after delivery of liability insurer is willing to pay such notice to respondcosts. If the Indemnifying Party elects fails to defend assume the Action or does not respond within the requisite ten (10) day perioddefense of a claim meriting indemnification, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, may at the expense of the Indemnifying PartyParty contest, with settle, or pay such claim; provided, settlement or full payment of any such claim may be made only following consent of the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fullyor, at its own expenseabsent such consent, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any written opinion of the Indemnified Party's rights hereunder’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 compromise or defend (indemnify and control hold the defense of) such Action. In such caseother Party and its successors and assigns harmless under this Article 16, the Indemnifying Party will cooperate, at its own expense, with amount owing to the Indemnified Party and its counsel in shall be the defense against amount of the Indemnified Party’s damages net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Party to obtain such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayedinsurance proceeds.

Claims. If a Party claim for Damages is to be made by a party entitled to indemnification hereunder (against the "Indemnified Party") indemnifying party, the party entitled to such indemnification shall give written notice to the indemnifying party as soon as practical after the party entitled to indemnification becomes aware of any matter it believes fact, condition or event which may give rise to Damages for which indemnification may be sought under this Section 9.3. Neither Goble nor the Company will have any indemnification obligation under xxxx Agreement unless notice is indemnifiable hereunder involving given of any claim for indemnification prior to the end of the period during which representations, warranties, covenants and agreements survive as provided in this Agreement. If any claim, lawsuit, proceeding or action is filed against any party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to the indemnifying party as promptly as practicable (and in any event within 15 days after the service of the citation or summons); provided, that the failure of any indemnified party to give the notice required by the preceding clause shall not affect rights to indemnification hereunder except to the extent that the indemnifying party demonstrates actual damage caused by such failure. After such notice, if the indemnifying party shall acknowledge in writing to the indemnified party that the indemnifying party shall be obligated under the terms of its indemnity hereunder in connection with such lawsuit or action, suitthen, except as provided below, the indemnifying party shall be entitled, if it so elects, to take control of the defense and investigation of such lawsuit or action and to employ and engage attorneys of its own choice to handle and defend the same, at the indemnifying party's cost, risk and expense provided that the indemnifying party and its counsel shall proceed with diligence and in good faith with respect thereto. The indemnified party shall cooperate (at the indemnifying party's expense) in all reasonable respects with the indemnifying party and such attorneys in the investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice trial and defense of such Action. Such notice will (i) provide lawsuit or action and any appeal arising therefrom; provided, however, that the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Actionindemnified party may, at its own expensecost, participate in the investigation, trial and by defense of such lawsuit or action and any appeal arising therefrom and provided, further, that if the indemnifying party shall not have employed counsel to direct the defense of any such action or if any such indemnified party or parties shall have reasonably satisfactory concluded that there may be defenses available to it or them which are different from or additional to those available to the Indemnified Party. The Indemnified Party will cooperate, at indemnifying party (in which case the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will indemnifying party shall not have the right to participate fully, at its own expense, in direct the defense of such Actionaction on behalf of the indemnified party or parties), legal and other expenses thereafter reasonably incurred by the indemnified party shall be borne by the indemnifying party. If the Indemnifying Party responds within the required ten (10) day period and elects An indemnified party shall not to defend such Action, the Indemnified Party will be free, without prejudice entitled to any of the Indemnified Party's rights hereunder, payment under an indemnity hereunder with respect to compromise any action or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement portion of an Action will require action until such action or portion shall have been settled by agreement among the prior written consent pertinent parties or shall have been finally determined (including any appeals unless by agreement no further appeals are taken) by a court or board of both Parties hereunder, such consent not arbitration of competent jurisdiction. No indemnifying party shall be required to be unreasonably withheld pay indemnification hereunder as a result of a settlement or delayed.compromise unless the indemnified

Claims. a. If an Indemnified Party intends to seek indemnification pursuant to this Article IX, such Indemnified Party shall promptly notify the Indemnifying Party in writing of such claim describing such claim in reasonable detail; provided, that the failure to provide such notice shall not affect the obligations of the Indemnifying Party unless it is actually prejudiced thereby, subject, however, to the time periods specified in Section 9.1 hereof. In the event that such claim involves a Party entitled to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding claim by a third party against the Indemnified Party by any third party (each an "Action")Party, the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will shall have a period of ten (10) 30 days after delivery receipt of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day perioddecide whether it will undertake, the Indemnifying Party will be obligated to defend the Actionconduct 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 fees and expenses of such counsel reasonably satisfactory to shall be borne by the Indemnified Party. . b. The Indemnified Indemnifying Party will cooperateshall not, at without the expense written consent of the Indemnifying Indemnified Party, with settle or compromise any action in any manner, other than a settlement consisting solely of monetary damages. c. If the Indemnifying Party and its counsel in the defense and does not notify the Indemnified Party will within 30 days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the Indemnified Party shall have the right to participate fullyconduct and control, through counsel of its own choosing and at the Indemnifying Party's expense, the contest, settlement or compromise of the claim, but the Indemnified Party shall not thereby waive any right to indemnity therefor pursuant to this Agreement. d. As long as the Indemnifying Party is 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 that (i) as long as the Indemnifying Party is contesting such claim in good faith, any such settlement shall include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnifying Party of a duly executed written release of the Indemnifying Party from all liability and obligation in respect of such action, (ii) in such event Indemnified Party shall waive any right to indemnity therefor by the Indemnifying Party; and (iii) the Indemnified Party shall provide the Indemnifying Party reasonable advance notice of any proposed settlement or payment and shall not pay or settle any claim if the Indemnifying Party shall reasonably object. e. The Indemnified Party shall cooperate fully in all aspects of any investigation, defense, pretrial activities, trial, compromise, settlement or discharge of any claim in respect of which indemnity is sought pursuant to Article IX, including, but not limited to, by providing the other party with reasonable access to employees and officers (including as witnesses) and other information. f. As to any Tax not based upon or measured with reference to income, for Tax periods that include (but do not end on) the Closing Date (or, as applicable, the date Closing is effected with respect to a Deferred Country), the amount of Seller's indemnification obligation hereunder for that Tax period shall equal the full amount of such Tax for the entire Tax period multiplied by a fraction, the numerator of which is the number of days from January 1, 2000 and ending on the Closing Date (or, as applicable, the date Closing is effected with respect to a Deferred Country), and the denominator of which is 366; provided, however, that the parties' indemnification obligations hereunder shall be adjusted appropriately to reflect the actual proportionate period of property ownership during the applicable Tax period for any such non-income Taxes imposed with respect to the ownership of specific items of property held by an Affiliate of Seller during any Tax period which includes the Closing Date (or, as applicable, the date Closing is effected with respect to a Deferred Country). g. Notwithstanding any other provision of this Section 9.4 to the contrary, in the case of any tax audit, the Indemnifying Party shall have the right to conduct and control, through counsel of its own choosing and at its own expense, in the defense contest, settlement or compromise of such Action. If the claim, but the Indemnifying Party responds within the required ten (10) day period and elects shall not to defend settle any such Action, the Indemnified Party will be free, claim without prejudice to any of prior consultation with the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.

Claims. If (a) In case any claim shall be made or action brought with respect to a Party matter referred to in Sections 6.01, 6.02, or 6.03 hereof, the party entitled to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable shall promptly notify the party liable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice in writing, setting forth the particulars of such Actionclaim 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. Such notice will No such claim shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party. No such claim or action shall be settled by the Indemnifying Party without the Indemnified Party's prior written consent; provided, however, that the Indemnified Party shall not unreasonably withhold its consent to any proposed settlement if (i) provide such proposed settlement involves only the basis on which indemnification is being asserted payment of money and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related the Indemnifying Party demonstrates to the Action and in the possession reasonable satisfaction of the Indemnified Party. The Party that the Indemnifying Party will have a period of ten (10) days after delivery is able to pay the amount of such notice to respondsettlement and all related expenses. If the Indemnifying Party elects to defend the Action shall not have employed counsel within a reasonable time after receiving notice of commencement of any such action, or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to if the Indemnified Party. The Indemnified Party will cooperate, at the expense of shall have concluded that there may be defenses available to it which are different from or additional to those available to the Indemnifying Party, with 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) If an Indemnified Party receives any payment from any third party (including any insurer) as compensation for any claim by the Indemnified Party after the Indemnifying Party and its counsel in the defense and has made any payment under Section 6.01, 6.02 or 6.03 hereof to the Indemnified Party will have the right to participate fully, at its own expense, in the defense on account of such Action. If claim by the Indemnifying Party responds within the required ten (10) day period and elects not to defend such ActionIndemnified Party, then the Indemnified Party will be freeshall promptly pay the dollar amount of all such prior indemnification payments to the Indemnifying Party, without prejudice demand or notice of any kind made by the Indemnifying Party, to any the extent of all such third party payments received by the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.

Claims. If As a Party entitled condition to indemnification hereunder the liability of the other party hereunder, the claiming parting (the "Indemnified Claiming Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or shall notify the other proceeding against the Indemnified Party by any third party (each an "ActionOther Party"), the Indemnified Party will give the other Party in writing, of any claim (the "Indemnifying PartyClaim") prompt written covered by this Assignment within a reasonable time after the assertion thereof by a third party against Claiming Party. In the event of such a notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied a Claim by copies of all relevant pleadingsClaiming Party to Other Party, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Other Party will shall have a period of ten (10) days after delivery of such notice receipt thereof in which to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in undertake the defense of such Actionthe Claim on behalf of itself and Claiming Party. If the Indemnifying Other Party responds within the required ten (10) day period and elects not so undertakes to defend said Claim on behalf of itself and Claiming Party, it shall retain and pay counsel to conduct such Action, defense. Such counsel shall be subject to the Indemnified Party will be free, without prejudice to any approval of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Claiming Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent which approval shall not to be unreasonably withheld or delayed. Claiming Party may employ its own counsel to work with Other Party as counsel in connection with the defense of said Claim, but Claiming Party shall pay all fees and disbursements of said counsel. Other Party may settle the Claim, without the consent of Claiming Party, to the extent the settlement does not bind Claiming Party or impose any obligation on Claiming Party. If Claiming Party would have any liability for the payment and/or performance of any settlement, Claiming Party's written consent thereto must be obtained by Other Party in order for said settlement to be binding upon Claiming Party. If Other Party refuses or fails to so undertake to defend the Claim, Claiming Party may defend the same on its own behalf, may retain and pay counsel to conduct such defense and may settle the Claim, without the consent of Other Party. Other Party shall then reimburse Claiming Party (a) for all reasonable costs, including court costs and reasonable attorneys' fees, incurred by Claiming Party in connection with said defense and/or any such settlement and (b) for all sums paid pursuant to any judgment, including interest, against Claiming Party in connection therewith or any such settlement.

Claims. If a Party entitled Each indemnified party agrees to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") indemnifying party prompt written notice of any matter upon which such Actionindemnified party intends to base a claim for indemnification under this Article 17; provided, however, that failure to give such prompt notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually materially prejudiced as a result of such failure. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demandsThe indemnified party shall permit, and other papers related shall cause its employees and agents to permit, the indemnifying party to defend or settle any such action, claim or liability and agrees to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery complete control of such notice to respond. If defense or settlement by the Indemnifying Party elects to defend the Action or indemnifying party; provided, however, that such settlement does not respond within impose any obligation or burden on the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, indemnified party without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunderthe indemnified party. No such action, such claim or liability shall be settled by the indemnified party without the prior written consent of the indemnifying party (which consent shall not to be unreasonably conditioned, withheld or delayed.) and the indemnifying party shall not be responsible for any fees or other costs incurred other than as provided in this Article 17. The indemnified party, its employees, agents and affiliates shall cooperate reasonably with the indemnifying party and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification at the sole expense of the indemnifying party. The indemnified party shall have the right, but not the obligation, to be represented by counsel of its own selection and at its own expense. Notwithstanding Sections 17.1 and 17.2 above, and by way of clarification, neither party shall be obligated to indemnify the other party hereunder for modification or misuse or improper storage or transportation of the Product by wholesalers or the customers of either party. * filed under application for confidential treatment

Claims. (a) If an Indemnified Party intends to seek indemnification pursuant to this ARTICLE VI, such Indemnified Party shall promptly notify the Indemnifying Party and the Escrow Agent, in writing, of such claim describing such claim in reasonable detail, provided that the failure to provide such notice shall not affect the obligations of the Indemnifying Party unless and only to the extent it is actually prejudiced thereby. In the event that such claim involves a Party entitled to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding claim by a third party against the Indemnified Party that seeks Damages in an amount in respect of which indemnification pursuant to this ARTICLE VI would be available, the Indemnifying Party shall have 30 days after receipt of such notice to decide by any third party written notice to the Indemnifying Party (each an "Action")i) to indemnify the Indemnified Party and undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof, (ii) to reserve its rights to indemnify the Indemnified Party and undertake, conduct and control, through counsel of its own choosing, the settlement or defense thereof, or (iii) to affirmatively refuse to indemnify the Indemnified Party. If the Indemnifying Party decides to take the actions described in subparagraphs (i) and (ii) immediately above, the Indemnified Party will give shall cooperate with it in connection therewith; provided that the other Indemnified Party (may participate in such settlement or defense through counsel chosen by it, and provided further, that the "Indemnifying Party") prompt written notice fees and expenses of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) counsel shall be accompanied borne by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period shall not, without the written consent of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects which consent shall not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed), settle or compromise any action, it being understood that no such settlement or consent shall impose any obligations on the Company with respect to the conduct of its business. The Indemnified Party shall have the right to settle any claim or action without the consent of the Indemnifying Party; provided that if the Indemnifying Party does not notify the Indemnified Party within 30 days after the receipt of the Indemnified Party’s notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the Indemnified Party shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement; provided, further as 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 consent of the Indemnifying Party (which consent shall not be unreasonably withheld). (b) The Indemnifying Party and the Indemnified Party shall cooperate fully in all aspects of any investigation, defense, pretrial activities, trial, compromise, settlement or discharge of any claim in respect of which indemnity is sought pursuant to this ARTICLE VI, including, but not limited to, by providing the other party with reasonable access to employees and officers (including as witnesses) and other information.

Claims. If a Party entitled to indemnification hereunder In the event that any party hereto (the "Indemnified Party") becomes aware of desires to make a claim against another party hereto (the "Indemnifying Party," which term includes all indemnifying parties if more than one) in connection with any matter it believes is indemnifiable hereunder involving any claimthird-party litigation, arbitration, action, suit, investigationproceeding, arbitration claim, or other proceeding demand at any time instituted against the Indemnified or made upon it for which it may seek indemnification hereunder (a "Third-Party by any third party (each an "ActionClaim"), the Indemnified Party will give promptly notify the other Indemnifying Party (the "Indemnifying Party") prompt written notice of such Action. Such Third-Party Claim and of its claims of indemnification with respect thereto, provided, that failure to give such notice will (i) provide not relieve the basis on which Indemnifying Party of its indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related obligations under this section except to the Action and in extent, if any, that the possession Indemnifying Party has actually been prejudiced thereby. Upon receipt of such notice from the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated entitled to defend assume the Actiondefense of such Third-Party Claim, at its own expensewith authority to negotiate, compromise, and by counsel reasonably satisfactory settle such Third-Party Claim, provided, that the Indemnifying Party will not agree to the any settlement of such Third-Party Claim that does not include an unconditional release of all liability of each Indemnified PartyParty with respect to such Third-Party Claim. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have retain the right to participate fully, at employ its own expense, counsel and to participate in the defense of such Action. If any Third-Party Claim, the defense of which has been assumed by an Indemnifying Party responds within the required ten (10) day period and elects not to defend such Actionpursuant hereto, but the Indemnified Party will be freeresponsible for its own expenses in connection with such participation, without prejudice to any except that if the Indemnified Party reasonably determines that an irreconcilable conflict of interest make separate representation of the Indemnified Party's rights hereunderby separate counsel advisable, to compromise or defend (and control the defense of) such Action. In such case, then the Indemnifying Party will cooperate, at its own expense, with be responsible for the Indemnified Party and its counsel in the defense against reasonable cost of one such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayedseparate counsel.

