Common use of Conditions of Indemnification of Third-Party Claims Clause in Contracts

Conditions of Indemnification of Third-Party Claims. The obligations and liabilities of an indemnifying Party under Section 13.1 and hereof with respect to Damages resulting from Claims by Third Parties will be subject to the following terms and conditions: (a) The indemnified Party shall give prompt written notice to the indemnifying Party of any Claim by a Third Party for which indemnification may be required under this Article XIII; provided, however, that failure to give such notice shall not relieve the indemnifying Party of its obligation to provide indemnification hereunder except, if and to the extent that such failure materially affects the ability of the indemnifying Party to defend the applicable suit, claim or demand. Promptly after the delivery of a notice seeking indemnification in respect of a Claim and subject to Section 13.5(c), the indemnifying Party may elect, by written notice to the indemnified Party, to undertake the defense thereof, at the sole cost and expense of the indemnifying Party. If the indemnifying Party chooses to defend any Claim, the indemnified Party shall cooperate with all reasonable requests of the indemnifying Party and shall make available to the indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. (b) In the event that the indemnifying Party, within a reasonable time (not less than [**], or such shorter period of time as is required to protect the interests of the indemnified Party) after receipt of a notice seeking indemnification, does not so elect to defend such Claim, the indemnified Party will have the right (upon further written notice to the indemnifying Party) to undertake the defense, compromise or settlement of such Claim for the account of the indemnifying Party, subject to the right of the indemnifying Party to assume the defense of such Claim pursuant to the terms of Section 13.2 at any time prior to settlement, compromise or final determination thereof, provided, that the indemnifying Party reimburses in full all costs of the indemnified Party (including reasonable attorney’s fees and expenses) incurred by it in connection with such defense prior to such assumption. (c) Notwithstanding anything in this Section 13.2 to the contrary, if the indemnifying Party assumes the defense of any Claim, any indemnified party will be entitled to participate in the defense, compromise or settlement of such Claim with counsel of its own choice at its own expense.

Conditions of Indemnification of Third-Party Claims. The obligations and liabilities of an indemnifying Party under Section 13.1 and hereof with respect to Damages resulting from Claims made by Third Parties will be subject to the following terms and conditions: (a) The indemnified Party shall give prompt written notice to the indemnifying Party of any Claim by a Third Party for which indemnification may be required under this Article XIII; provided, however, that failure to give such notice shall not relieve the indemnifying Party of its obligation to provide indemnification hereunder except, if and to the extent that such failure materially affects the ability of the indemnifying Party to defend the applicable suit, claim or demand. 13.2.1 Promptly after the delivery of a notice seeking indemnification in respect of a Claim and subject to Section 13.5(c)13.2.3, the indemnifying Party may elect, by written notice to the indemnified Party, to undertake the defense thereof, at the sole cost and expense of the indemnifying Party, provided that an indemnified Party’s failure or delay to provide notice to the indemnifying party will not constitute a waiver of the indemnifying Party’s indemnification obligations unless, and then only to the extent that, an indemnifying Party is actually and damaged thereby. If the indemnifying Party chooses to defend any Claim, the indemnified Party shall will cooperate with all reasonable requests of the indemnifying Party and shall will make available to the indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. (b) 13.2.2 In the event that the indemnifying Party, within a reasonable time (not less than [**], or such shorter period of time as is required to protect the interests of the indemnified Party) after receipt of a notice seeking indemnification, does not so elect to defend such Claim, the indemnified Party will have the right (upon further written notice to the indemnifying Party) to undertake the defense, compromise or settlement of such Claim for the account of the indemnifying Party, subject to the right of the indemnifying Party to assume the defense of such Claim pursuant to the terms of Section 13.2 13.2.1 at any time prior to settlement, compromise or final determination thereof, provided, that the indemnifying Party reimburses in full all costs of the indemnified Party (including reasonable attorney’s fees and expenses) incurred by it in connection with such defense prior to such assumption. (c) 13.2.3 Notwithstanding anything in this Section 13.2 to the contrary, if the indemnifying Party assumes the defense of any Claim, any indemnified party Party will be entitled to participate in the defense, compromise or settlement of such Claim with counsel of its own choice at its own expense.