Claims. If A. Prompt notice of a Party entitled claim must be given to indemnification hereunder (the "Indemnified Party") becomes aware REINSURER. In every case of loss, copies of the proofs obtained by the CEDING COMPANY will be taken by the REINSURER as sufficient. Copies thereof, together with proof of the amount paid on such claim by the CEDING COMPANY will be furnished to the REINSURER when requesting its share of any matter it believes claim for a policy where REINSURER’S net amount at risk is indemnifiable hereunder involving $500,000 or greater or the policy’s duration is 5 years or less. The CEDING COMPANY will not routinely forward copies of the proofs obtained for claims for policies where REINSURER’S net amount at risk less than $500,000 unless the claim is contestable. However, the REINSURER may request, and the CEDING COMPANY will send, additional non-proprietary documents on any claim reinsured under this AGREEMENT. The REINSURER shall pay its share of all payable claims, in accordance with the terms of this AGREEMENT. However, if the amount reinsured with the REINSURER is more than the amount retained by the CEDING COMPANY and the claim is contestable, all papers in connection with such claim, including all underwriting and investigation papers, must be submitted to the REINSURER for its review before admission of any liability on the part of the CEDING COMPANY. B. The CEDING COMPANY will notify the REINSURER in writing of its intention to contest, compromise, or litigate a claim. Unless it declines to be a party to such action, suit, investigation, arbitration or other proceeding against the Indemnified Party by REINSURER will pay its share of any third party (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related settlement up to the Action and in maximum that would have been payable under the possession specific policy had there been no controversy plus its share of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respondspecific expenses, except as specified below. If the Indemnifying Party elects REINSURER declines to defend be a party to the Action contest, compromise, or does litigation of a claim, it will pay its full share of the amount reinsured, as if there had been no contest, compromise, or litigation, and its proportionate share of covered expenses incurred to the date it notifies the CEDING COMPANY it declines to be a party. REINSURER will be released from any and all further liability in connection with the policy, including, but not respond within limited to any obligation it may have to pay claim expenses. In no event will the requisite ten (10) day periodfollowing categories of expenses or liabilities be reimbursed: 1. Routine investigative or administrative expenses; 2. Salaries of employees or other internal expenses of the CEDING COMPANY or the original issuing company; 3. Extra contractual damages, including punitive and exemplary damages; 4. Expenses incurred in connection with a dispute or contest arising out of conflicting or any other claims of entitlement to policy proceeds or benefits. C. If the amount of insurance changes because of a misstatement of rate classification or age, the Indemnifying Party REINSURER’s share of reinsurance liability will change proportionately. D. For approved Waiver of Premium or Waiver of Cost benefit claims, the REINSURER will pay the CEDING COMPANY its portion of the amount of gross premiums waived by the CEDING COMPANY. E. Prior to the expiration of the deadline for notification of acceptance of the facultative offer (120 days) from the CEDING COMPANY, if a death occurs, then the CEDING COMPANY will apply the tie breaker rule on facultative submissions as described below: 1. The risk will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory ceded to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, reinsurers with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Actionbest offers. 2. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Actionreinsurers are tied with identical offers, the Indemnified Party earlier offers will be freeceded the risk. If REINSURER is not notified before the expiration date (120 days), without prejudice to there shall not be any of reinsurance on the Indemnified Party's rights hereunder, to compromise or defend (risk and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party Errors and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent Omissions shall not to be unreasonably withheld or delayedapply.

Claims. If As a condition to liability of Other Party entitled to indemnification hereunder hereunder, the claiming party (the "Indemnified Claiming Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or shall notify the other proceeding against the Indemnified Party by any third party (each an "ActionOther Party"), the Indemnified Party will give the other Party in writing, of any claim (the "Indemnifying PartyClaim") prompt written covered by this Assignment within a reasonable time after the assertion thereof by a third party against Other Party. In the event of such a notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied a Claim by copies of all relevant pleadingsClaiming Party to Other Party, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Other Party will shall have a period of ten (10) days after delivery of such notice receipt thereof in which to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in undertake the defense of such Actionthe Claim on behalf of itself and Claiming Party. If the Indemnifying Other Party responds within the required ten (10) day period and elects not so undertakes to defend said Claim on behalf of itself and Claiming Party, it shall retain and pay counsel to conduct such Action, defense. Such counsel shall be subject to the Indemnified Party will be free, without prejudice to any approval of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Claiming Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent which approval shall not to be unreasonably withheld or delayed. Claiming Party may employ its own counsel to work with Other Party as counsel in connection with the defense of said Claim, but Claiming Party shall pay all fees and disbursements of said counsel. Other Party may settle the Claim, without the consent of Claiming Party, to the extent the settlement does not bind Claiming Party or impose any obligation on Claiming Party. If Claiming Party would have any liability for the payment and/or performance of any settlement, Claiming Party's written consent thereto must be obtained by Other Party in order for said settlement to be binding upon Claiming Party. If Other Party refuses or fails to so undertake to defend the Claim, Claiming Party may defend the same on its own behalf, may retain and pay counsel to conduct such defense and may settle the Claim, without the consent of Other Party. Other Party shall then reimburse Claiming Party (a) for all reasonable costs, including court costs and reasonable attorneys' fees, incurred by Claiming Party in connection with said defense and/or any such settlement, (b) for all sums paid by Claiming Party in accordance with any such settlement, and (c) for all sums paid pursuant to any judgment entered against Claiming Party in connection therewith.

Claims. If a Party entitled to indemnification hereunder (1) In the "event that any action, suit or proceeding is brought against either HD Services or TKO (in this Section, an “Indemnified Party"”) becomes aware in respect of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding which indemnity may be sought against the Indemnified Party by any third other party (each in this Section, an "Action")“Indemnifying Party”) in accordance with section 4.01, the Indemnified Party will give the other Indemnifying Party (the "Indemnifying Party") prompt written notice of any such Action. Such notice action, suit or proceeding of which the Indemnified Party has knowledge and the Indemnifying Party will (i) provide undertake the basis investigation and defence thereof on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession behalf of the Indemnified Party. The Indemnifying Party will have a period , including employment of ten counsel acceptable to such Indemnified Party, and make payment of all expenses. (102) days after delivery No admission of such notice to respond. If liability and no settlement of any action, suit or proceeding shall be made without the consent of the Indemnifying Party elects and the Indemnified Parties affected, such consent not to defend the Action or does not respond within the requisite ten be unreasonably withheld. (103) day period, Notwithstanding that the Indemnifying Party will be obligated to defend undertake the Actioninvestigation and defence of any action, at its own expensesuit or proceeding, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the an Indemnified Party will have the right to employ separate counsel in any such action, suit or proceeding and participate fully, at its own expense, in the defense defence thereof, but the fees and expenses of such Action. If counsel will be at the expense of the Indemnified Party unless: (a) employment of such counsel has been authorised by the Indemnifying Party; (b) the Indemnifying Party responds has not assumed the defence of the action, suit or proceeding within a reasonable period of time after receiving notice thereof; (c) the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice named parties to any of the Indemnified Party's rights hereundersuch action, to compromise suit or defend (and control the defense of) such Action. In such case, proceeding include both the Indemnifying Party will cooperate, at its own expense, with and the Indemnified Party and its the Indemnified Party shall have been advised by counsel in the defense against such Action and that there may be a conflict of interest between the Indemnifying Party will have 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 4 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 4: (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 participate fullyany threatened action, at its own expensesuit 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 matter of law or which may be lawfully granted to such Indemnified Parties and the provisions of this Article 4 are severable, and if any provision hereof shall for any reason be determined invalid or ineffective, the remaining provisions of this Article 4 shall not be affected thereby. (7) The indemnities set out in section 4.01 and 4.04 shall remain in full force and effect notwithstanding the defense termination of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayedthis Agreement.

Claims. If a Party entitled to indemnification hereunder (the "Indemnified PartyINDEMNIFIED PARTY") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "ActionACTION"), the Indemnified Party will give the other Party (the "Indemnifying PartyINDEMNIFYING PARTY") prompt written notice of such Action; provided that the failure to provide prompt notice shall not relieve the Indemnifying Party of its obligations except and only to the extent (i) that the delay results in the inability to assert a defense and (ii) of the increase in the Indemnifying Party's liability resulting solely from the inability to assert a defense. Such notice will (ia) provide the basis on which indemnification is being asserted and (iib) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) calendar days after delivery receipt of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) calendar day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) calendar day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.

Claims. a. If an Indemnified Party intends to seek indemnification pursuant to this Article IX, such Indemnified Party shall promptly notify the Indemnifying Party in writing of such claim describing such claim in reasonable detail; provided, that the failure to provide such notice shall not affect the obligations of the Indemnifying Party except to the extent that it is actually prejudiced thereby, subject, however, to the time periods specified in Section 9.1 hereof. In the event that such claim involves a Party entitled to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding claim by a third party against the Indemnified Party by any third party (each an "Action")Party, the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will shall have a period of ten (10) 30 days after delivery receipt of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day perioddecide whether it will undertake, the Indemnifying Party will be obligated to defend the Actionconduct 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 fees and expenses of such counsel reasonably satisfactory to shall be borne by the Indemnified Party. . b. The Indemnified Indemnifying Party will cooperateshall not, at without the expense written consent of the Indemnifying Indemnified Party, with settle or compromise any action in any manner, other than a settlement consisting solely of monetary damages. c. If the Indemnifying Party and its counsel in the defense and does not notify the Indemnified Party will within 30 days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the Indemnified Party shall have the right to participate fullyconduct and control, through counsel of its own choosing and at the Indemnifying Party's expense, the contest, settlement or compromise of the claim, but the Indemnified Party shall not thereby waive any right to indemnity therefor pursuant to this Agreement. d. As long as the Indemnifying Party is 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 that: (i) as long as the Indemnifying Party is contesting such claim in good faith, any such settlement shall include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnifying Party of a duly executed written release of the Indemnifying Party from all liability and obligation in respect of such action; (ii) in such event Indemnified Party shall waive any right to indemnity therefor by the Indemnifying Party; and (iii) the Indemnified Party shall provide the Indemnifying Party reasonable advance notice of any proposed settlement or payment and shall not pay or settle any claim if the Indemnifying Party shall reasonably object. e. The Indemnified Party shall cooperate fully in all aspects of any investigation, defense, pretrial activities, trial, compromise, settlement or discharge of any claim in respect of which indemnity is sought pursuant to Article IX, including, but not limited to, by providing the other party with reasonable access to employees and officers (including as witnesses) and other information. f. As to any Tax, for Tax periods that include (but do not end on) the Closing Date the amount of Seller's indemnification obligation pursuant to this Section 9 for that Tax shall equal the full amount of such Tax for the entire Tax period multiplied by a fraction, the numerator of which is the number of days from January 1, 2001 and ending on the Closing Date and the denominator of which is 365; provided, however, that the parties' indemnification obligations hereunder shall be adjusted appropriately to reflect the actual proportionate period of property ownership during the applicable Tax period for any such Taxes imposed with respect to the ownership of specific items of property held by an Affiliate of Seller during any Tax period which includes the Closing Date. g. Notwithstanding any other provision of this Section 9.4 to the contrary, in the case of any tax audit, the Indemnifying Party shall have the right to conduct and control, through counsel of its own choosing and at its own expense, in the defense contest, settlement or compromise of such Action. If the claim, but the Indemnifying Party responds within shall not settle any such claim without prior consultation with the Indemnified Party. h. In addition to provisions relating to defense of claims by third parties set forth in Section 9.4(a) above, any claim for indemnification under this Article IX which involves environmental investigatory, corrective or remedial action ("Remedial Action") shall additionally be governed by the procedures set forth in this subsection. Upon receipt of any such claim, the Indemnifying Party shall have the right, at its option, to undertake control over such Remedial Action (including, without limitation, retention of consultants, selection of remedial measures and negotiations and agreements with interested government agencies and third parties). Where Seller is the Indemnifying Party and undertakes such control, the Buyer and the Acquired Companies agree to provide Seller and its agents with reasonable access to the subject facility (and to relevant documents and personnel) for purposes of conducting Remedial Action. Irrespective of which party undertakes such control, the parties shall keep one another apprised of major developments relating to the Remedial Action and shall, subject to applicable legal privileges, make all final reports, filings, and other documents relating to the Remedial Action available for inspection by one another upon request. Any costs incurred after Closing by an Indemnified Party relating to oversight of activities undertaken hereunder by an Indemnifying Party hereunder shall not be subject to indemnification hereunder. An Indemnifying Party shall have no obligation to undertake any Remedial Action, or provide indemnification with respect to any matter governed hereunder, unless, and then only to the extent that, Remedial Action is required ten (10) day period by Environmental Laws. Any obligation of an Indemnifying Party to conduct or fund any Remedial Action shall be deemed satisfied upon completion of a Remedial Action in a manner which satisfies Environmental Laws or is otherwise acceptable to applicable governmental authorities. The parties agree to reasonably cooperate with one another in connection with any matter governed hereunder and elects not to defend such Actiongenerally conduct themselves in a cost effective manner with respect thereto. i. The Indemnified Party shall take reasonable steps to mitigate indemnifiable liabilities and Damages upon and after becoming aware of any event which could reasonably be expected to give rise to any liabilities and Damages that are indemnifiable hereunder. If any claim is covered by insurance, the Indemnified Party will be freeshall use all reasonable efforts to recover the amount of such claim from the issuer of such insurance; provided, without prejudice to any of the however, this provision shall not prevent an Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, Party from making a claim against the Indemnifying Party will cooperate, at to preserve its own expense, with rights hereunder. j. No party shall be entitled to indemnification to the Indemnified Party extent of any net tax or other benefits actually received by such party as a result of facts and its counsel circumstances relating to any indemnifiable claim or to the extent the Closing Balance Sheet contains an accrual covering such claim or the Working Capital for purposes of calculating the Adjustment Amount is otherwise reduced in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense contemplation or as a result of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.claim

Claims. (a) If the Closing occurs and a Vornado Realty Group Indemnified Party entitled to indemnification hereunder or a MM Group Indemnified Party (the in each case, an "Indemnified Party") becomes aware intends to seek indemnification pursuant to this Article VIII, such Indemnified Party shall promptly notify the party obligated to indemnify such Indemnified Party (each such party shall be referred to as an "Indemnifying Party" in such capacity), in writing, of any matter such claim describing such claim in reasonable detail, provided, that the failure to provide such notice shall not affect the obligations of the Indemnifying Party unless and only to the extent it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding actually prejudiced thereby. In the event that such claim involves a claim by a third party against the Indemnified Party by any third party which seeks Damages in an amount in respect of which indemnification pursuant to this Article VIII would be available, the Indemnifying Party shall have thirty (each an "Action")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 will give shall cooperate with it in connection therewith, provided, that the other Indemnified Party (may participate in such settlement or defense through counsel chosen by it, and provided further, that the "Indemnifying Party") prompt written notice fees and expenses of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) counsel shall be accompanied borne by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period shall not, without the written consent of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified PartyParty (which consent shall not be unreasonably withheld), settle or compromise any action for which it is providing indemnity hereunder. The Indemnified Party will cooperate, at shall not have the expense right to settle any claim or action without the consent of the Indemnifying Party; provided, with that if the Indemnifying Party and its counsel in the defense and does not notify the Indemnified Party will have within thirty (30) days after the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any receipt of the Indemnified Party's rights hereunder, notice of a claim of indemnity hereunder that it elects to compromise or defend (and control undertake the defense of) thereof, or thereafter does not diligently prosecute such Action. In such casedefense, the Indemnifying Party will cooperate, at its own expense, with then the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will shall have the right to participate fullycontest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. (b) The Indemnifying Party and the Indemnified Party shall cooperate fully in all aspects of any investigation, defense, pretrial activities, trial, compromise, settlement or discharge of any claim in respect of which indemnity is sought pursuant to this Article VIII, including, but not limited to, by providing the other party with reasonable access to employees and officers (including as witnesses) and other information. (c) To the extent that the Vornado Realty Group Indemnified Parties have a claim against both the MM Contributors and any title insurer and elect to seek recovery from, or are otherwise indemnified by, the MM Contributors, the Vornado Realty Group hereby assigns to the MM Contributors, to the extent permitted by law and the terms thereof, all claims the Vornado Group Indemnified Parties may have against said title insurer and agrees to cooperate in any reasonable manner in the prosecution of said claims including, if necessary, proceeding in its name for the benefit of the MM Contributors through counsel selected by the MM Contributors, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayedMM Contributors' cost.

Claims. If a claim by a Person is made against one of the KFx Indemnitees or one of the DTECS Indemnitees (an “Indemnified Party”), and if such Party entitled intends to indemnification hereunder seek indemnity with respect thereto under this Article 8, such Indemnified Party shall promptly notify DTECS or KFx, as the case may be (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"“Indemnitor”), the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Partyclaims. The Indemnifying Party will Indemnitor shall have a period of ten thirty (1030) days after delivery receipt of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day periodundertake, the Indemnifying Party will be obligated to defend the Actionconduct and control, through counsel of its own choosing and at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperatesettlement or defense thereof, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will shall cooperate with it in connection therewith; provided that the Indemnitor shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party, however, the fees and expenses of such counsel shall be borne by such Indemnified Party. So long as the Indemnitor, at Indemnitor's cost and expense, (1) has undertaken the defense of, and assumed full indemnification responsibility with respect to, such claim, (2) is reasonably contesting such claim in good faith, by appropriate proceedings, and (3) has taken such action (including the posting of a bond, deposit or other security) as may be necessary to prevent any action to foreclose a lien against or attachment of the property of the Indemnified Party for payment of such claim, the Indemnified Party shall not pay or settle any such claim. Notwithstanding compliance by the Indemnitor with the preceding sentence, the Indemnified Party shall have the right to participate fullypay or settle any such claim, at its own expenseprovided that in such event it shall waive any right to indemnity therefor by the Indemnitor for such claim. If, in within thirty (30) days after the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any receipt of the Indemnified Party's rights notice of a claim of indemnity hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with Indemnitor does not notify the Indemnified Party that it elects, at Indemnitor's cost and its counsel in expense, to undertake the defense thereof and assume full responsibility for all liabilities with respect thereto imposed on it by this Article 8, or gives such notice and thereafter fails to contest such claim in good faith or to prevent action to foreclose a lien against such Action and or attachment of the Indemnifying Indemnified Party's property as contemplated above, the Indemnified Party will shall have the right to participate fullycontest, at its own expense, in settle or compromise the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent claim but shall not thereby waive any right to be unreasonably withheld or delayedindemnity therefor pursuant to this Agreement.

Claims. If a Party entitled All claims for indemnification pursuant to this ARTICLE IX shall be asserted and resolved as follows: (a) any party claiming indemnification hereunder pursuant to this ARTICLE IX (an "INDEMNIFIED PARTY") shall promptly (and, in any event at least ten days prior to the due date for any responsive pleadings, filings or other documents) (i) notify the party for whom indemnification is sought (the "Indemnified PartyINDEMNIFYING PARTY") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration third -party claim or other proceeding claims asserted against the Indemnified Party by (a "THIRD PARTY CLAIM") that could give rise to a right of indemnification pursuant to this ARTICLE IX and (ii) transmit to the Indemnifying Party a written notice ("CLAIM NOTICE") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), an estimate of the amount of Damages attributable to the Third Party Claim and the basis of the Indemnified Party's request for indemnification under this Agreement. The failure to promptly deliver a Claim Notice shall not relieve any third party Indemnifying Party of its obligations to any Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of such claim. Within 30 days after receipt of any Claim Notice (each an the "ActionELECTION PERIOD"), the Indemnifying Party shall notify the Indemnified Party will give (x) whether the other Indemnifying Party disputes its potential liability to the Indemnified Party under this ARTICLE IX with respect to such Third Party Claim and (y) whether the "Indemnifying Party desires, at the sole cost and expense of such Indemnifying Party") prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of defend the Indemnified Party. The Party against such Third Party Claim; (b) If the Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to defend assume the Action defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, with counsel reasonably acceptable to such Indemnified Party, such Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or does not respond within settled at the requisite ten (10discretion of the Indemnifying Party in accordance with this SECTION 9.3(b). Except as set forth in SECTION 9.3(f) day periodhereof, the Indemnifying Party will be obligated to defend the Actionshall have full control of such defense and proceedings, at its own expense, and by counsel reasonably satisfactory to the Indemnified Partyincluding any compromise or settlement thereof. The Indemnified Party will cooperateis hereby authorized, at the sole cost and expense of the Indemnifying Party (but only if the Indemnified Party is entitled to indemnification hereunder), to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem necessary or appropriate to protect its interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party. If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and their counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, the making of any related counterclaim against the Person asserting the Third Party Claim or any cross -complaint against any Person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this SECTION 9.3(b) and shall bear its own costs and expenses with respect to such participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel at the expense of the Indemnifying Party, and upon written notification thereof, the Indemnifying Party shall not have the right to assume the defense of such action on behalf of the Indemnified Party; provided further that the Indemnifying Party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for the Indemnified Party, which firm shall be designated in writing by the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall be prohibited from confessing or settling any criminal allegations brought against the Indemnified Party without the express written consent of the Indemnified Party. (c) If the Indemnifying Party fails to notify the Indemnified Party within the Election Period that the Indemnifying Party elects to defend the Indemnified Party pursuant to SECTION 9.3(b), or if the Indemnifying Party elects to defend the Indemnified Party pursuant to SECTION 9.3(b) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings, provided, however, that the Indemnified Party may not enter into, without the Indemnifying Party's consent, which shall not be unreasonably withheld, any compromise or settlement of such Third Party Claim. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes their potential liability to the Indemnified Party under this ARTICLE IX and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this SECTION 9.3 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this SECTION 9.3(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and its the Indemnified Party, and the Indemnifying Party has been advised by counsel in that there may be one or more legal defenses available to it that are different from or additional to those available to the defense Indemnified Party, then the Indemnifying Party may employ separate counsel and upon written notification thereof, the Indemnified Party will shall not have the right to participate fully, at its own expense, in assume the defense of such Actionaction on behalf of the Indemnifying Party. (d) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the "INDEMNITY NOTICE") describing in reasonable detail the nature of the claim, an estimate of the amount of damages attributable to such claim and the basis of the Indemnified Party's request for indemnification under this Agreement. If the Indemnifying Party responds does not notify the Indemnified Party within thirty (30) days from its receipt of the required Indemnity Notice that the Indemnifying Party disputes such claim, the claim specified by the Indemnified Party in the Indemnity Notice shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed such claim, as provided above, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction if the parties do not reach a settlement of such dispute within thirty (30) days after notice of a dispute is given. (e) Payments of all amounts owing by any Indemnifying Party pursuant to this ARTICLE IX relating to a Third Party Claim shall be made within thirty (30) days after the latest of (i) the settlement of such Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of such Third Party Claim, or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party's liability to the Indemnified Party under this Agreement. Payments of all amounts owing by the Indemnifying Party pursuant to SECTION 9.3(d) shall be made within ten (10) day days after the later of (i) the expiration of the 30 -day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party's liability to the Indemnified Party under this Agreement. (f) The Indemnifying Party shall provide the Indemnified Party with written notice of any firm offer that is made to settle or compromise a Third Party Claim against an Indemnified Party. If a firm offer is made to settle such a claim solely by the payment of money damages and the Indemnifying Party notifies the Indemnified Party in writing that the Indemnifying Party agrees to such settlement, but the Indemnified Party elects not to defend such Actionaccept and agree to it, the Indemnified Party will be free, without prejudice may continue to any of the Indemnified Party's rights hereunder, to compromise contest or defend (and control such Third Party Claim and, in such event, the defense of) such Action. In such case, total maximum liability of the Indemnifying Party will cooperate, at its own expense, with to indemnify or otherwise reimburse the Indemnified Party hereunder with respect to such a claim shall be limited to and its counsel in shall not exceed the defense against amount of such Action settlement offer, plus reasonable out -of -pocket costs and reasonable expenses (including reasonable attorneys' fees and disbursements) to the date of notice that the Indemnifying Party will have desired to accept such settlement. (g) Notwithstanding any provision herein to the right contrary, the obligation of an Indemnifying Party to participate fully, at its own expense, provide indemnification to an Indemnified Party for breach of any representation or warranty shall not take effect unless and until the Damages asserted against or incurred in the defense aggregate and on a collective basis by the Indemnified Parties pursuant to either SECTION 9.1 or 9.2 (as applicable) as a result of such Action. Any compromise a breach or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayedbreaches exceeds $15,000.

Claims. If a Party entitled to indemnification hereunder In the event that any party (the "Indemnified PartyINDEMNIFIED PARTY") becomes aware of desires to make a claim against any matter it believes is indemnifiable hereunder involving other party (the "INDEMNIFYING PARTY," which term includes all such other parties, if more than one) in connection with any claimthird-party litigation, arbitration, action, suit, investigationproceeding, arbitration claim, or other proceeding demand at any time instituted against or made upon the Indemnified Party by any third party for which it may seek indemnification hereunder (each an a "ActionTHIRD-PARTY CLAIM"), the Indemnified Party will promptly notify the Indemnifying Party of such Third-Party Claim; PROVIDED, that failure to give such notice will not relieve the other Indemnifying Party (of its indemnification obligations under this section except to the "extent that the Indemnifying Party is actually prejudiced thereby. Upon receipt of such notice from the Indemnified Party, the Indemnifying Party by written notice to the Indemnified Party given within 20 days following the Indemnifying Party") prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession 's receipt of the Indemnified Party's notice, will be entitled to assume the defense of the Third-Party Claim, with authority to negotiate, compromise, and settle the Third-Party Claim. The Indemnifying Party will have a period not agree to any settlement of ten (10) days after delivery any Third-Party Claim that does not include an unconditional release of such notice all liability of each Indemnified Party with respect to respondthe Third-Party Claim. If An Indemnified Party will not agree to settle and Third-Party Claim without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld, delayed, or conditioned. The Indemnified Party elects will retain the right to defend employ its own counsel and to participate in the Action defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Party, but the Indemnified Party will be responsible for his or does not respond within its own expenses in connection with such participation, except that if the requisite ten (10) day periodIndemnified Party reasonably determines that a conflict of interest make separate representation of the Indemnified Party by separate counsel advisable, then the Indemnifying Party will be obligated to defend responsible for the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense reasonable cost of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of one such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayedseparate counsel.

Claims. (a) If an Indemnified Party intends to seek indemnification pursuant to this Article X, such Indemnified Party shall promptly notify the Indemnifying Party in writing of such claim describing such claim in reasonable detail; provided that the failure to provide such notice will not affect the obligations of the Indemnifying Party unless it is actually prejudiced thereby. If the claim for indemnification does not involve a claim by a third party then the Indemnifying Party entitled shall be deemed to indemnification hereunder have accepted liability for the Damages arising from such claim (subject to the "limitations set forth in this Article) unless the Indemnifying Party delivers a written objection to the Indemnified Party") becomes aware Party within 30 days after receiving the notice of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding . If such claim involves a claim by a third party against the Indemnified Party, the Indemnifying Party by any third party (each an "Action")will have thirty days after receipt of such notice to elect to undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and if it so elects, the Indemnified Party will give shall cooperate with it in connection therewith; provided that the other Indemnified Party (the "Indemnifying Party") prompt written notice of may participate in such Action. Such notice will (i) provide the basis on which indemnification is being asserted settlement or defense through counsel chosen and (ii) be accompanied paid for by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the such Indemnified Party. The Indemnifying 45 Asset Purchase Agreement Party will have a period shall not, without the written consent of ten (10) days after delivery the Indemnified Party, settle or compromise any action in any manner or consent to the entry of such notice any judgment with respect to respondthe matter unless the sole relief granted is the payment of money by the Indemnifying Party and the plaintiff or claimant releases the Indemnified Party from all liability. If the Indemnifying Party does not notify the Indemnified Party within thirty days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder that it elects to defend undertake the Action defense thereof, or does not respond within the requisite ten (10) day period, if the Indemnifying Party will be obligated assumes such defense but thereafter fails to defend the Actionpursue such defense actively, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and then the Indemnified Party will have the right to participate fullycontest, at its own expense, in settle or compromise the defense of such Actionclaim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. If As long as the Indemnifying Party responds within the required ten (10) day period and elects not to defend is contesting any such Actionclaim in good faith, the Indemnified Party will be freeshall not pay or settle any such claim. Notwithstanding the foregoing, without prejudice the Indemnified Party has the right to pay or settle any such claim; provided that as long as the Indemnifying Party is contesting such claim in good faith, any such settlement is to include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnifying Party of a duly executed written release of the Indemnifying Party from all liability and obligation in respect of such action; and provided further that in such event, unless the Indemnifying Party has consented to such payment or settlement, the Indemnified Party shall waive any right to indemnity therefor by the Indemnifying Party; and provided further that the Indemnified Party shall provide the Indemnifying Party reasonable advance notice of any proposed settlement or payment. (b) The Indemnified Party shall cooperate fully in all aspects of any investigation, defense, pretrial activities, trial, compromise, settlement or discharge of any claim in respect of which indemnity is sought pursuant to this Article X, including, but not limited to, by providing the other party with reasonable access to employees and officers (including as witnesses) and other information. The Indemnified Party's rights hereunder, actual costs and expenses of providing such cooperation shall constitute a part of its Damages for which it is entitled to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, indemnification in accordance with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.this Article X.

Claims. (a) Promptly after receipt by an indemnified person under this Article VII of notice of the commencement of any action or proceeding against it, such indemnified person will, if a claim is to be made against an indemnifying party under this Article VII, give notice to the indemnifying party of the commencement of such action or proceeding, specifying the factual basis of the claim and the amount thereof in reasonable detail to the extent then known by such indemnified person, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified person. (b) If a Party any action or proceeding referred to in Section 7.5(a) (in connection with matters covered by Section 7.2) is brought against an indemnified person, the indemnifying party will be entitled to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claimparticipate in such action or proceeding and, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have extent that it wishes (unless an indemnifying party is also a period of ten (10) days after delivery of party to such notice to respond. If the Indemnifying Party elects to defend the Action action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense proceeding and the Indemnified Party will have the right indemnified person determines that joint representation would be inappropriate) to participate fully, at its own expense, in assume the defense of such Action. If action or proceeding with counsel satisfactory to the Indemnifying Party responds within indemnified person and, after notice from the required ten (10) day period and elects not indemnifying person to defend such Action, the Indemnified Party will be free, without prejudice indemnified person of its election to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in assume the defense of such Actionaction or proceeding, the indemnifying person will not, as long as the indemnifying person diligently conducts such defense, be liable to the indemnified person under this Article VII for any fees of other counsel or any other expenses with respect to the defense of such action or proceeding, in each case subsequently incurred by the indemnified person in connection with the defense of such action or proceeding, other than reasonable costs of investigation, and other than where the indemnified person has separate defenses in which case the indemnifying person shall be responsible for the fees and expenses of one firm of counsel for the indemnified person. Any If the indemnifying party assumes the defense of an action or proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that action or proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of an Action will require such claims may be effected by the Representative without the Indemnified Person's prior written consent consent; (iii) the indemnifying person will have no liability with respect to any compromise or settlement of both Parties hereundersuch claims effected without the indemnifying person's prior written consent; and (iv) the indemnified person will cooperate as the indemnifying person may reasonably request in investigating, defending and (subject to clause (ii)) settling such consent not action or proceeding (with the Indemnified Person's out-of-pocket costs in providing such cooperation to be unreasonably withheld reimbursed by the indemnifying parties). The indemnified party shall cooperate with the indemnified party with respect to matters for which the indemnifying party is indemnifying the indemnified party. (c) Notwithstanding the foregoing, if an indemnified person determines that there is a probability that an action or delayedproceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified person may, by notice to the indemnifying person, assume the exclusive right to defend, compromise, or settle such action or proceeding.