Conditions of Indemnification of Third-Party Claims. The obligations and liabilities of an indemnifying Party under Section 13.1 and 11.1 or 11.2 hereof with respect to Damages resulting from Claims by Third Parties will be subject to the following terms and conditions: (a) The indemnified Party shall give prompt written notice to the indemnifying Party of any Claim by a Third Party for which indemnification may be required under this Article XIII; provided, however, that failure to give such notice shall not relieve the indemnifying Party of its obligation to provide indemnification hereunder except, if and to the extent that such failure materially affects the ability of the indemnifying Party to defend the applicable suit, claim or demand. 11.3.1 Promptly after the delivery of a notice seeking indemnification in respect of a Claim and subject to Section 13.5(c)11.3.3, the indemnifying Party may elect, by written notice to the indemnified Partyparty, to undertake the defense thereof, at the sole cost and expense of the indemnifying Party. If the indemnifying Party chooses to defend any Claim, the indemnified Party party shall cooperate with all reasonable requests of the indemnifying Party and shall make available to the indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. (b) 11.3.2 In the event that the indemnifying Party, within a reasonable time (not less than [**], or such shorter period of time as is required to protect the interests of the indemnified Party) after receipt of a notice seeking indemnification, does not so elect to defend such Claim, the indemnified Party party will have the right (upon further written notice to the indemnifying Party) to undertake the defense, compromise or settlement of such Claim for the account of the indemnifying Party, subject to the right of the indemnifying Party to assume the defense of such Claim pursuant to the terms of Section 13.2 11.3.1 at any time prior to settlement, compromise or final determination thereof, provided, that the indemnifying Party reimburses in full all costs of the indemnified Party party (including reasonable attorney’s fees and expenses) incurred by it in connection with such defense prior to such assumption. (c) 11.3.3 Notwithstanding anything in this Section 13.2 11.3 to the contrary, if the indemnifying Party assumes the defense of any Claim, any indemnified party will be entitled to participate in the defense, compromise or settlement of such Claim with counsel of its own choice at its own expense, provided, however, if the representation by the indemnifying Party’s counsel would present a conflict of interest, then such indemnified party shall be entitled to participate in the defense, compromise or settlement of such Claim with counsel of its own choice at the expense of the indemnifying Party.

Conditions of Indemnification of Third-Party Claims. The obligations and liabilities of an indemnifying Party party under Section 13.1 and 11.1 or 11.2 hereof with respect to Damages resulting from Claims by Third Parties will be subject to the following terms and conditions: (a) The indemnified Party shall give prompt written notice to the indemnifying Party of any Claim by a Third Party for which indemnification may be required under this Article XIII; provided, however, that failure to give such notice shall not relieve the indemnifying Party of its obligation to provide indemnification hereunder except, if and to the extent that such failure materially affects the ability of the indemnifying Party to defend the applicable suit, claim or demand. 11.3.1 Promptly after the delivery of a notice seeking indemnification in respect of a Claim and subject to Section 13.5(c)11.3.3, the indemnifying Party party may elect, by written notice to the indemnified Partyparty, to undertake the defense thereof, at the sole cost and expense of the indemnifying Partyparty. If the indemnifying Party party chooses to defend any Claim, the indemnified Party party shall cooperate with all reasonable requests of the indemnifying Party party and shall make available to the indemnifying Party party any books, records or other documents within its control that are necessary or appropriate for such defense. (b) 11.3.2 In the event that the indemnifying Partyparty, within a reasonable time (not less than [**], or such shorter period of time as is required to protect the interests of the indemnified Party) after receipt of a notice seeking indemnification, does not so elect to defend such Claim, the indemnified Party party will have the right (upon further written notice to the indemnifying Partyparty) to undertake the defense, compromise or settlement of such Claim for the account of the indemnifying Partyparty, subject to the right of the indemnifying Party party to assume the defense of such Claim pursuant to the terms of Section 13.2 11.3.1 at any time prior to settlement, compromise or final determination thereof, provided, provided that the indemnifying Party party reimburses in full all costs of the indemnified Party party (including reasonable attorney’s fees and expenses) incurred by it in connection with such defense prior to such assumption. (c) 11.3.3 Notwithstanding anything in this Section 13.2 11.3 to the contrary, if the indemnifying Party party assumes the defense of any Claim, any indemnified party will be entitled to participate in the defense, compromise or settlement of such Claim with counsel of its own choice at its own expense, provided, however, if the representation by the indemnifying party’s counsel would present a conflict of interest, then such indemnified party shall be entitled to participate in the defense, compromise or settlement of such Claim with counsel of its own choice at the expense of the indemnifying party.