Claims. If a Party entitled to indemnification hereunder In the event that any party hereto (the "Indemnified PartyINDEMNIFIED PARTY") becomes aware of desires to make a claim against another party hereto (the "INDEMNIFYING PARTY," which term includes all indemnifying parties if more than one) in connection with any matter it believes is indemnifiable hereunder involving any claimthird-party litigation, arbitration, action, suit, investigationproceeding, arbitration claim, or other proceeding demand at any time instituted against the Indemnified Party by any third party or made upon it for which it may seek indemnification hereunder (each an a "ActionTHIRD-PARTY Claim"), the Indemnified Party will give notify the other Indemnifying Party (the "Indemnifying Party") prompt written notice of such Action. Such Third-Party Claim and of its claims of indemnification with respect thereto, PROVIDED, that failure to give such notice will (i) provide not relieve the basis on which Indemnifying Party of its indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related obligations under this section except to the Action and in extent, if any, that the possession Indemnifying Party has actually been prejudiced thereby. Upon receipt of such notice from the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right entitled to participate fully, at its own expense, in the defense of such ActionThird-Party Claim. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any each of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such casefollowing conditions is satisfied, the Indemnifying Party will cooperatemay assume the defense of such Third-Party Claim, at its own expense, with the Indemnified Party and its counsel in the defense against case of such Action and an assumption the Indemnifying Party will have the authority to negotiate, compromise, and settle such Third-Party Claim, PROVIDED, that the Indemnifying Party will not agree to any settlement of such Third-Party Claim that does not include an unconditional release of all liability of each Indemnified Party with respect to such Third-Party Claim: (i) The Indemnifying Party confirms in writing that it is obligated hereunder to indemnify the Indemnified Party in full with respect to such Third-Party Claim; and (ii) The Indemnified Party does not give the Indemnifying Party written notice that the Indemnified Party's counsel has determined, in its reasonable opinion, that an irreconcilable conflict of interest make separate representation by the Indemnified Party's counsel advisable. The Indemnified Party will retain the right to participate fully, at employ its own expense, counsel and to participate in the defense of any Third-Party Claim, the defense of which has been assumed by an Indemnifying Party pursuant hereto, but such Action. Any compromise or settlement of an Action Indemnified Party will require the prior written consent of both Parties hereunder, bear and will be solely responsible for its own costs and expenses in connection with such consent not to be unreasonably withheld or delayedparticipation.

Claims. If a Party entitled to indemnification hereunder (the "Indemnified --- ------ Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.

Claims. (a) If an Indemnified Party intends to seek indemnification pursuant to this Article VI, such Indemnified Party shall promptly notify the Indemnifying Party in writing of such claim describing such claim in reasonable detail; provided, that the failure to provide such notice will not affect the obligations of the Indemnifying Party unless such Party is actually prejudiced thereby. If such claim involves a Party entitled to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding claim by a third party against the Indemnified Party, the Indemnifying Party by any third party (each an "Action")will 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 of such claim, and if it so decides, the Indemnified Party will give shall cooperate with the other Indemnifying Party (in connection with the "Indemnifying Party") prompt written notice settlement or defense; 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 Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) counsel must be accompanied paid by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period shall not, without the written consent of ten (10) days after delivery of such notice to respondthe Indemnified Party, settle or compromise any action in any manner that would materially and adversely affect the Indemnified Party. If the Indemnifying Party elects to defend the Action or does not respond notify the Indemnified Party within 30 days after the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to receipt of the Indemnified Party. The Indemnified Party will cooperate, at the expense 's notice of the Indemnifying Party, with the Indemnifying Party and its counsel in a claim of indemnity under this Agreement that it elects to undertake the defense and of such claim, the Indemnified Party will have the right to participate fullycontest, at its own expense, in settle or compromise the defense of claim but does not thereby waive any right to indemnity for such Actionclaim pursuant to this Agreement. If As long as the Indemnifying Party responds within the required ten (10) day period and elects not to defend is contesting any such Actionclaim in good faith, the Indemnified Party will be freeshall not pay or settle any such claim. Notwithstanding the foregoing, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fullypay or settle any such claim; provided, at its own expensethat as long as the Indemnifying Party is contesting such claim in good faith, any such settlement must include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnifying Party of a duly executed written release of the Indemnifying Party from all liability and obligation in the defense respect of such Action. Any compromise action; and provide further, that in such event Indemnified Party shall waive any right to indemnity for such claim by the Indemnifying Party; and provided further, that the Indemnified Party shall provide the Indemnifying Party reasonable advance notice of any proposed settlement or payment and may not pay or settle any claim if the Indemnifying Party reasonably objects. (b) The Indemnified Party shall cooperate fully in all aspects of any investigation, defense, pretrial activities, trial, compromise, settlement or discharge of an Action will require any claim in respect of which indemnity is sought pursuant to Article VI, including, without limitation, by providing the prior written consent of both Parties hereunder, such consent not other party with reasonable access to be unreasonably withheld or delayedany employees (including as witnesses) and other information.

Claims. If a Any Buyer Indemnified Party or Seller Indemnified Party claiming it may be entitled to indemnification hereunder under this Article VII (the "“Indemnified Party"”) becomes aware shall give prompt notice to the other party (the “Indemnifying Party”) of each Legal Proceeding, matter, action, cause of action, claim, lawsuit, demand, fact or other circumstances upon which a claim for indemnification (a “Claim”) under this Article VII may be based. Such notice shall contain, with respect to each Claim, such facts and information as are then reasonably available, and the specific basis for indemnification hereunder. Failure to give prompt notice of a claim hereunder shall not affect the Indemnifying Party’s obligations under this Section, except to the extent the Indemnifying Party is materially prejudiced by such failure. (a) Except in the event of a Claim involving a criminal action, Claim related to a Contract with a customer, or Claim brought by a Government Entity, the Indemnified Party shall permit the Indemnifying Party, at the Indemnifying Party’s option and expense, to assume the complete defense of any matter it believes is indemnifiable hereunder involving Claim by a Person, with full authority to conduct such defense and to settle or otherwise dispose of the same and the Indemnified Party will fully cooperate in such defense provided the Indemnifying Party will not, in defense of any claim, such action, suit, investigationproceeding, arbitration claim, demand or other proceeding against assessment, except with the consent of the Indemnified Party (which consent will not be unreasonably withheld), consent to the entry of any judgment or enter into any settlement which provides for any relief other than the payment of monetary damages and which does not include as an unconditional term thereof the giving by any third party (each an "Action")the claimant or plaintiff to the Indemnified Party of a release from all Liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such action, suit, proceeding, claim, demand or assessment, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those actions, suits, proceedings, claims, demands or assessments with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If afford the Indemnifying Party elects an opportunity to defend participate in such defense, at its cost and expense, and will consult with the Action Indemnifying Party prior to settling or does not respond within otherwise disposing of any of the requisite ten (10) day periodsame. Notwithstanding anything to the contrary herein, with respect to any Claim asserted by a Governmental Authority relating to Taxes, the Indemnifying Party will shall be obligated entitled to defend participate in the Actiondefense, at its own expense, and by counsel reasonably satisfactory to but the Indemnified PartyParty shall control such defense. The Indemnified Party will cooperate, at not settle any such Claim without the expense prior consent of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld withheld. (b) In the event of a Claim that does not involve a claim by a third party against the Indemnified Party, the Indemnified Party shall send notice of a Claim to the Indemnifying Party (the “Notice of Claim”). The Notice of Claim shall set forth the amount, if known, or, if not known, an estimate of the foreseeable maximum amount of the Losses (which estimate shall not be conclusive of the final amount of such Losses) and a description of the basis for such Claim. The Indemnifying Party will have 30 days from receipt of such Notice of Claim to dispute the Claim and will reasonably cooperate and assist the Indemnified Party in determining the validity of the claim for indemnity. If the Indemnifying Party does not give notice to the Indemnified Party that it disputes such Claim within 30 days after its receipt of the Notice of Claim, the Claim will be conclusively deemed subject to indemnification hereunder. (c) Any indemnity payment under this Agreement shall be treated as an adjustment to the Purchase Price for Tax purposes unless there is no reasonable basis for doing so under the applicable Tax Law. (d) No Claim for a breach of representation or delayedwarranty shall be made or have any validity unless the Indemnified Party shall have given written notice of such Claim to the Indemnifying Party within the period of survival set forth in Section 5.26. So long as notice is timely given, the representation or warranty shall survive with respect to such Claim until such Claim is finally resolved.

Claims. If (a) Whenever any claim shall arise for indemnification hereunder, the Owner Indemnified Party shall promptly notify the indemnifying party of the claim and, when known, the facts constituting the basis for such claim, except that in the event of any claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, except as otherwise expressly provided in Article XIV such notice shall specify, if known, the amount or an estimate of the amount of the liability asserted by such third party. (b) In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person who is not a Party, the indemnifying Party, may, upon written notice to the indemnified Party, assume the defense of any such claim or legal proceeding. Except with the consent of the indemnified Party, the indemnifying Party shall not consent to the entry of any judgment arising from any such claim or legal proceedings which, in each case, does not include as an unconditional term thereof of the giving by the claimant or the plaintiff to the indemnified Party of a release from all liability in respect thereof, unless the indemnifying Party has actually paid to the indemnified Party the full amount of such judgment settlement. Any indemnified Party shall be entitled to participate in (but not control) the defense of any such claim or litigation resulting therefrom. If the indemnifying Party does not elect to control the litigation as provided above, the indemnified Party may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the indemnifying Party, on such terms as such indemnified Party may deem appropriate, and the indemnifying Party shall promptly reimburse the indemnified Party. All indemnification hereunder shall be effected by payment of cash or delivery of a certified or official bank check in the amount of the indemnification liability. (c) To the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration extent Construction Manager or other proceeding against the an Owner Indemnified Party by elects not to pursue any third party (each an "Action")legal remedies it has against other Persons, but relies on the indemnities provided for in this Agreement, Construction Manager or Owner Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related assign its legal remedies to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice maximum extent allowed by law to respond. If the Indemnifying Party elects to defend the Action Owner or does not respond within the requisite ten (10) day periodConstruction Manager, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayedas appropriate.

Claims. (a) If an Indemnified Party intends to seek indemnification pursuant to this Article VII, such Indemnified Party shall promptly notify PLC, in writing, of such claim describing such claim in reasonable detail, PROVIDED that the failure to provide such notice shall not affect the obligations of PLC unless and only to the extent it is actually prejudiced thereby. In the event that such claim involves a Party entitled to indemnification hereunder (the "claim by a third party against an Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will PLC shall have a period of ten (10) 30 days after delivery receipt of such notice to respond. If decide whether it will undertake, conduct and control, through counsel of its own choosing (but reasonably acceptable to the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10Indemnified Party) day period, the Indemnifying Party will be obligated to defend the Action, and at its own expense, the settlement or defense thereof unless (i) PLC is also a party to the proceeding and the Indemnified Party determines in good faith that joint representation would be inappropriate or (ii) PLC fails to provide reasonable assurance to the Indemnified Party of its financial capacity to defend such proceeding, and provide indemnification with respect thereto, 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 fees and expenses of such counsel reasonably satisfactory to shall be borne by the Indemnified Party. The Indemnified Party will cooperatePLC shall not, at without the expense written consent of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will (which consent shall not be unreasonably withheld, conditioned or delayed), settle or compromise any action. If PLC does not notify the Indemnified Party within 30 days after the receipt of notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the Indemnified Party shall have the right to participate fullycontest, at its own expense, in settle or compromise the defense of claim but shall not pay or settle any such Action. If claim without the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such PLC (which consent shall not to be unreasonably withheld withheld, conditioned or delayed). (b) Purchaser and PLC shall cooperate fully in all aspects of any investigation, defense, pre-trial activities, trial, compromise, settlement or discharge of any claim in respect of which indemnity is sought pursuant to Article VII, including, but not limited to, by providing the other party with reasonable access to employees and officers (including as witnesses) and other information.

Claims. If a Party entitled to indemnification hereunder (the "Indemnified ------ Party") " becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party xxxxx (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") " prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party Xxxxx will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right eight to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Actionaction, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to to. participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.

Claims. If a Party entitled (a) Any claim under Section 9.1 shall be made by written notice from HPL or the Indemnitee (as applicable) to the Stockholder Representative specifying in reasonable detail the amount and basis of the claim. When an Indemnitee seeking indemnification hereunder (the "Indemnified Party") becomes aware under Section 9.1 receives notice of any matter it believes is indemnifiable hereunder involving claim by a third party, including without limitation any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Government Entity ("Third Party by any third party (each an "ActionClaim"), which is to be the Indemnified Party will basis for a claim for indemnification hereunder, the Indemnitee shall give the other Party (the "Indemnifying Party") prompt written notice to the Stockholder Representative reasonably indicating (to the extent known) the nature of such Action. Such notice will (i) provide claims and the basis on 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 of the service upon Indemnitee of any Third Party Claim that is contained in a complaint filed with any Government Entity. Any failure by an Indemnitee to provide such notice shall not affect DYM Stockholders' obligations hereunder, except to the extent of any Damages caused by such delay. (b) Upon notice from the Indemnitee, DYM Stockholders may, but shall not be required to, assume the defense of any such Third Party Claim, including its compromise or settlement, by representatives of its own choosing reasonably acceptable to the Indemnitee, and the DYM Stockholders, if it is a claim for which indemnification is being asserted agreed or determined to be applicable and (ii) the DYM Stockholders assume the defense, shall pay all costs and expenses thereof and shall be accompanied by copies of all relevant pleadingsfully responsible for the outcome thereof; provided, demandshowever, and other papers related to that the Action and in Stockholder Representative shall consult regularly with the possession of Indemnitee regarding the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery defense of such notice to respond. If Third Party Claim and may not settle or compromise any Third Party Claim without the Indemnifying Party elects to defend Indemnitee's prior written consent (which consent shall not be unreasonably withheld or delayed) and that the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will Indemnitee shall be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right entitled to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Third Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, Claim at its own expense, with . The Stockholder Representative shall give written notice to the Indemnified Party and its counsel in Indemnitee as to DYM Stockholders' intention to assume the defense against of any such Action Third Party Claim within ten business days after the date of receipt of the Indemnitee's written notice in respect of such Third Party Claim 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 Indemnifying Party will shall have the right to participate fullydispute any Third Party Claim and to dispute any liability to the Indemnitee(s) based on material facts reasonably ascertainable only after the date it elects to assume the defense hereunder. If the Stockholder Representative does not, at its own expensewithin ten business days after the Indemnitee's notice is given, in give written notice to the Indemnitee of the Stockholder Representative's assumption of the defense of such Action. Any the Third Party Claim, DYM Stockholders shall be deemed to have waived their rights to control the defense thereof. (c) DYM Stockholders shall have no liability with respect to any compromise or settlement of an Action will require the a Third Party Claim effected without its prior written consent of both Parties hereunder, such (which consent shall not to 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 HPL or the Surviving Corporation, then the Indemnitee, HPL and/or the Surviving Corporation shall assume the defense of any such Third Party Claim, including its compromise or settlement, by representatives of its own choosing reasonably acceptable to the Stockholder Representative; in which event, if such Damages are determined to exist, the holders of Outstanding Company Shares shall pay all reasonable costs and expenses of such defense and investigation and the DYM Stockholders shall be responsible for all other Damages related to the outcome thereof; provided, however, that the Indemnitee shall consult regularly with the Stockholder Representative regarding the defense of 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 unreasonably withheld or delayed) and that the DYM Stockholders shall be entitled to participate in the defense of any such Third Party Claim at their own expense.