Conditions of Indemnification of Third-Party Claims. The obligations and liabilities of an indemnifying Party under Section 13.1 and hereof the parties hereunder with respect to Damages Losses resulting from Claims the assertion of liability by third parties ("Third Parties will Party Claims") shall be subject to the following terms and conditions: (a) The indemnified In the event that any claim or demand for which the Stockholders would be liable to an Industrialex Indemnified Party hereunder, or for which Industrialex would be liable to a Company Indemnified Party (Industrialex Indemnified Party or the Company Indemnified Party, as applicable being referred to as the "Indemnified Party" and the indemnifying party in any such event being referred to as the "Indemnifying Party"), is asserted against or sought to be collected by a third party, the Indemnified Party shall give prompt written notice promptly notify the Indemnifying Party of such claim or demand, specifying to the indemnifying extent practicable the nature of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim or demand) (the "Claim Notice"). The Indemnifying Party shall have 30 days from its receipt of any the Claim by a Third Notice (the "Notice Period") to notify the Indemnified Party for which indemnification may be required under this Article XIII(i) whether or not the Indemnifying Party disputes its liability to the Indemnified Party hereunder with respect to such claim or demand, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim or demand; provided, however, that failure the Indemnified Party is hereby authorized prior to give such notice and during the Notice Period to file any motion, answer or other pleading that it shall not relieve deem necessary or appropriate to protect its interests; provided further, that the indemnifying Indemnified Party of shall use its obligation reasonable efforts to provide indemnification hereunder except, if the Indemnifying Party with notice of any such filing and an opportunity to comment thereon. In the extent event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that Indemnifying Party does not dispute such failure materially affects the ability of the indemnifying Party liability and desires to defend the applicable suit, against such claim or demand. Promptly after , then except as hereinafter provided, the delivery Indemnifying Party shall have the right to defend by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion in such a manner as to avoid any risk of a notice seeking indemnification in respect of a Claim and an Indemnified Party becoming subject to Section 13.5(c)liability for any other matter. If an Indemnified Party desires to participate in, the indemnifying Party but not control, any such defense or settlement it may elect, by written notice to the indemnified Party, to undertake the defense thereof, do so at the its sole cost and expense expense. If, in the reasonable opinion of an Indemnified Party, any such claim or demand involves an issue or matter that could have an adverse effect on the indemnifying Party. If the indemnifying business, operations, assets, properties or prospects of an Indemnified Party chooses to defend any Claim, the indemnified Party shall cooperate with all reasonable requests of the indemnifying Party and shall make available to the indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense.an (b) In the event that the indemnifying Party, within an Indemnified Party should have a reasonable time (not less than [**], or such shorter period of time as is required to protect the interests of the indemnified Party) after receipt of a notice seeking indemnification, claim against an Indemnifying Party hereunder that does not so elect involve a claim or demand being asserted against or sought to defend such Claimbe collected from it by a third party, the indemnified Indemnified Party will have the right (upon further written notice shall promptly send a Claim Notice with respect to such claim to the indemnifying Indemnifying Party) to undertake the defense, compromise or settlement of such Claim for the account of the indemnifying Party, subject to the right of the indemnifying Party to assume the defense of such Claim pursuant to the terms of Section 13.2 at any time prior to settlement, compromise or final determination thereof, ; provided, that the indemnifying Party reimburses in full all costs failure to so notify shall not limit the Indemnified Party's right to indemnification under Section 7.2 unless such failure materially adversely affects the ability of the indemnified Indemnifying Party (including reasonable attorney’s fees to defend such claim and expenses) incurred by it in connection with such defense prior then only to such assumptionextent. If the Indemnifying Party does not notify the Indemnified Party within the Notice Period that it disputes such claim, the amount of such claim shall be presumptively deemed a liability of the Indemnifying Party hereunder. (c) Notwithstanding anything in this Section 13.2 Nothing herein shall be deemed to prevent an Indemnified Party from making a claim hereunder for potential or contingent claims or demands provided the Claim Notice sets forth the specific basis for any such potential or contingent claim or demand and the estimated amount thereof to the contrary, if the indemnifying extent then feasible and an Indemnified Party assumes the defense of any Claim, any indemnified party has reasonable grounds to believe that such a claim or demand will be entitled to participate in the defense, compromise or settlement of such Claim with counsel of its own choice at its own expensemade.

Conditions of Indemnification of Third-Party Claims. The obligations and liabilities of an indemnifying Party Indemnitor under Section 13.1 and 9.1 hereof with respect to Damages resulting from Claims by Third Parties will persons not party to the Merger Agreement shall be subject to the following terms and conditions: (a) The indemnified Indemnified Party shall give prompt written will have the right (upon further notice to the indemnifying Party Indemnitor) to undertake the defense, compromise or settlement of any such Claim by a Third Party for which indemnification may be required under this Article XIII; providedthe account of the Indemnitor, however, that failure to give such notice shall not relieve the indemnifying Party of its obligation to provide indemnification hereunder except, if and subject to the extent that such failure materially affects the ability right of the indemnifying Party Indemnitor to defend participate in the applicable suitdefense of such Claim pursuant to the terms of paragraph (b) of this Section 9.3 at any time prior to settlement, claim compromise or demand. Promptly after the final determination thereof. (b) After delivery of a notice seeking indemnification an Indemnification Notice in respect of a Claim and subject to paragraph (c) of this Section 13.5(c)9.3, the indemnifying Party Indemnitor may elect, by written notice to the indemnified Indemnified Party, to undertake participate in the defense thereof, at thereof with counsel reasonably satisfactory to the sole cost and expense of the indemnifying Indemnified Party. If the indemnifying Party Indemnitor chooses to defend participate in the defense of any Claimclaim, the indemnified Indemnified Party shall cooperate with all reasonable requests of the indemnifying Party Indemnitor and shall make available to the indemnifying Party Indemnitor any books, records or other documents within its control that are necessary or appropriate for such defense. (bc) In The Indemnitor shall not, without written consent of all Indemnified Parties, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the event that release by the indemnifying Party, within a reasonable time claimant or the plaintiff of all Indemnified Parties from all liability arising from events which allegedly give rise to such Claim. (not less than [**], or d) Until such shorter period of time as is required the amount of Damages incurred by the Indemnified Party exceeds $5,000,000, all fees and expenses of counsel selected by Indemnitor incurred in participating in the defense of such Claim shall be borne solely by Indemnitor. From and after such time as the amount of Damages incurred by the Indemnified Party exceeds $5,000,000, subject to protect paragraph (e) of this Section 9.3, the interests reasonable fees and expenses of counsel to Indemnitor thereafter incurred, together with the reasonable fees and expenses of counsel to Indemnitor incurred by Indemnitor prior to such time as the Damages of the indemnified PartyIndemnified Party exceed $5,000,000, shall be considered additional Damages for purposes of this Section 9. (e) after receipt of a notice seeking indemnification, does If the Indemnified Party desires not so elect to defend any Claim or to settle or compromise any Claim or consent to entry of any judgment with respect to such Claim, the indemnified Indemnified Party will shall provide written notice (the "Proposed Settlement Notice") to the Indemnitor of such desire, which Proposed Settlement Notice shall state the amount of Damages which the Indemnified Party is prepared to incur as a result of such settlement, compromise or entry of judgment (the "Proposed Damage Limit"). Indemnitor shall have the right (upon further right, by written notice to the indemnifying PartyIndemnified Party within ten (10) to undertake the defense, compromise or settlement of such Claim for the account days after receipt of the indemnifying PartyProposed Settlement Notice, subject to the right of the indemnifying Party to assume the defense of such Claim pursuant and to employ its own counsel in the terms defense of Section 13.2 at any time prior to settlementsuch Claim; provided, compromise or however, that upon the final determination thereofof Damages with respect to such Claim, provided, that the indemnifying Party reimburses in full all costs of the indemnified Party any Damages (including reasonable attorney’s counsel fees and expenses) incurred in excess of the Proposed Damage Limit shall be borne solely by it in connection with such defense prior Indemnitor and shall not be considered Damages for purposes of making any determinations pursuant to such assumption. (c) Notwithstanding anything in this Section 13.2 9.5 as to the contrary, if the indemnifying Party assumes the defense of any Claim, any indemnified party will amount for which Indemnitor may be entitled to participate in the defense, compromise or settlement of such Claim with counsel of its own choice at its own expenseresponsible.

Conditions of Indemnification of Third-Party Claims. The obligations and liabilities of an indemnifying Party Indemnitor under Section 13.1 and 8.03 hereof with respect to Damages resulting from Claims by Third Parties will Persons not party to this Agreement shall be subject to the following terms and conditions: (a) The indemnified Party shall give prompt written notice to the indemnifying Party of any Claim by a Third Party for which indemnification may be required under this Article XIII; provided, however, that failure to give such notice shall not relieve the indemnifying Party of its obligation to provide indemnification hereunder except, if and to the extent that such failure materially affects the ability of the indemnifying Party to defend the applicable suit, claim or demand. Promptly after the delivery of a notice seeking indemnification an Indemnification Notice in respect of a Claim and subject to paragraph (c) of this Section 13.5(c)8.04, the indemnifying Party Indemnitor may elect, by written notice to the indemnified Indemnified Party, to undertake the defense thereofthereof with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the indemnifying PartyIndemnitor. If the indemnifying Party Indemnitor chooses to defend any Claim, the indemnified Indemnified Party shall cooperate with all reasonable requests of the indemnifying Party Indemnitor and shall make available to the indemnifying Party Indemnitor any books, records or other documents within its control that are necessary or appropriate for such defense. (b) In the event that the indemnifying PartyIndemnitor, within a reasonable time (not less than [**], or such shorter period of time as is required to protect the interests of the indemnified Party) after receipt of a notice seeking indemnificationan Indemnification Notice, does not so elect to defend such Claim, the indemnified Indemnified Party will have the right (upon further written notice to the indemnifying PartyIndemnitor) to undertake the defense, compromise or settlement of such Claim for the account of the indemnifying PartyIndemnitor, subject to the right of the indemnifying Party Indemnitor to assume the defense of such Claim pursuant to the terms of paragraph (a) of this Section 13.2 8.04 at any time prior to settlement, compromise or final determination thereof, provided, that the indemnifying Party Indemnitor reimburses in full all costs of the indemnified Indemnified Party (including reasonable attorney’s fees and expenses) incurred by it in connection with such defense prior to such assumption. (c) Notwithstanding anything Anything in this Section 13.2 8.04 to the contrarycontrary notwithstanding, (i) if the indemnifying Indemnified Party assumes reasonably believes there is a reasonable probability that a Claim may materially and adversely affect the defense of any ClaimIndemnified Party, any indemnified party will be entitled the Indemnified Party shall have the right to participate in the defense, compromise or settlement of such Claim with Claim, provided that the Indemnitor shall not be liable for expenses of separate counsel of its own choice at its own expensethe Indemnified Party engaged for such purpose, and (ii) no Person who has undertaken to defend a Claim under Section 8.04(a) hereof shall, without written consent of all Indemnified Parties, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the release by the claimant or the plaintiff of all Indemnified Parties from all liability arising from events which allegedly give rise to such Claim.