Claims. If (i) An Indemnified Party shall give the Indemnifying Party written notice (a Party entitled to indemnification hereunder (the "Indemnified Party"“Claim Notice”) becomes aware of any matter it believes (including a Third Party Claim) that an Indemnified Party has determined in good faith has given or could give rise to a right of indemnification under this Agreement, stating the amount of the Loss, if known (the “Claimed Amount”), and the method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration claimed or other proceeding against arises. Failure of the Indemnified Party by any third party (each an "Action")to give a Claim Notice will not relieve the Indemnifying Party from its indemnification obligations hereunder, except to the Indemnified extent that the Indemnifying Party will give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and actually prejudiced thereby. (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten Within thirty (1030) days after delivery of a Claim Notice and subject to Section 9.03(b)(iii), the Indemnifying Party will deliver to the Indemnified Party a written response (the “Response”) in which the Indemnifying Party will: (A) agree that the Indemnified Party is entitled to receive all of the Claimed Amount and, within five (5) Business Days of the Indemnified Party’s receipt of the Response, the Indemnifying Party will pay the Claimed Amount to the Indemnified Party by wire transfer of immediately available funds to the bank account to be designated by such Indemnified Party in a written notice at least three (3) Business Days before such payment; (B) agree that the Indemnified Party is entitled to respondreceive part, but not all, of the Claimed Amount (such portion, the “Agreed Portion”) and, within five (5) Business Days of the Indemnified Party’s receipt of the Response, the Indemnifying Party will pay the Agreed Portion to the Indemnified Party by wire transfer of immediately available funds to the bank account to be designated by such Indemnified Party in a written notice at least three (3) Business Days before such payment; or (C) dispute that the Indemnified Party is entitled to receive any of the Claimed Amount. If no Response or Claim Dispute Notice is delivered by the Indemnifying Party to the Indemnified Party within such thirty (30)-day period, then the Indemnifying Party shall be deemed to have agreed upon the Indemnified Party’s right to receive the Claimed Amount. (iii) If the Indemnifying Party in good faith objects to any claim made by Indemnified Party in any Claim Notice, then the Indemnifying Party shall deliver a written notice (a “Claim Dispute Notice”) to the Indemnified Party during the thirty (30)-day period commencing upon receipt by the Indemnifying Party of the Claim Notice. The Claim Dispute Notice shall set forth in reasonable detail the principal basis for the dispute of any claim made by the Indemnified Party in the Claim Notice. If the Indemnifying Party elects to defend the Action or does not respond within deliver a Claim Dispute Notice to the requisite ten Indemnified Party prior to the expiration of such thirty (10) day 30)-day period, then (A) each claim for indemnification set forth in such Claim Notice shall be deemed to have been conclusively determined in Indemnified Party’s favor for purposes of this Article IX on the terms set forth in the Claim Notice and (B) the Indemnifying Party will be obligated to defend shall, within five (5) Business Days following the Actionexpiration of such thirty (30)-day period, at its own expense, and by counsel reasonably satisfactory deliver payment of the full Claimed Amount to the Indemnified Party. The Party by wire transfer of immediately available funds to the bank account to be designated by the Indemnified Party will cooperate, in a written notice at the expense of least three (3) Business Days before such payment in accordance with this Section 9.03. (iv) If the Indemnifying PartyParty delivers a Claim Dispute Notice, then the Indemnified Party and the Indemnifying Party shall attempt in good faith to resolve any such objections raised by the Indemnifying Party in such Claim Dispute Notice. If Indemnified Party and the Indemnifying Party agree to a resolution of such objection, then a memorandum setting forth the matters conclusively determined and stipulating the amount owed to such Indemnified Party (the “Stipulated Amount”), by the Indemnified Party and the Indemnifying Party shall be prepared and signed by both parties and the Indemnifying Party shall deliver payment by wire transfer of immediately available funds to the bank account to be designated by the Indemnified Party in accordance with the terms of such memorandum. (v) In the event that the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right are unable to participate fullyreach an agreement in accordance with this Section 9.03, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party dispute will be freegoverned by a Proceeding subject to the terms of Section 11.10, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (Section 11.11 and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayedSection 11.12.

Claims. If a (a) A Party entitled (hereinafter referred to indemnification hereunder as the “Indemnifying Party”) indemnifying another party or parties (hereinafter referred to as the "“Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim”), actionpursuant to this Agreement, suit, investigation, arbitration or other proceeding against shall indemnify and hold the Indemnified Party by harmless against any third party and all actions, suits, proceedings, demands, claims, assessments, costs, judgments, legal and other expenses incidental to any of the foregoing (each an "Action"hereinafter referred to as a “Claim”). In the event a Claim is made upon the Indemnified Party, the Indemnified Party will shall promptly give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will (i) provide Claim to the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demandsIndemnifying Party, and other papers related shall promptly deliver to such Indemnifying Party all information and written material available to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of relating to such notice to respondClaim. If such Claim is first made upon the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day periodParty, the Indemnifying Party will be obligated shall promptly give notice of such Claim to the Indemnified Party. (b) The Indemnified Party will, if notified of the Indemnifying Party’s election to do so within fifteen (15) days of the date of notice of a Claim, permit the Indemnifying Party to defend in the Actionname of the Indemnified Party any Claim in any appropriate administrative or judicial proceedings and take whatever actions may be reasonably requested of the Indemnified Party to permit the Indemnifying Party to make such defense and obtain an adjudication of such Claim on the merits, at its own expenseincluding the signing of pleadings and other documents, and by if necessary; provided that the Indemnifying Party shall defend the Claim with counsel reasonably satisfactory to the Indemnified Party. The Party and provide the Indemnified Party will cooperatewith evidence reasonably satisfactory to the Indemnified Party that the Indemnifying Party can satisfy the Claim if it is upheld. In addition to the liability for the ultimate settlement or judgment, at if any, arising out of such Claim under this Agreement, the expense Indemnifying Party shall be solely responsible for all the expenses incurred in connection with such defense or proceedings, regardless of their outcome. However, the Indemnifying Party shall not be responsible for any expenses, including attorneys fees and costs, incurred by the Indemnified Party to monitor the defense of the Claim by the Indemnifying Party, with . (c) In the event the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in does not accept the defense of such Action. If Claim under the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Actionterms hereof, the Indemnified Party will shall be freeentitled to conduct such defense and settle or compromise such Claim, without prejudice to any and the Indemnifying Party’s indemnification obligation under this Agreement shall be absolute, regardless of the outcome of such Claim. The Indemnified Party's rights hereunder, at its option, may elect not to compromise or defend (and permit the Indemnifying Party to control the defense of) such Actionagainst a Claim. In such caseIf the Indemnified Party so elects, then the Indemnifying Party will cooperate, at its own expense, with shall not be obligated to indemnify the Indemnified Party and its counsel in against any settlements, judgments or other costs or obligations arising thereunder which the defense against Indemnified Party may make or incur relating to such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayedClaim.

Claims. If a Each Innovator Indemnified Party entitled to indemnification hereunder and Sandoz Indemnified Party (the "“Indemnified Party"”) becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will agrees to give the other Party (the "Indemnifying Party") indemnifying party prompt written notice of any matter upon which such ActionIndemnified Party intends to base a claim for indemnification (an “Indemnity Claim”) under this Article 15. Such notice will (i) provide In the basis on which indemnification event that an Indemnity Claim is being asserted and (ii) be accompanied by copies of all relevant pleadingsbrought or made against both parties, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party then each party will have a period of ten (10) days after delivery of such notice the right to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, represented by counsel at its own expense. Notwithstanding the foregoing, in the event that such Indemnity Claim relates solely to causes covered by Section 15.1 hereof, then Innovator 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 counsel reasonably satisfactory Innovator. 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. If both parties are indemnifying parties with respect to the Indemnified Partysame Indemnity Claim, the parties shall determine by mutual agreement, within twenty (20) days following their receipt of notice of commencement or assertion of such Indemnity Claim (or such lesser period of time as may be required to respond properly to such claim), which party shall assume the lead role in the defense thereof. Should the indemnifying parties be unable to mutually agree on which of them shall assume the lead role in the defense of such Indemnity Claim, both indemnifying parties shall be entitled to participate in such defense through counsel of their respective choosing. The Indemnified Party will cooperatemake available to the indemnifying party and its counsel, at the expense all reasonable times during normal business hours, all books and records of the Indemnifying Partyother party relating to such suit, with claim or proceeding, and each party will render to the Indemnifying Party other party such assistance as it may reasonably require in order to ensure proper and its counsel in adequate defense of any such suit, claim or proceeding. The indemnifying party will obtain the defense and written consent of the Indemnified Party will have the right prior to participate fullysettling, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not ceasing to defend such Action, or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified Party will be free, without prejudice would become subject to any injunctive or other equitable relief or the business of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel would be adversely affected in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayedany manner whatsoever.

Claims. If a Party entitled to indemnification hereunder (1) In the "event that any action, suit or proceeding is brought against either HD Services or KMK (in this Section, an “Indemnified Party"”) becomes aware in respect of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding which indemnity may be sought against the Indemnified Party by any third other party (each in this Section, an "Action")“Indemnifying Party”) in accordance with section 4.01, the Indemnified Party will give the other Indemnifying Party (the "Indemnifying Party") prompt written notice of any such Action. Such notice action, suit or proceeding of which the Indemnified Party has knowledge and the Indemnifying Party will (i) provide undertake the basis investigation and defence thereof on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession behalf of the Indemnified Party. The Indemnifying Party will have a period , including employment of ten counsel acceptable to such Indemnified Party, and make payment of all expenses. (102) days after delivery No admission of such notice to respond. If liability and no settlement of any action, suit or proceeding shall be made without the consent of the Indemnifying Party elects and the Indemnified Parties affected, such consent not to defend the Action or does not respond within the requisite ten be unreasonably withheld. (103) day period, Notwithstanding that the Indemnifying Party will be obligated to defend undertake the Actioninvestigation and defence of any action, at its own expensesuit or proceeding, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the an Indemnified Party will have the right to employ separate counsel in any such action, suit or proceeding and participate fully, at its own expense, in the defense defence thereof, but the fees and expenses of such Action. If counsel will be at the expense of the Indemnified Party unless: (a) employment of such counsel has been authorised by the Indemnifying Party; (b) the Indemnifying Party responds has not assumed the defence of the action, suit or proceeding within a reasonable period of time after receiving notice thereof; (c) the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice named parties to any of the Indemnified Party's rights hereundersuch action, to compromise suit or defend (and control the defense of) such Action. In such case, proceeding include both the Indemnifying Party will cooperate, at its own expense, with and the Indemnified Party and its the Indemnified Party shall have been advised by counsel in the defense against such Action and that there may be a conflict of interest between the Indemnifying Party will have 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 4 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 4: (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 participate fullyany threatened action, at its own expensesuit 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 matter of law or which may be lawfully granted to such Indemnified Parties and the provisions of this Article 4 are severable, and if any provision hereof shall for any reason be determined invalid or ineffective, the remaining provisions of this Article 4 shall not be affected thereby. (7) The indemnities set out in section 4.01 and 4.04 shall remain in full force and effect notwithstanding the defense termination of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayedthis Agreement.

Claims. If a Party entitled to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party Execution Copy and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.

Claims. (a) If a an Indemnified Party entitled intends to seek indemnification hereunder (pursuant to this Article VII, such Indemnified Party shall promptly notify the "Indemnifying Party in writing of such claim. The Indemnified Party") becomes aware Party will provide the Indemnifying Party with prompt notice of any matter it believes third party claim in respect of which indemnification is indemnifiable sought. The failure to provide either such notice will not affect any rights hereunder involving any claim, action, suit, investigation, arbitration or other proceeding except to the extent the Indemnifying Party is materially prejudiced thereby. (b) If such claim involves a claim by a third party against the Indemnified Party, the Indemnifying Party may, within ten days after receipt of such notice and upon notice to the Indemnified Party, assume, through counsel of its own choosing and at its own expense, 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. If the Indemnified Party reasonably determines that representation by the Indemnifying Party's counsel of both the Indemnifying Party and the Indemnified Party may present such counsel with a conflict of interest, then the Indemnifying Party shall pay the reasonable fees and expenses of the Indemnified Party's counsel. Notwithstanding anything in this Section 7.4 to the contrary, the Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any third party (each an "Action")action or consent to the entry of any 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 will give shall not pay or settle any such claim without the other Party (the "Indemnifying Party") prompt written notice of 's consent, such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) consent not to be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respondunreasonably withheld. If the Indemnifying Party elects to defend the Action or is not contesting such claim in good faith (including if it does not respond notify the Indemnified Party of its assumption of the defense of such claim within the requisite ten (10) day periodperiod set forth above), then the Indemnifying Indemnified Party will be obligated to defend the Actionmay conduct and control, at through counsel of its own expense, choosing and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with 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. (c) If a firm written offer is made by the third party to settle a third party claim referred to in (b) above and its counsel in the defense Indemnifying Party proposes to accept such settlement and the Indemnified Party will have refuses to consent to such settlement, then, provided that such proposed settlement (x) includes a full and unconditional release of the right to participate fullyIndemnified Party and (y) does not provide for anything other than the payment of money damages, at its own expense(i) the Indemnifying Party shall be excused from, in and the Indemnified Party shall be solely responsible for, all further defense of such Action. If third party claim, (ii) the maximum liability of the Indemnifying Party responds within relating to such third party claim shall be the required ten amount of the proposed settlement, and other amounts for which the Indemnified Party would be entitled to 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 the amount of the proposed settlement and (10iii) day period and elects not to defend the Indemnified Party shall pay all attorneys' fees incurred after the rejection of such Actionsettlement by the Indemnified Party, but if the amount thereafter recovered by such third party from the Indemnified Party is less than the amount of the proposed settlement, the Indemnified Party will shall be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, reimbursed by the Indemnifying Party will cooperate, at its own expense, with for such attorneys' fees up to a maximum amount equal to the Indemnified Party and its counsel in difference between the defense against amount recovered by such Action third party and the Indemnifying Party will have amount of the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayedproposed settlement.

Claims. If a Party entitled to (a) Any party seeking indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party shall within five (each an "Action"), the Indemnified Party will give 5) business days notify the other Party party ----------- ----- hereto obligated to provide indemnification hereunder (the "Indemnifying Party") prompt written ------------ ----- of any action, suit, proceeding, demand or breach (a "Claim") with respect to ----- which the Indemnified Party claims indemnification hereunder, provided that -------- failure of the Indemnified Party to give such notice shall not relieve any Indemnifying Party of its obligations under this Article 13 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 a third party (a "Third Party ----- ----- Claim"), upon receipt of such Action. Such notice will from the Indemnified Party, the ----- Indemnifying Party shall be entitled to participate in the defense of such Third Party Claim, and if and only if each of the following conditions is satisfied, 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: (i) provide the basis on which indemnification Indemnifying Party confirms to the Indemnified Party in writing that it is being asserted and willing to assume the defense of such Third Party Claim in accordance with this Article 13; and (ii) be accompanied by copies of all relevant pleadingsthe Indemnified Party does not give the Indemnifying Party written notice that it has determined, demands, and other papers related to the Action and in the possession exercise of its reasonable discretion, that a conflict of interest makes separate representation by the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond's own counsel advisable. If the Indemnifying Party elects has so elected to defend assume the Action or does not respond within the requisite ten (10) day perioddefense of any such Third Party Claim, such defense shall be conducted by counsel chosen by the Indemnifying Party will be obligated to defend the ActionParty, at its own expense, and by provided that such counsel is reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have shall retain the right to participate fully, at employ its own expense, 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 solely responsible for its own costs and expenses in connection with such Actionparticipation. (b) Notwithstanding the foregoing provisions of this Section 13.5, (i) no Indemnifying Party shall be entitled to settle any 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 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 such Third Party Claim. (c) In the event any Indemnified Party shall have a claim for indemnification hereunder that does not involve a Third-Party Claim, the Indemnified Party shall promptly send notice of such Claim to the Indemnifying Party; provided that failure to give such notice shall not relieve any Indemnifying Party of its obligations under this Article 13 except to the extent, if at all, that such Indemnifying Party shall have been prejudiced thereby. If the Indemnifying Party responds does not respond to such notice within 30 days after receipt thereof, it shall be deemed to have disputed the required ten (10) day period and elects not to defend validity of such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Actionclaim. In such case, If the Indemnifying Party will cooperatedisputes or is deemed to have disputed such Claim, at its own expense, with such dispute shall be resolved by agreement of the Indemnified Party and its counsel in the defense against such Action Buyer and the Indemnifying Party will have the right to participate fully, at its own expense, Sellers or in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayedaccordance with Section 16.13.

Claims. If (a) Whenever any claim shall arise for indemnification hereunder, the indemnified Party shall promptly notify the indemnifying party of the claim and, when known, the facts constituting the basis for such claim, except that in the event of any claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, except as otherwise expressly provided in this Article XI such notice shall specify, if known, the amount or an estimate of the amount of the liability asserted by such third party. (b) In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person who is not a Party, the indemnifying Party may, upon written notice to the indemnified Party, assume the defense of any such claim or legal proceeding. Except with the consent of the indemnified Party, the indemnifying Party shall not consent to the entry of any judgment arising from any such claim or legal proceedings which, in each case, does not include as an unconditional term thereof of the giving by the claimant or the plaintiff to the indemnified Party of a release from all liability in respect thereof, unless the indemnifying Party has actually paid to the indemnified Party the full amount of such judgment settlement. Any indemnified Party shall be entitled to participate in (but not control) the defense of any such claim or litigation resulting therefrom. If the indemnifying Party does not elect to control the litigation as provided above, the indemnified Party may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the indemnifying Party, on such terms as such indemnified Party may deem appropriate, and the indemnifying Party shall promptly reimburse the indemnified Party. All indemnification hereunder shall be effected by payment of cash or delivery of a certified or official bank check in the amount of the indemnification liability. (c) To the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration extent Construction Manager or other proceeding against the an Owner Indemnified Party by elects not to pursue any third party (each an "Action")legal remedies it has against other Persons, but relies on the indemnities provided for in this Agreement, Construction Manager or Owner Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related assign its legal remedies to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice maximum extent allowed by law to respond. If the Indemnifying Party elects to defend the Action Owner or does not respond within the requisite ten (10) day periodConstruction Manager, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayedas appropriate.