Conditions of Indemnification of Third-Party Claims. The obligations and liabilities of an indemnifying Party Indemnitor under Section 13.1 and 2.1 hereof with respect to Damages resulting from Claims by Third Parties will persons not party to the Merger Agreement shall be subject to the following terms and conditions: (a) The indemnified Party shall give prompt written Indemnified Parties will have the right (upon further notice to the indemnifying Party Indemnitor) to undertake the defense, compromise or settlement of any such Claim by a Third Party for which indemnification may be required under this Article XIII; providedthe account of the Indemnitor, however, that failure to give such notice shall not relieve the indemnifying Party of its obligation to provide indemnification hereunder except, if and subject to the extent that such failure materially affects the ability right of the indemnifying Party Indemnitor to defend participate in the applicable suitdefense of such Claim pursuant to the terms of paragraph (b) of this Section 2.3 at any time prior to settlement, claim compromise or demand. Promptly after the final determination thereof. (b) After delivery of a notice seeking indemnification an Indemnification Notice in respect of a Claim and subject to paragraph (c) of this Section 13.5(c)2.3, the indemnifying Party Indemnitor may elect, by written notice to the indemnified Indemnified Party, to undertake participate in the defense thereof, at thereof with counsel reasonably satisfactory to the sole cost and expense of the indemnifying Indemnified Party. If the indemnifying Party Indemnitor chooses to defend participate in the defense of any Claimclaim, the indemnified Indemnified Party shall cooperate with all reasonable requests of the indemnifying Party Indemnitor and shall make available to the indemnifying Party Indemnitor any books, records or other documents within its control that are necessary or appropriate for such defense. (bc) In The Indemnitor shall not, without written consent of all Indemnified Parties, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the event that release by the indemnifying Party, within a reasonable time claimant or the plaintiff of all Indemnified Parties from all liability arising from events which allegedly give rise to such Claim. (not less than [**], or d) Until such shorter period of time as is required to protect the interests amount of Damages incurred by the indemnified PartyIndemnified Party exceeds $250,000, all fees and expenses of counsel selected by Indemnitor incurred in participating in the defense of such Claim shall be borne solely by Indemnitor. From and (e) after receipt of a notice seeking indemnification, does If the Indemnified Party desires not so elect to defend any Claim or to settle or compromise any Claim or consent to entry of any judgment with respect to such Claim, the indemnified Indemnified Party will shall provide written notice (the "Proposed Settlement Notice") to the Indemnitor of such desire, which Proposed Settlement Notice shall state the amount of Damages which the Indemnified Party is prepared to incur as a result of such settlement, compromise or entry of judgment (the "Proposed Damage Limit"). Indemnitor shall have the right (upon further right, by written notice to the indemnifying PartyIndemnified Party within ten (10) to undertake the defense, compromise or settlement of such Claim for the account days after receipt of the indemnifying PartyProposed Settlement Notice, subject to the right of the indemnifying Party to assume the defense of such Claim pursuant and to employ its own counsel in the terms defense of Section 13.2 at any time prior to settlement, compromise or such Claim; provided that upon the final determination thereofof Damages with respect to such Claim, provided, that the indemnifying Party reimburses in full all costs of the indemnified Party any Damages (including reasonable attorney’s counsel fees and expenses) incurred in excess of the Proposed Damage Limit shall be borne solely by it in connection with such defense prior Indemnitor and shall not be considered Damages for purposes of making any determinations pursuant to such assumption. (c) Notwithstanding anything in this Section 13.2 2.5 as to the contrary, if the indemnifying Party assumes the defense of any Claim, any indemnified party will amount for which Indemnitor may be entitled to participate in the defense, compromise or settlement of such Claim with counsel of its own choice at its own expenseresponsible.

Conditions of Indemnification of Third-Party Claims. The respective obligations and liabilities of an indemnifying Party under Section 13.1 Buyer and hereof Seller (the “Indemnifying Party”) to the Buyer Indemnified Parties or the Seller Indemnified Parties, as the case may be, as indemnified parties (the “Indemnified Party”) with respect to Damages claims resulting from Claims the assertion of liability by third parties (“Third Parties will Party Claim”) shall be subject to the following terms and conditions: (a) The indemnified Within ten (10) calendar days (or such earlier time as might be required to avoid prejudicing the Indemnifying Party’s position) after receipt of notice of commencement of any action evidenced by service of process or other legal pleading, or with reasonable promptness after the assertion of any claim by a third party, the Indemnified Party shall give prompt the Indemnifying Party written notice to thereof together with a copy of such claim, process or other legal pleading, and the indemnifying Indemnifying Party of any Claim by a Third Party for which indemnification may be required under this Article XIII; provided, however, that failure to give such notice shall not relieve have the indemnifying Party of its obligation to provide indemnification hereunder except, if and to the extent that such failure materially affects the ability of the indemnifying Party to defend the applicable suit, claim or demand. Promptly after the delivery of a notice seeking indemnification in respect of a Claim and subject to Section 13.5(c), the indemnifying Party may elect, by written notice to the indemnified Party, right to undertake the defense thereof, thereof by representatives of its own choosing and at the sole cost and expense of the indemnifying Party. If the indemnifying Party chooses to defend any Claim, the indemnified Party shall cooperate with all reasonable requests of the indemnifying Party and shall make available to the indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. (b) In the event that the indemnifying Party, within a reasonable time (not less than [**], or such shorter period of time as is required to protect the interests of the indemnified Party) after receipt of a notice seeking indemnification, does not so elect to defend such Claim, the indemnified Party will have the right (upon further written notice to the indemnifying Party) to undertake the defense, compromise or settlement of such Claim for the account of the indemnifying Party, subject to the right of the indemnifying Party to assume the defense of such Claim pursuant to the terms of Section 13.2 at any time prior to settlement, compromise or final determination thereof, own expense; provided, that the indemnifying Indemnified Party reimburses in full all costs of the indemnified Party (including reasonable attorney’s fees and expenses) incurred by it in connection with such defense prior to such assumption. (c) Notwithstanding anything in this Section 13.2 to the contrary, if the indemnifying Party assumes the defense of any Claim, any indemnified party will be entitled to may participate in the defense, compromise or settlement of such Claim defense with counsel of its own choice and at its own expenseexpense (provided that the Indemnifying Party will bear the expense of counsel for the Indemnified Party if counsel for the Indemnified Party could have an inconsistent or conflicting interest from that of the Indemnifying Party or one or more legal defenses that are different from or additional to those available to the Indemnifying Party). (b) If the Indemnifying Party, by the fifteenth (15th) calendar day after receipt of notice of any such claim (or, if earlier, by the tenth (10th) calendar day preceding the day on which an answer or other pleading must be served in order to prevent judgment by default in favor of the person asserting such claim), does not elect to defend against such claim, the Indemnified Party, such settlement involves only the payment of money and the claimant provides to the Indemnified Party a general release from all liability in respect of such claim. If the settlement of the claim involves more than the payment of money, the Indemnifying Party shall not settle the claim without the prior consent of the Indemnified Party, which consent shall not be unreasonably withheld.

Conditions of Indemnification of Third-Party Claims. The obligations and liabilities of an indemnifying Party under Section 13.1 and 15.1 or 15.2 hereof with respect to Damages resulting from Claims by Third Parties will be subject to the following terms and conditions: (a) The indemnified Party shall give prompt written notice to the indemnifying Party of any Claim by a Third Party for which indemnification may be required under this Article XIII; provided, however, that failure to give such notice shall not relieve the indemnifying Party of its obligation to provide indemnification hereunder except, if and to the extent that such failure materially affects the ability of the indemnifying Party to defend the applicable suit, claim or demand. Promptly after the delivery of a notice seeking indemnification in respect of a Claim and subject to Section 13.5(c15.3(c), the indemnifying Party may elect, by written notice to the indemnified Party, to undertake the defense thereof, at the sole cost and expense of the indemnifying Party. If the indemnifying Party chooses to defend any Claim, the indemnified Party shall cooperate with all reasonable requests of the indemnifying Party and shall make available to the indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. (b) In the event that the indemnifying Party, within a reasonable time (not less than [**], or such shorter period of time as is required to protect the interests of the indemnified Party) after receipt of a notice seeking indemnification, does not so elect to defend such Claim, the indemnified Party will have the right (upon further written notice to the indemnifying Party) to undertake the defense, compromise or settlement of such Claim for the account of the indemnifying Party, subject to the right of the indemnifying Party to assume the defense of such Claim pursuant to the terms of Section 13.2 15.3(a) at any time prior to settlement, compromise or final determination thereof, provided, that the indemnifying Party reimburses in full all costs of the indemnified Party (including reasonable attorney’s fees and expenses) incurred by it in connection with such defense prior to such assumption. (c) Notwithstanding anything in this Section 13.2 15.3 to the contrary, if the indemnifying Party assumes the defense of any Claim, any indemnified party Party will be entitled to participate in the defense, compromise or settlement of such Claim with counsel of its own choice at its own expense, provided, however, if the representation by the indemnifying Party’s counsel would present a conflict of interest, then such indemnified Party shall be entitled to participate in the defense, compromise or settlement of such Claim with counsel of its own choice at the expense of the indemnifying Party.