Claims. (a) If a Party entitled to indemnification hereunder any party (the "Indemnified PartyINDEMNIFIED PARTY") becomes aware of desires to make a claim against any matter it believes is indemnifiable hereunder involving other party (the "INDEMNIFYING PARTY") under Section 12.1 or 12.2 in connection with any claim, action, suit, investigation, arbitration proceeding or other proceeding demand at any time instituted against or made upon the Indemnified Party by any third party for which the Indemnified Party may seek indemnification hereunder (each an a "ActionCLAIM"), the Indemnified Party will give shall notify the other Indemnifying Party of such Claim (the a "Indemnifying PartyCLAIM NOTICE") prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party's claim of indemnification with respect thereto, PROVIDED that failure of the Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations under this Section 12 except to the extent, if at all, that the Indemnifying Party shall have been prejudiced thereby. Upon receipt of such notice from the Indemnified Party, the Indemnifying Party shall be entitled to participate in the defense of such Claim, and if, and only if, each of the following conditions are satisfied, the Indemnifying Party may assume the defense of such Claim, and in the case of such an assumption, the Indemnifying Party shall have the authority to negotiate, compromise and settle such Claim so long as: (i) Any such settlement includes a complete release, in form and substance satisfactory to the Indemnified Party, of the Indemnified Party as to all claims arising out of or relating to the settled claim; (ii) The applicable Indemnifying Party confirms in writing that it is obligated hereunder to indemnify, defend and hold harmless the Indemnified Party with respect to such Claim; (iii) The Indemnified Party does not give any Indemnifying Party written notice that it has determined, in the exercise 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 (iv) The Indemnified Party shall have determined in its reasonable discretion that the Indemnifying Party has sufficient financial and other resources to undertake any such defense. The 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 solely responsible for its own costs and expenses in connection with such participation. (b) In the event of any Claims under Section 12.1 or 12.2, the Indemnified Party shall advise the Indemnifying Party in writing of the amount and circumstances surrounding such Claim and the contractual basis for requesting indemnification. If, within thirty (30) days, the Indemnifying Party (as applicable) has not contested such Claim in writing, the Indemnifying Party will have a period of pay the full amount thereof as demanded within ten (10) days after delivery the expiration of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) thirty-day period, . (c) The party controlling such defense (the Indemnifying "CONTROLLING PARTY") shall keep the non-controlling party ("NON-CONTROLLING PARTY") advised of the status of such suit or proceeding and the defense thereof and shall consider in good faith recommendations made by the Non-Controlling Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Partywith respect thereto. The Indemnified Non-Controlling Party will cooperateshall reasonably furnish the Controlling Party with such information as it may have with respect to such suit or proceeding (including without limitation copies of any summons, at complaint or other pleading that may have been served upon such party and any written claim, demand, invoice, billing or other document evidencing or asserting the expense of same) and shall otherwise cooperate with and assist the Indemnifying Party, with the Indemnifying Controlling Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If suit or proceeding as the Indemnifying Controlling Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayedmay request.

Claims. If a Party claim for indemnification (an "Indemnification Claim") ------ is to be made by a party entitled to indemnification hereunder against the indemnifying party, the party claiming such indemnification shall give written notice (the an "Indemnified PartyIndemnification Claim Notice") to the indemnifying party as soon as practicable after the party entitled to indemnification becomes aware of any matter it believes fact, condition or event which may give rise to a claim for which indemnification may be sought under this Section 8.3. If any lawsuit or enforcement action is indemnifiable filed against any party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to the indemnifying party as promptly as practicable (and in any event within 15 calendar days after the service of the citation or summons). The failure of any indemnified party to give timely notice hereunder involving any claimshall not affect rights to indemnification hereunder, except to the extent that the indemnifying party demonstrates actual damage caused by such failure. After such Indemnification Claim Notice, if the indemnifying party shall acknowledge in writing to the indemnified party that the indemnifying party shall be obligated under the terms of its indemnity hereunder in connection with such lawsuit or action, suitthen the indemnifying party shall be entitled, investigationif it so elects at its own cost, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action")risk and expense, the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will (i) provide to take control of the basis on which indemnification is being asserted defense and investigation of such lawsuit or action, (ii) to employ and engage attorneys of its own choice to handle and defend the same unless the named parties to such action or proceeding include both the indemnifying party and the indemnified party and the indemnified party has been advised in writing by counsel that there may be accompanied by copies of all relevant pleadings, demands, and other papers related one or more legal defenses available to such indemnified party that are different from or additional to those available to the Action and indemnifying party, in which event the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will indemnified party shall be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperateentitled, at the expense indemnifying party's cost, risk and expense, to separate counsel of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expensechoosing, in the defense of such Action. If the Indemnifying Party responds within the required ten and (10iii) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) settle such Action. In such caseclaim, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any which compromise or settlement of an Action will require shall be made only with the prior written consent of both Parties hereunderthe indemnified party, such consent not to be unreasonably withheld withheld. If the indemnifying party fails to assume the defense of such claim within 15 calendar days after receipt of the Indemnification Claim Notice, the indemnified party against which such claim has been asserted will (upon delivering notice to such effect to the indemnifying party) have the right to undertake, at the indemnifying party's cost and expense, the defense, compromise or delayedsettlement of such claim on behalf of and for the account and risk of the indemnifying party. In the event the indemnified party assumes the defense of the claim, the indemnified party will keep the indemnifying party reasonably informed of the progress of any such defense, compromise or settlement. The indemnifying party shall be liable for any settlement of any action effected pursuant to and in accordance with this Section 8.3 and for any final judgment (subject to any right of appeal), and the indemnifying party agrees to indemnify and hold harmless an indemnified party from and against any claim by reason of such settlement or judgment.

Claims. If a Party entitled to indemnification hereunder (the ------- "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party Party (each an "Action"), ; the Indemnified Party will shall give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will shall (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will shall have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will shall be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will shall cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will shall have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will shall be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such ActionAction at the Indemnifying Party's expense. In such case, the Indemnifying Party will shall cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will shall have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will shall require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.

Claims. (a) If an Indemnified Party intends to seek indemnification pursuant to this Article VIII, such Indemnified Party shall promptly notify the Indemnifying Party, in writing, of such claim describing such claim in reasonable detail, provided, that the failure to provide such notice shall not affect the obligations of the Indemnifying Party unless and only to the extent it is actually prejudiced thereby. In the event that such claim involves a Party entitled to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding claim by a third party against the Indemnified Party by any third party which seeks Damages in respect of which indemnification pursuant to this Article VIII would be available, the Indemnifying Party shall have thirty (each an "Action")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 will give shall cooperate with it in connection therewith, provided, that the other Indemnified Party (may participate in such settlement or defense through counsel chosen by it, and provided further, that the "Indemnifying Party") prompt written notice fees and expenses of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) counsel shall be accompanied borne by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period shall not, without the written consent of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified PartyParty (which consent shall not be unreasonably withheld), settle or compromise any action. The Indemnified Party will cooperate, at shall have the expense right to settle any claim or action without the consent of the Indemnifying Party; provided, with that if the Indemnifying Party and its counsel in the defense and does not notify the Indemnified Party will have within thirty (30) days after the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any receipt of the Indemnified Party's rights hereunder, notice of a claim of indemnity hereunder that it elects to compromise or defend (and control undertake the defense of) such Action. In such casethereof, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will shall have the right to participate fullycontest, at its own expensesettle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement; provided, further as long as the Indemnifying Party is contesting any such claim in good faith, the defense of Indemnified Party shall not pay or settle any such Action. Any compromise or settlement of an Action will require claim without the prior written consent of both Parties hereunder, such the Indemnifying Party (which consent shall not to be unreasonably withheld withheld). (b) The Indemnifying Party and the Indemnified Party shall cooperate fully in all aspects of any investigation, defense, pre-trial activities, trial, compromise, settlement or delayeddischarge of any claim in respect of which indemnity is sought pursuant to Article VIII, including, but not limited to, by providing the other party with reasonable access to employees and officers (including as witnesses) and other information.

Claims. If a Party entitled to indemnification hereunder (the "Indemnified Party") becomes aware any Indemnitee receives notice of any matter it believes claim or the commencement of any action or proceeding with respect to which the Indemnifying Party is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action")obligated to provide indemnification pursuant to SECTION 11.1, the Indemnified Party will Indemnitee shall promptly give the other Indemnifying Party (the "Indemnifying Party") prompt written notice of such Actionthereof. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) shall be accompanied by copies of all relevant pleadings, demands, and other papers related a condition precedent to the Action and in the possession any liability of the Indemnified PartyIndemnifying Party under the provisions for indemnification contained in this Agreement and shall describe the claim in reasonable detail and shall indicate the amount (estimated if necessary) of the loss that has been or may be sustained by the Indemnitee. The Indemnifying Party will have a period may elect to compromise or defend, at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel, any such matter involving the asserted liability of ten (10) days after delivery the Indemnitee; provided, however, that to the satisfaction of the Indemnitee, the Indemnifying Party shall indemnify and secure the Indemnitee against such notice to respondcontested claims and for the expenses of contesting and defending the claims. If the Indemnifying Party elects to compromise or defend such asserted liability, it shall within thirty (30) days (or sooner, if the Action or does not respond within nature of the requisite ten (10asserted liability so requires) day period, notify the Indemnifying Party will be obligated Indemnitee of its intent to defend the Action, at its own expensedo so, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will Indemnity shall cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fullycompromise of, at its own expenseor defend against, in the defense of any such Actionasserted liability. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (against the asserted liability, or fails to notify the Indemnitee of its election as herein provided, the Indemnitee may, if acting in accordance with its good faith business judgment, pay, compromise or defend such asserted liability, and control the defense of) such Action. In such case, settlement shall be binding on the Indemnifying Party will cooperatefor purposes of this SECTION 11. Notwithstanding the foregoing, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and neither the Indemnifying Party will have nor the right Indemnitee may settle or compromise any claim over the objection of the other; provided, however, that consent to participate fully, at its own expense, in the defense of such Action. Any settlement or compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent shall not to be unreasonably withheld or delayed.unreasonably

Claims. If a Party entitled to indemnification hereunder (the "Indemnified ------- Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will shall give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will shall (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will shall have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will shall be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will shall cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will shall have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will shall be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will shall cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will shall have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will shall require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.

Claims. If a Party entitled Each indemnified party agrees to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") indemnifying party prompt written notice of any matter upon which such Actionindemnified party intends to base a claim for indemnification (an “Indemnity Claim”) under this Article 7. Such notice will (i) provide The indemnified party shall at all times reasonably cooperate in the basis on which indemnification is being asserted settlement and (ii) be accompanied by copies defense of third party claims and shall make available all relevant pleadingsrecords, demands, materials and other papers related to relevant matter reasonably requested by the Action and indemnitor in the possession of the Indemnified Partyconnection with such claims. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Actionindemnified party, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will shall have the right to participate fullywith the indemnifying party in the indemnifying party’s defense, at its own expensesettlement or other disposition of any Indemnity Claim, subject to the ultimate control of the indemnifying party. With respect to any Indemnity Claim relating solely to 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 materially 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 sole discretion, shall deem appropriate, provided that the defense indemnifying party shall provide to the indemnified party reasonable evidence of such Action. If the Indemnifying Party responds within the required ten (10) day period its ability to pay any damages claimed and elects not to defend such Action, the Indemnified Party will be free, without prejudice with respect to any such settlement shall have obtained the written release of the Indemnified Party's rights hereunder, to compromise or defend (and control indemnified party from the defense of) such ActionIndemnity Claim. In such case, The indemnifying party shall obtain the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunderthe indemnified party prior to ceasing to defend, such consent not settling or otherwise disposing of any Indemnity Claim if as a result thereof the indemnified party would ** This information has been omitted pursuant to a request for confidential treatment and has been filed separately with the Securities and Exchange Commission. become subject to injunctive or other equitable relief or the business of the indemnified party would be unreasonably withheld or delayedadversely affected in any manner.

Claims. If a Party claim for Indemnifiable Damages is to be made by a party entitled to indemnification hereunder (against the "Indemnified Party") indemnifying party, the party entitled to such indemnification shall give written notice to the indemnifying party as soon as practical after the party entitled to indemnification becomes aware of any matter it believes is indemnifiable hereunder involving fact, condition or event which may give rise to Indemnifiable Damages for which indemnification may be sought under this Section 11. If any claim, lawsuit, proceeding or action is filed against any party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to the indemnifying party as promptly as practicable (and in any event within 15 days after the service of the citation or summons); provided, that the failure of any indemnified party to give the notice required by the preceding clause or sentence shall not affect rights to indemnification hereunder except to the extent that the indemnifying party demonstrates actual damage caused by such failure. After such notice, if the indemnifying party shall acknowledge in writing to the indemnified party that the indemnifying party shall be obligated under the terms of its indemnity hereunder in connection with such lawsuit or action, suitthen, except as provided below, the indemnifying party shall be entitled, if it so elects, to take control of the defense and investigation of such lawsuit or action and to employ and engage attorneys of its own choice to handle and defend the same, at the indemnifying party's cost, risk and expense provided that the indemnifying party and its counsel shall proceed with diligence and in good faith with respect thereto. The indemnified party shall cooperate (at the indemnifying party's expense) in all reasonable respects with the indemnifying party and such attorneys in the investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice trial and defense of such Action. Such notice will (i) provide lawsuit or action and any appeal arising therefrom; provided, however, that the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Actionindemnified party may, at its own expensecost, participate in the investigation, trial and by defense of such lawsuit or action and any appeal arising therefrom and provided, further, that if the indemnifying party shall not have employed counsel to direct the defense of any such action or if any such indemnified party or parties shall have reasonably satisfactory concluded that there may be defenses available to it or them which are different from or additional to those available to the Indemnified Party. The Indemnified Party will cooperate, at indemnifying party (in which case the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will indemnifying party shall not have the right to participate fully, at its own expense, in direct the defense of such Actionaction on behalf of the indemnified party or parties), legal and other expenses thereafter reasonably incurred by the indemnified party shall be borne by the indemnifying party. If the Indemnifying Party responds within the required ten (10) day period and elects An indemnified party shall not to defend such Action, the Indemnified Party will be free, without prejudice entitled to any of the Indemnified Party's rights hereunder, payment under an indemnity hereunder with respect to compromise any action or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement portion of an Action will require action until such action or portion shall have been settled by agreement among the pertinent parties or shall have been finally determined (including any appeals unless by agreement no further appeals are taken) by a court or board of arbitration of competent jurisdiction. No indemnifying party shall be required to pay indemnification hereunder as a result of a settlement or compromise unless the indemnified party shall have given its prior written consent of both Parties hereunderto such settlement or compromise, such which consent shall not to be unreasonably withheld or delayedwithheld.

Claims. If a Party entitled to indemnification hereunder (the ------------- "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) business days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) business day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified PartyParty unless such Party disputes in good faith that it has an obligation to Indemnify against such Action. In the event the Indemnifying Party disputes in good faith that it has an obligation to indemnify against such Action, the Indemnified Party shall proceed to defend the Action until such time as the dispute is resolved in accordance with Section 8 if this Agreement. If, upon resolution of the dispute, the Indemnifying Party is found to have an obligation to defend the Action, the Indemnifying Party shall promptly reimburse the Indemnified Party for all reasonable costs incurred in defending the Action during the period of dispute resolution. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) business day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunderhereunder (if any), to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will reasonably cooperate, at its own expense, unless such Party disputes in good faith that it has an obligation to Indemnify against such Action, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. In the event the Indemnifying Party disputes in good faith that it has an obligation to indemnify against such Action, the Indemnifying Party shall reasonably cooperate at the Indemnified Party's expense until such time as the dispute is resolved in accordance with Section 8 if this Agreement. If, upon resolution of the dispute, the Indemnifying Party is found to have an obligation to reasonably cooperate at it's own expense, the Indemnifying Party shall promptly reimburse the Indemnified Party for all reasonable costs incurred in obtaining the Indemnifying Party's cooperation during the period of dispute resolution. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.