Conditions of Indemnification of Third-Party Claims. The respective obligations and liabilities of an indemnifying Party Buyer and CPR (the “Indemnifying Party”) to the Buyer Indemnified Parties or the CPR Indemnified Parties, as the case may be, as indemnified parties (the “Indemnified Party”) under Section 13.1 and hereof 5.1 with respect to Damages claims resulting from Claims the assertion of liability by third parties (“Third Parties will Party Claim”) shall be subject to the following terms and conditions: (a) The indemnified Within ten (10) calendar days (or such earlier time as might be required to avoid prejudicing the Indemnifying Party’s position) after receipt of notice of commencement of any action evidenced by service of process or other legal pleading, or with reasonable promptness after the assertion of any claim by a third party, the Indemnified Party shall give prompt the Indemnifying Party written notice to thereof together with a copy of such claim, process or other legal pleading, and the indemnifying Indemnifying Party of any Claim by a Third Party for which indemnification may be required under this Article XIII; provided, however, that failure to give such notice shall not relieve have the indemnifying Party of its obligation to provide indemnification hereunder except, if and to the extent that such failure materially affects the ability of the indemnifying Party to defend the applicable suit, claim or demand. Promptly after the delivery of a notice seeking indemnification in respect of a Claim and subject to Section 13.5(c), the indemnifying Party may elect, by written notice to the indemnified Party, right to undertake the defense thereofthereof by representatives of its own choosing and at its own expense; provided, that the Indemnified Party may participate in the defense with counsel of its own choice and at its own expense (provided that the sole cost and Indemnifying Party will bear the expense of counsel for the indemnifying Party. If Indemnified Party if counsel for the indemnifying Indemnified Party chooses to defend any Claim, the indemnified Party shall cooperate with all reasonable requests could have an inconsistent or conflicting interest from that of the indemnifying Indemnifying Party and shall make or one or more legal defenses that are different from or additional to those available to the indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defenseIndemnifying Party). (b) In If the event that the indemnifying Indemnifying Party, within a reasonable time by the fifteenth (not less than [**], or such shorter period of time as is required to protect the interests of the indemnified Party15th) calendar day after receipt of a notice seeking indemnificationof any such claim (or, if earlier, by the tenth (10th) calendar day preceding the day on which an answer or other pleading must be served in order to prevent judgment by default in favor of the person asserting such claim), does not so elect to defend against such Claimclaim, the indemnified Party Indemnified Party, upon further notice to the Indemnifying Party, will have the right (upon further written notice to the indemnifying Party) to undertake the defense, compromise or settlement of such Claim claim on behalf of or for the account and risk of the indemnifying Indemnifying Party and at the Indemnifying Party’s expense, subject to the right of the indemnifying Indemnifying Party to assume the defense of such Claim pursuant to the terms of Section 13.2 claims at any time prior to settlement, compromise or final determination thereof, provided, that the indemnifying Party reimburses in full all costs of the indemnified Party (including reasonable attorney’s fees and expenses) incurred by it in connection with such defense prior to such assumption. (c) Anything in this Article V to the contrary notwithstanding, the Indemnifying Party shall not settle any claim without the consent of the Indemnified Party unless such settlement involves only the payment of money and the claimant provides to the Indemnified Party a general release from all liability in respect of such claim. If the settlement of the claim involves more than the payment of money, the Indemnifying Party shall not settle the claim without the prior consent of the Indemnified Party, which consent shall not be unreasonably withheld. (d) The Indemnified Party and the Indemnifying Party will each cooperate with all reasonable requests of the other for the purpose of defending against any claims. (e) Notwithstanding anything to the contrary in this Agreement, the Indemnified Party’s failure to give any notice under this Section 13.2 5.2 shall not relieve the Indemnifying Party’s obligations under this Article V, except to the contrary, if extent the indemnifying Indemnifying Party assumes the defense of any Claim, any indemnified party will be entitled to participate in the defense, compromise or settlement of is materially prejudiced by such Claim with counsel of its own choice at its own expensefailure.

Conditions of Indemnification of Third-Party Claims. The obligations and liabilities of an indemnifying Party Indemnitor under Section 13.1 and 8.03 hereof with respect to Damages resulting from Claims by Third Parties will Persons not party to this Agreement shall be subject to the following terms and conditions: (a) The indemnified Party shall give prompt written notice to the indemnifying Party of any Claim by a Third Party for which indemnification may be required under this Article XIII; provided, however, that failure to give such notice shall not relieve the indemnifying Party of its obligation to provide indemnification hereunder except, if and to the extent that such failure materially affects the ability of the indemnifying Party to defend the applicable suit, claim or demand. : Promptly after the delivery of a notice seeking indemnification an Indemnification Notice in respect of a Claim Claim, and subject to paragraph (c) of this Section 13.5(c)8.04, the indemnifying Party Indemnitor may elect, by written notice to the indemnified Indemnified Party, to undertake the defense thereofthereof with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the indemnifying PartyIndemnitor. If the indemnifying Party Indemnitor chooses to defend any Claimclaim, the indemnified Indemnified Party shall cooperate with all reasonable requests of the indemnifying Party Indemnitor and shall make available to the indemnifying Party Indemnitor any books, records or other documents within its control that are necessary or appropriate for such defense. (b) . In the event that the indemnifying PartyIndemnitor, within a reasonable time (not less than [**], or such shorter period of time as is required to protect the interests of the indemnified Party) after receipt of a notice seeking indemnificationan Indemnification Notice, does not so elect to defend such Claim, the indemnified Indemnified Party will have the right (upon further written notice to the indemnifying PartyIndemnitor) to undertake the defense, compromise or settlement of such Claim for the account of the indemnifying PartyIndemnitor, subject to the right of the indemnifying Party Indemnitor to assume the defense of such Claim pursuant to the terms of paragraph (a) of this Section 13.2 8.04 at any time prior to settlement, compromise or final determination thereof, provided, that the indemnifying Party Indemnitor reimburses in full all costs of the indemnified Indemnified Party (including reasonable attorney’s 's fees and expenses) incurred by it in connection with such defense prior to such assumption. (c) Notwithstanding anything . Anything in this Section 13.2 8.04 to the contrarycontrary notwithstanding, (i) if the indemnifying Indemnified Party assumes believes there is a reasonable probability that a Claim may materially and adversely affect the defense of any ClaimIndemnified Party, any indemnified party will be entitled the Indemnified Party shall have the right to participate in the defense, compromise or settlement of such Claim with Claim, provided that the Indemnitor shall not be liable for expenses of separate counsel of its own choice at its own expensethe Indemnified Party engaged for such purpose, and (ii) no Person who has undertaken to defend a Claim under Section 8.04(a) hereof shall, without the written consent of all Indemnified Parties, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the release by the claimant or the plaintiff of all Indemnified Parties from all liability arising from events which allegedly give rise to such Claim.