Claims. If a Party entitled Subject to indemnification hereunder the provisions of Section 8.3(b): In the event that any party (the "Indemnified Party") becomes aware of desires to make a ----------------- claim against another party (the "Indemnifying Party," which term includes all ------------------ indemnifying parties if more than one) in connection with any matter it believes is indemnifiable hereunder involving any claimthird-party litigation, arbitration, action, suit, investigationproceeding, arbitration claim, or other proceeding demand at any time instituted against the Indemnified or made upon it for which it may seek indemnification hereunder (a "Third-Party by any third party (each an "ActionClaim"), the Indemnified Party will give promptly notify ----------------- the other Indemnifying Party (of the "Third-Party Claim and of its claim for indemnification, provided, that failure or delay in giving such notice will relieve the Indemnifying Party") prompt written notice Party of its indemnification obligations under this section only to the extent, if any, that the Indemnifying Party has actually been prejudiced. Upon receipt of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of from the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated entitled to defend participate in the Actiondefense of the Third-Party Claim. The Indemnifying Party, at its own expense, and by counsel reasonably satisfactory written notice to the Indemnified Party given within 30 days following receipt of the Indemnified Party's notice, may assume the defense of the Third-Party Claim, but only if the Indemnifying Party within 15 days of such notice from the Indemnified Party confirms in writing its obligation to indemnify the Indemnified Party with respect to the Third-Party Claim. The Indemnified Party will cooperateretain the right to employ its own counsel and to participate in the defense of any Third-Party Claim, at the expense defense of the which has been assumed by an Indemnifying Party, with the Indemnifying Party and its counsel in the defense and but the Indemnified Party will have the right to participate fully, at be responsible for its own expensecosts and expenses of participation (including legal fees and expenses) unless under applicable rules and ethical principles with respect to legal representation, a substantial conflict of interest makes separate representation of the Indemnified Party advisable, in which case the defense Indemnifying Party will pay the reasonable costs and expenses of one law firm to provide such Actionseparate representation of the Indemnified Party. If the Indemnifying Party responds within assumes the required ten (10) day period and elects not defense of a Third-Party Claim, it will have authority to defend such Actionsettle the claim, provided, that except with the prior written consent of the Indemnified Party (which will not be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise unreasonably withheld or defend (and control the defense of) such Action. In such casedelayed), the Indemnifying Party will cooperate, at its own expense, with not agree to any settlement of any Third-Party Claim that does not include a release of all liability of the Indemnified Party and its counsel in respect of the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayedclaim.

Claims. If a Party entitled to indemnification hereunder (the "Indemnified Party") becomes aware of any [***]= CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.

Claims. If a Any claim for indemnity under Section 8.2, 8.3 or 8.4 hereof shall be made by written notice from the indemnified Party entitled to the indemnifying Party specifying in reasonable detail the basis of the claim. When an indemnified Party seeking indemnification hereunder (the "Indemnified Party") becomes aware under Section 8.2, 8.3 or 8.4 receives notice of any matter it believes Third Party Claims which is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against to be the Indemnified Party by any third party (each an "Action")basis for a claim for indemnification hereunder, the Indemnified indemnified Party will shall give the other Party (the "Indemnifying Party") prompt written notice within a reasonable period thereof to the indemnifying Party reasonably indicating (to the extent known) the nature of such Action. Such notice will (i) provide claims and the basis on which indemnification is being asserted and (ii) thereof. Any failure by the indemnified Party to provide such notice shall not affect the indemnifying Party's obligations hereunder, except to the extent of any material liability caused by such delay. Upon notice from the indemnified Party, the indemnifying Party may, but shall not be accompanied by copies required to, assume the defense of all relevant pleadingsany such Third Party Claim, demandsincluding its compromise or settlement, and other papers related the indemnifying Party shall pay all reasonable costs and expenses thereof and shall be fully responsible for the outcome thereof; provided, however, that the indemnifying Party may not settle or compromise any Third Party Claim without the indemnified Party's prior written consent (which consent shall not be unreasonably withheld). The indemnifying Party shall give written notice to the Action and in indemnified Party as to its intention to assume the possession defense of the Indemnified Party. The Indemnifying any such Third Party will have a period of Claim within ten (10) business days after delivery the date of receipt of the indemnified Party's notice in respect of such notice to respondThird Party Claim. If the Indemnifying an indemnifying Party elects to defend the Action or does not respond not, within the requisite ten (10) day periodbusiness days after the indemnified Party's notice is given, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory give written notice to the Indemnified Party. The Indemnified indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in assumption of the defense of such Actionthe Third Party Claim, the indemnifying Party shall be deemed to have waived its rights to control the defense thereof. If the Indemnifying indemnified Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in assumes the defense of any Third Party Claim because of the failure of the indemnifying Party to do so in accordance with this Section 8.5, the indemnifying Party shall pay all reasonable costs and expenses of such Actiondefense and shall be fully responsible for the outcome thereof. Any The indemnifying Party shall have no liability with respect to any compromise or settlement of an Action will require the thereof effected without its prior written consent of both Parties hereunder, such (which consent shall not to be unreasonably withheld or delayedwithheld).

Claims. If a Each Party entitled to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give shall promptly notify the other Party in writing of the existence of any material fact known to it giving rise to any obligation of the other Party under Article XI. In addition, an indemnified party under this Article IX shall promptly notify in writing an indemnifying party under this Article IX if a claim is made by a third party with respect to this Agreement or the Mortgage Loans that would give rise to a claim (each, a “Third Party Claim”) under this Article IX (other than counterclaims made in the "Indemnifying Party") prompt written course of servicing the Mortgage Loans). The failure or delay in providing notice shall not relieve a Party obligated to provide indemnification of any obligation to indemnify or reimburse the other Party hereunder unless such Action. Such failure or delay materially prejudices the rights or increases the liability of the indemnifying party with respect to the matter as to which such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demandsrelates, and other papers related then such indemnifying party’s obligation to indemnify or reimburse hereunder shall be reduced only by the Action and in the possession of the Indemnified Partyamount that it actually has been damaged thereby. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in indemnifying party may assume the defense of any such Action. If claim and use counsel of its choice (but reasonably acceptable to the Indemnifying Party responds within indemnified party) and pay all expenses in connection therewith, including counsel fees, and shall promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the required ten (10) day period indemnified party in respect of such claim and elects not to defend follow any reasonable written instructions received from the indemnified party in connection with such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Actionclaim. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right no event shall a party settle any claim subject to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require this Article IX without the prior written consent of both Parties hereunder, such consent the other party (which shall not to be unreasonably withheld or delayed). The indemnified party may participate in the defense of claims at its own expense. The indemnified party may further assume control of any claim to the extent the indemnifying party is not in the reasonable, good faith opinion of the indemnified party diligently conducting defense of the claim. The costs and expenses including attorneys’ fees, incurred in connection with the investigation and defense of any valid claim by the indemnified party if the indemnifying fails to assume the defense or diligently conducts the defense of such claim shall be payable by the indemnifying party upon receipt of notice of such costs and expenses. The Purchaser and the Seller agree to reasonably cooperate with each other in connection with the defense, negotiation or settlement of any Third Party Claim. Following the receipt of written notice from the indemnified party of a demand for indemnification, the indemnifying party shall (i) seek to cure the problem giving rise to the demand, if possible, and (ii) unless there is a good faith dispute regarding the liability of the indemnifying party or the amount due from the indemnifying party, within [***] days or such lesser time as may be required by the applicable Investor, Insurer or third party claimant, pay the amount for which it is liable or otherwise take the actions which it is required to take.

Claims. If a Party entitled to indemnification hereunder (Promptly after receipt by an indemnified party under this Section 6(c) of notice of the "Indemnified Party") becomes aware commencement of any matter it believes is indemnifiable hereunder involving action or the initiation of any claimproceeding (including, actionwithout limitation, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"arbitration), the Indemnified Party indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 6(c), notify the indemnifying party in writing of the commencement thereof; but the failure to notify the indemnifying party will give not relieve it from any liability which it may have to any indemnified party otherwise than under this Section 6(c). In case any such action is brought against any indemnified party and such indemnified party notifies any indemnifying party of the other Party (commencement thereof, the "Indemnifying Party") prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) indemnifying party shall be accompanied by copies of all relevant pleadingsentitled to participate therein and, demands, and other papers related to the Action and in extent that it may wish, jointly with any other indemnifying party similarly notified, assume the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will defense thereof with counsel who shall be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to such indemnified party and, after notice from the Indemnified Partyindemnifying 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 6(c) for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. The Indemnified Party will cooperateIn 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) the Indemnifying Party, with the Indemnifying Party and its counsel in the defense indemnifying party and the Indemnified Party will indemnified party shall have mutually agreed to the right to participate fully, at its own expense, in the defense retention of such Actioncounsel, or (ii) the named parties to any such proceeding (including any 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 potential differing interests between them. If The indemnifying party shall not be 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 Indemnifying Party responds within the required ten (10) day period and elects not to defend such Actionplaintiff, the Indemnified Party will be freeindemnifying party agrees to indemnify the indemnified party for, without prejudice to from and against any of the Indemnified Party's rights hereunder, to compromise loss or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense liability by reason of such Action. Any compromise settlement or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayedjudgment.

Claims. If a Party entitled to indemnification hereunder (the "Indemnified Party") becomes aware Buyer shall promptly notify Seller of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigationproceeding, arbitration demand or other breach (a “Claim”) with respect to which Buyer claims indemnification; provided, however, that failure of Buyer to give such notice shall not relieve Seller of its obligations under this Article XI. If such Claim relates to any action, suit, proceeding against the Indemnified Party or demand instituted by any a third party (each an "Action"a “Third Party Claim”), the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery upon receipt of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day periodfrom Buyer, the Indemnifying Party will Seller shall be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right entitled to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Third Party responds within the required ten (10) day period Claim, and elects not to defend such Actionif, the Indemnified Party will be freeand only if, without prejudice to any each of the Indemnified Party's rights hereunderfollowing conditions is satisfied, to compromise or defend (and control Seller shall assume the defense of) of such Action. In Third Party Claim, and in the case of such casean assumption, Seller shall have the Indemnifying Party will cooperate, at its own expenseauthority, with the Indemnified consent of Buyer, to negotiate, compromise and settle such Third Party and its Claim: (i) Seller confirms in writing, without qualification of any kind, that it is obligated to indemnify Buyer with respect to such Third Party Claim; (ii) Seller has selected counsel to handle the defense who is acceptable to Buyer; (iii) Buyer does not give Seller written notice that it has determined, in the defense against exercise of its reasonable discretion, that matters of policy or a conflict of interest make separate representation by Buyer’s own counsel advisable; and (iv) Seller establishes to the reasonable satisfaction of Buyer that Seller has (and will continue to have) adequate financial resources to satisfy and discharge such Action and the Indemnifying Party will have action or claim. Buyer shall retain the right to participate fully, at its own expense, in the defense of any Third Party Claim, the defense of which has been assumed by Seller pursuant hereto, but Buyer shall bear and shall be solely responsible for its own costs and expenses in connection with such Actionparticipation. Any compromise In the event Seller shall fail or not be entitled to assume the defense of any Third Party Claim, then Buyer shall control the defense and settlement thereof at Seller’s cost and expense, and any judgment on or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to Third Party Claim shall be unreasonably withheld or delayedconclusive and binding on Seller for all purposes.

Claims. If a Party entitled to (a) Any party seeking indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable shall promptly notify the party hereto obligated to provide indemnification hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written or any action, suit, proceeding, demand or breach (a "Claim") with respect to which the Indemnified Party claims indemnification hereunder, provided that failure of the Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations under this Article 9 except to the extent, it 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 a third party (a "Third Party Claim"), upon receipt of such Action. Such notice will from the Indemnified Party the Indemnifying Party shall be entitled to participate in the defense of such Third Party Claim, and if and only if each of the following conditions is satisfied, 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: (i) provide the basis on which indemnification Indemnifying Party confirms in writing that it is being asserted and obligated hereunder to indemnify the Indemnified Party with respect to such Third Party Claim; and (ii) be accompanied by copies of all relevant pleadingsthe Indemnified Party does not give the Indemnifying Party written notice that it has determined, demands, and other papers related to the Action and in the possession exercise 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 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 solely responsible for its own costs and expenses in connection with such participation. (b) In the event of any Claim under Section 9.1 or 9.2, the Indemnified Party shall advise the Indemnifying Party in writing of the amount and circumstances surrounding such Claim. With respect to liquidated Claims, if within thirty (30) days the Indemnifying Party has not contested such Claim in writing, the Indemnifying Party will have a period of pay the full amount thereof within ten (10) days after delivery the expiration of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.

Claims. If a Party entitled to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) business days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) business day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by using counsel reasonably satisfactory to the Indemnified Partyof its choosing. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) business day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent EXECUTION COPY of both Parties hereunder, such consent not to be unreasonably withheld or delayed.

Claims. If any claim or assertion of liability is made or asserted against a Party party entitled to indemnification hereunder be indemnified pursuant to Section 11.3 or 11.4 (the an "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third Person who is not a party (each an "Action")to this Agreement, the Indemnified Party will shall give to the other Party party (the an "Indemnifying Party") prompt written notice of such Actionclaim or assertion, or of any event or proceeding by or in respect of a third party of which it has knowledge, concerning any liability or damage as to which it may request indemnification hereunder. Such The failure by an Indemnified Party to give notice will (i) provide as provided in this Section 11.5 shall not relieve the basis on which indemnification is being asserted and (ii) be accompanied by copies Indemnifying Party of all relevant pleadings, demands, and other papers related its obligations under this Section 11.5 except to the Action extent that the failure results in a failure of actual notice to the Indemnifying Party and in the possession Indemnifying Party is damaged solely as a result of the Indemnified Partyfailure to give notice. The Indemnifying Party will shall have a period the right to direct, through counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, the defense or settlement of ten (10) days after delivery of any such notice to respondclaim or proceeding at its own expense. If the Indemnifying Party elects to defend assume the Action defense of any such claim or does not respond within proceeding, the requisite ten (10) day periodIndemnified Party may participate in such defense, but in such case the expenses of the Indemnified Party shall be paid by the Indemnified Party; provided, however, that if the Indemnified Party asserts that there exists a conflict of interest that would make it inappropriate for the same counsel to represent the Indemnifying Party will be obligated to defend and the ActionIndemnified Party and the counsel for the Indemnifying Party concurs with such assertion, at its own expensethen the Indemnifying Party shall reimburse the Indemnified Party for the reasonable fees and expenses of separate counsel, and by counsel reasonably satisfactory to the Indemnified Partyextent such fees and expenses are incurred solely in connection with the matters with respect to which the counsel for the Indemnifying Party agrees there is a conflict of interest. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with shall provide the Indemnifying Party with access to its records and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice personnel relating to any of the Indemnified Party's rights hereundersuch claim, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.assertion,

Claims. If In the event that a Patent Purchaser Indemnified Party entitled to indemnification hereunder or a Seller Indemnified Party (collectively, the "“Indemnified Parties” and each an “Indemnified Party"”) becomes aware seeks to exercise its rights to obtain indemnification for Losses pursuant to the terms of any matter this Article VI, such Indemnified Party shall deliver to the Indemnifying Person a certificate signed by an officer of such Indemnified Party certifying that such Indemnified Party has incurred, paid, sustained, reserved, or accrued, or reasonably anticipates that it believes is indemnifiable hereunder involving any claimmay incur, actionpay, suitsustain, investigationreserve or accrue, arbitration Losses and specifying in reasonable detail the nature of the breach or other proceeding against claim and the amount of such Losses for which indemnification is being sought (each such certificate, a “Claim Notice”). Each Claim Notice shall also include wire instructions for the delivery of funds to the Indemnified Person or its designee. In the event the claim or claims set forth in a Claim Notice is (A) not contested by the Indemnifying Person (in the case of a Patent Purchaser Indemnified Party, Seller, and in the case of a Seller Indemnified Party, Patent Purchaser) as of the close of business on the twentieth (20th) day following delivery of such Claim Notice or (B) agreed to in writing by the Indemnifying Person (in the case of a Patent Purchaser Indemnified Party, Seller, and in the case of a Seller Indemnified Party, Patent Purchaser) in advance of the expiration of such twenty (20)-day period, the Indemnifying Person (i) shall be deemed to have accepted and agreed to the claims set forth in such Claim Notice and precluded from raising any objection thereafter and such claim shall be deemed final, binding and conclusive for all purposes. The Indemnifying Person shall have the right to object to one or more of the claims set forth in any Claim Notice delivered by the Indemnified Party to the Indemnifying Person by serving written notice thereof within twenty (20) days following the delivery of such Claim Notice, which notice shall specify in reasonable detail the basis for such objection. In the event that the Indemnifying Person shall so object in writing to any third party (each claim or claims by an "Action")Indemnified Party in any Claim Notice, the Indemnified Party will give shall have fifteen (15) days after receipt to such objection by the other Party Indemnifying Person to respond thereto in a written statement, failing which the Indemnified Parties shall be deemed to have accepted the objections raised by the Indemnifying Person and such claim shall be deed to be final, binding and conclusive for all purposes. As promptly as practicable, and in any event no later than two (2) Business Days, following the "date on which a claim becomes final and binding pursuant to this Section 6.6, the Indemnifying Person (in the case of a Patent Purchaser Indemnified Party", the Escrow Agent) prompt written notice shall pay the full amount of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied claim by copies wire transfer of all relevant pleadings, demands, and other papers related immediately available funds to the Action and in the possession of account designated by the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory subject to the Indemnified Party. The Indemnified Party will cooperate, at the expense limitations of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayedthis Article VI.

Claims. (a) If a Party entitled to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Buyer Indemnified Party by any intends to seek indemnification against a third party (each an "Action")claim pursuant to this Article 9, the such Buyer Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice shall promptly notify Seller or Prudential, in writing, of such Action. Such claim describing such claim in reasonable detail, provided, that the failure to provide such notice will (i) provide shall not affect the basis on which indemnification is being asserted obligations of the Seller and (ii) be accompanied by copies of all relevant pleadings, demands, Prudential hereunder unless and other papers related only to the Action and in the possession of the Indemnified Partyextent they are actually prejudiced thereby. The Indemnifying Party will Seller or Prudential shall have a period of ten thirty (1030) days after delivery receipt of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day perioddecide whether it will undertake, the Indemnifying Party will be obligated to defend the Actionconduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and if it so decides, the Buyer Indemnified Party shall cooperate with it in connection therewith, provided, that the Buyer 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 reasonably satisfactory to shall be borne by the Indemnified PartySeller and Prudential. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party Seller (and its counsel in the defense and the Indemnified Party will Prudential) shall have the right to participate fullysettle or compromise any action which it determines to undertake, at its own expenseconduct and control as aforesaid, provided, that it first obtain the consent of the Buyer Indemnified Party(ies) which consent shall not be unreasonably withheld, delayed or conditioned. As long as the Seller or Prudential is contesting any such claim in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Actiongood faith, the Buyer Indemnified Party will be free, shall not pay or settle any such claim without prejudice to any the consent of the Indemnified Party's rights hereunder, to compromise Seller or defend Prudential (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written which consent of both Parties hereunder, such consent shall not to be unreasonably withheld or delayed). (b) The Seller Indemnified Party, Prudential and the Buyer Indemnified Party shall cooperate fully in all aspects of any investigation, defense, pretrial activities, trial, compromise, settlement or discharge of any claim in respect of which indemnity is sought pursuant to this Article 9, including, but not limited to, by providing the other party with reasonable access to employees and officers (including as witnesses) and other information.

Claims. If a Party entitled to (a) Any party seeking indemnification hereunder (the "Indemnified INDEMNIFIED PARTY") shall promptly notify the party hereto obligated to provide indemnification hereunder (the "INDEMNIFYING Party") becomes aware of any matter it believes is indemnifiable hereunder involving Claim with respect to which the Indemnified Party seeks indemnification hereunder, provided that failure of the Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations under this Article 8 except to the extent, if at all, that such Indemnifying Party shall have been prejudiced thereby. If such Claim relates to any claim, action, suit, investigation, arbitration proceeding or other proceeding demand instituted against the Indemnified Party by any a third party (each an a "ActionTHIRD PARTY CLAIM"), upon receipt of such notice from the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will shall be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right entitled to participate fully, at its own expense, in the defense of such Action. If Third Party Claim, and if and only if each of the following conditions is satisfied, the Indemnifying Party responds within may assume the required ten 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: (10i) day period the Indemnifying Party confirms in writing that it is obligated hereunder to indemnify the Indemnified Party with respect to such Third Party Claim; and elects (ii) there is no conflict of interest which would make separate representation by the Indemnified Party's own counsel advisable. The 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 solely responsible for its own costs and expenses in connection with such participation. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment that (i) does not include as an unconditional term thereof the giving by the claimant or the plaintiff to defend the Indemnified Party a release from all liability in respect of such Actionclaim or (ii) impose any obligation on the Indemnified Party. (b) In the event of any Indemnification Claim under Section 8.1 or 8.2 hereof, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, shall fully advise the Indemnifying Party will cooperate, at its own expense, in writing of the amount and circumstances surrounding such Indemnification Claim and cooperate fully with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayedIndemnification Claim.

Claims. If a Party entitled to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration action or other proceeding of any kind alleging Liability is instituted or threatened by a third party against either party to this Agreement (the “Indemnified Party”) in respect of which indemnity is sought against the Indemnified Party by any third other party (each an "Action")the “Indemnifying Party”) under this Article 8, the Indemnified Party will give shall promptly notify the other Indemnifying Party thereof in writing; provided that any failure of the Indemnified Party to notify the Indemnifying Party of such claim, action or proceeding shall relieve the Indemnifying Party from its obligations under this Article 8 solely to the extent that such delay in notification prejudices the Indemnifying Party’s defense of such claim, action or proceeding. The Indemnifying Party shall have the right to direct the defense of such action on behalf of the Indemnified Party unless, in the opinion of counsel to the Indemnified Party, there may be defenses available to the Indemnified Party which are unique to or different from those available to the Indemnifying Party (in which case the "Indemnifying Party") prompt written notice Party shall not have the right to direct the defense of such Action. Such notice will (i) provide the basis action on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession behalf of the Indemnified Party). The Indemnified Party may participate in any such action by counsel of its own choice, at its own expense. The Indemnified Party and its Representatives shall, at the Indemnifying Party’s sole cost, provide the Indemnifying Party with such assistance as the Indemnifying Party may reasonably request in order to investigate and defend against any claim, action or proceeding in respect of which indemnity is sought hereunder. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, settle or compromise any claim or cause of action, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise, or consent includes the giving by the claimant to the Indemnified Party of an unconditional and irrevocable release from all liability in respect of such claim. The Indemnifying Party will have a period not be liable hereunder for any settlement of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and any Liability by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of without the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action will require the ’s prior written consent, which consent of both Parties hereunder, such consent shall not to be unreasonably withheld or delayedwithheld.

Claims. (a) If a Party entitled to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the an Indemnified Party by any third party (each an "Action")intends to seek indemnification pursuant to this Article V, the such Indemnified Party will give shall promptly notify ICT, B/G or the other Party Partner, as the case may be (the "Indemnifying Party") prompt written notice ), in writing of such Actionclaim describing such claim in reasonable detail; provided, however, that the failure to provide such -------- ------- notice shall not affect the obligations of the Indemnifying Party unless it is actually prejudiced thereby, subject, however, to the time periods specified in Section 5.1 hereof. Such 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 (i) provide undertake, conduct and control, through counsel of its own choosing and at its own expense, the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demandssettlement or defense thereof, and other papers related to if it so decides, the Action Indemnified Party shall cooperate with it in connection therewith; provided, however, that the -------- ------- Indemnified Party may participate in such settlement or defense through counsel chosen by it; and in provided, further, however, that the possession fees and expenses of such -------- ------- ------- counsel shall be borne by the Indemnified Party. The decision by an Indemnifying Party will have a period of ten (10) days after delivery to undertake the defense or settlement of such notice claim shall be conclusive evidence of its concurrence that any Indemnified Party involved in such claim is entitled to respondindemnification hereunder with respect to such claim. Notwithstanding anything in this Section 5.3(a) to the contrary, the Indemnifying Party may, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment which includes as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a duly executed written release of the Indemnified Party from all liability in respect of such action, which release shall be reasonably satisfactory in form and substance to counsel for the Indemnified Party; provided, however, that the Indemnifying Party shall not, without the written -------- ------- consent of the Indemnified Party, settle or compromise any action in any manner that, in the reasonable judgment of the Indemnified Party or its counsel, would materially and ad- versely affect the Indemnified Party, other than as a result of money damages or other money payments. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and notify the Indemnified Party will have within 30 days after the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any receipt of the Indemnified Party's rights hereunder, notice of a claim of indemnity hereunder that it elects to compromise or defend (and control undertake the defense of) such Action. In such casethereof, the Indemnifying Party will cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will shall have the right to participate fullycontest, at its own expensesettle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. 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. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such claim; provided, however, that so long as the Indemnifying -------- ------- Party is contesting such claim in good faith, any such settlement shall include as an unconditional term thereof the defense delivery by the claimant or plaintiff to the Indemnifying Party of a duly executed written release of the Indemnifying Party from all liability in respect of such Action. Any compromise action; and provided, further, -------- ------- however, that in such event it shall waive any right to indemnity therefor by ------- the Indemnifying Party; and provided, further, however, that the Indemnified -------- ------- ------- Party shall provide the Indemnifying Party reasonable advance notice of any proposed settlement or settlement of an Action will require payment and shall not pay or settle any claim if the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayedIndemnifying Party shall reasonably object.

Claims. If (a) The Parties intend that all indemnification claims be made as promptly as reasonably practicable by the indemnified party. Whenever any claim shall arise for indemnification hereunder, the indemnified party shall promptly notify the indemnifying party of the claim in writing and, when known, the facts constituting the basis for such claim (including a copy of such claim if such claim is a Third Party entitled Claim and is in writing). With respect to indemnification hereunder claims made by third parties (the "Indemnified Party"including a Tax Claim) becomes aware of any matter it believes is indemnifiable hereunder involving any claim(each, action, suit, investigation, arbitration or other proceeding against the Indemnified a “Third Party by any third party (each an "Action"Claim”), the Indemnified Party will give indemnifying party shall be entitled to assume control of the other Party (the "Indemnifying Party") prompt written notice defense of such Action. Such notice will (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party will have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will be obligated to defend the Action, at its own expense, and by with counsel reasonably satisfactory to the Indemnified Party. The Indemnified indemnified party so long as the Third Party will cooperateClaim, at if adversely determined, would not be reasonably likely to materially adversely affect Buyer’s relationships with any customer, employee, landlord or financing source; provided, however, that: (i) the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right indemnified party shall be entitled to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period claim and elects not to defend such Action, the Indemnified Party will be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party will cooperate, employ counsel at its own expenseexpense to assist in the handling of such claim unless representation of the indemnified party’s interests by the indemnifying party’s counsel would involve an actual conflict of interest, in which case the indemnifying party shall pay the expenses of the indemnified party’s counsel; (ii) without the indemnified party’s written consent, the indemnifying party shall not consent to the entry of any Order or enter into any settlement that (A) does not include as an unconditional term thereof the giving by each claimant or plaintiff to the indemnified party a release from all Liability in respect of such claim, (B) would restrict the future activity or conduct of the indemnified party or any of its Affiliates, (C) includes a finding or admission of a violation of Law or violation of the rights of any Person by the indemnified party or any of its representatives or Affiliates, (D) includes a finding or admission that would have an adverse effect on other claims made or threatened against the indemnified party or any of its Affiliates or (E) imposes any monetary liability on the indemnified party that will not be promptly paid or reimbursed by the indemnifying party; and (iii) if the indemnifying party does not assume control of the defense of such claim in accordance with the Indemnified Party and its counsel in foregoing provisions within ten days after receipt of notice of the claim, if it has assumed the defense against or the indemnifying party fails to adequately defend such Action and claim, or the Indemnifying Party will claim is not a claim as to which the indemnifying party is entitled to assume the defense thereof, then the indemnified party shall have the right to participate fullydefend such claim in such manner as it may deem appropriate at the cost and expense of the indemnifying party, and the indemnifying party will promptly reimburse the indemnified party for such cost and expense (which cost and expense shall not be included as Damages solely for purposes of calculating whether the limitations on indemnification set forth in Section 5.3(b) has been met). (b) The Parties agree to cooperate in defending Third Party Claims and the indemnified party shall provide such reasonable cooperation (at the indemnifying party’s sole cost and expense) and such reasonable access to its own expense, books and records as the indemnifying party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the Parties agree to cooperate with each other in order to ensure the proper and adequate defense thereof. The Party in charge of the defense of such Actiona Third Party Claim shall keep the other Parties fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. Any compromise Notwithstanding the foregoing, the indemnified party and the indemnifying party shall use their commercially reasonable efforts to avoid production of confidential information relating to Seller, Buyer, or settlement the Business, including information relating to financial statements, clients, customers, potential clients or customers, employees, suppliers, equipment, designs, drawings, programs, strategies, analyses, profit margins, sales, methods of an Action will require the prior written consent of both Parties operation, plans, products, technologies, materials, trade secrets, strategies, prospects or other proprietary 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 made so as to preserve any applicable attorney-client or work-product privileges. (c) With regard to Third Party Claims for which indemnification is payable hereunder, such consent indemnification shall be paid by the indemnifying party upon the earlier to occur of: (i) the entry of an Order against the indemnified party and the expiration of any applicable appeal period, or if earlier, ten days prior to the date that the judgment creditor has the right to execute the Order; (ii) the entry of a final determination (to which no timely appeal has been taken) against the indemnified party; or (iii) a settlement of the claim agreed to by the indemnifying party. (d) With regard to claims for which indemnification may be payable hereunder which do not involve a Third Party Claim, the indemnified party shall notify the indemnifying party of such claim, specifying the nature of such claim and the amount or the estimated amount thereof to the extent then reasonably feasible. If the indemnifying party either accepts such claim or does not notify the indemnified party within 30 days after the date of receipt of the claim notice that the indemnifying party disputes such claim, with a reasonably detailed statement of the basis of such position, the amount of such claim shall be unreasonably withheld or delayedconclusively deemed a Liability of the indemnifying party hereunder and such indemnification claim shall be paid promptly by the indemnifying party.

Claims. If a Party entitled to (a) Any party seeking indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable shall promptly notify the party hereto obligated to provide indemnification hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice will any action, suit, proceeding, demand or breach (ia "Claim") provide with respect to which the basis on which Indemnified Party claims indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadingshereunder, demands, and other papers related to the Action and in the possession provided that failure of the Indemnified Party. The Party to give such notice shall not relieve the Indemnifying Party will of its obligations under this Article 7 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 a period of ten third party (10) days after delivery a "Third Party Claim"), then upon receipt of such notice to respond. If from the Indemnified Party the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party will shall be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right entitled to participate fully, at its own expense, in the defense of such Action. If Third Party Claim, and if and only if each of the following conditions is satisfied, the Indemnifying Party responds within may assume the required ten 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: (10i) day period and elects not the Indemnifying Party confirms in writing that it is obligated hereunder to defend such Action, indemnify the Indemnified Party will be free, without prejudice with respect to any such Third Party Claim; and (ii) there is no conflict of interest which would make separate representation by the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Actionown counsel advisable. In such case, the Indemnifying Party will cooperate, at its own expense, with the The Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party will have shall retain the right to participate fully, at employ its own expense, 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 solely responsible for its own costs and expenses in connection with such Actionparticipation. Any compromise or settlement of an Action will require The Indemnifying Party shall not, without the prior written consent of both Parties hereunderthe Indemnified Party, settle or compromise any claim or consent to the entry of any judgment that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such consent not to be unreasonably withheld claim. (b) In the event of any Claim under Section7.1 or delayed7.2, the Indemnified Party shall advise the Indemnifying Party in writing of the amount and circumstances surrounding such Claim.