Conditions of Indemnification of Third-Party Claims. The obligations and liabilities of an indemnifying Party Indemnitor under Section 13.1 and 8.03 hereof with respect to Damages resulting from Claims by Third Parties will Persons not party to this Agreement shall be subject to the following terms and conditions: (a) The indemnified Party shall give prompt written notice to the indemnifying Party of any Claim by a Third Party for which indemnification may be required under this Article XIII; provided, however, that failure to give such notice shall not relieve the indemnifying Party of its obligation to provide indemnification hereunder except, if and to the extent that such failure materially affects the ability of the indemnifying Party to defend the applicable suit, claim or demand. Promptly after the delivery of a notice seeking indemnification an Indemnification Notice in respect of a Claim Claim, and subject to paragraph (c) of this Section 13.5(c)8.04, the indemnifying Party Indemnitor may elect, by written notice to the indemnified Indemnified Party, to undertake the defense thereofthereof with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the indemnifying PartyIndemnitor. If the indemnifying Party Indemnitor chooses to defend any Claimclaim, the indemnified Indemnified Party shall cooperate with all reasonable requests of the indemnifying Party Indemnitor and shall make available to the indemnifying Party Indemnitor any books, records or other documents within its control that are necessary or appropriate for such defense. (b) In the event that the indemnifying PartyIndemnitor, within a reasonable time (not less than [**], or such shorter period of time as is required to protect the interests of the indemnified Party) after receipt of a notice seeking indemnificationan Indemnification Notice, does not so elect to defend such Claim, the indemnified Indemnified Party will have the right (upon further written notice to the indemnifying PartyIndemnitor) to undertake the defense, compromise or settlement of such Claim for the account of the indemnifying PartyIndemnitor, subject to the right of the indemnifying Party Indemnitor to assume the defense of such Claim pursuant to the terms of paragraph (a) of this Section 13.2 8.04 at any time prior to settlement, compromise or final determination thereof, provided, that the indemnifying Party Indemnitor reimburses in full all costs of the indemnified Indemnified Party (including reasonable attorney’s 's fees and expenses) incurred by it in connection with such defense prior to such assumption. (c) Notwithstanding anything Anything in this Section 13.2 8.04 to the contrarycontrary notwithstanding, (i) if the indemnifying Indemnified Party assumes believes there is a reasonable probability that a Claim may materially and adversely affect the defense of any ClaimIndemnified Party, any indemnified party will be entitled the Indemnified Party shall have the right to participate in the defense, compromise or settlement of such Claim with Claim, provided that the Indemnitor shall not be liable for expenses of separate counsel of its own choice at its own expensethe Indemnified Party engaged for such purpose, and (ii) no Person who has undertaken to defend a Claim under Section 8.04(a) hereof shall, without the written consent of all Indemnified Parties, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the release by the claimant or the plaintiff of all Indemnified Parties from all liability arising from events which allegedly give rise to such Claim.

Conditions of Indemnification of Third-Party Claims. The obligations and liabilities of an indemnifying Party under Section 13.1 and hereof the parties hereunder with respect to Damages Losses resulting from Claims the assertion of liability by third parties ("Third Parties will Party Claims") shall be subject to the following terms and conditions: (a) The indemnified In the event that any claim or demand for which the Stockholders would be liable to an Industrialex Indemnified Party hereunder, or for which Industrialex would be liable to a Company Indemnified Party (Industrialex Indemnified Party or the Company Indemnified Party, as applicable being referred to as the "Indemnified Party" and the indemnifying party in any such event being referred to as the "Indemnifying Party"), is asserted against or sought to be collected by a third party, the Indemnified Party shall give prompt written notice promptly notify the Indemnifying Party of such claim or demand, specifying to the indemnifying extent practicable the nature of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim or demand) (the "Claim Notice"). The Indemnifying Party shall have 30 days from its receipt of any the Claim by a Third Notice (the "Notice Period") to notify the Indemnified Party for which indemnification may be required under this Article XIII(i) whether or not the Indemnifying Party disputes its liability to the Indemnified Party hereunder with respect to such claim or demand, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim or demand; provided, however, that failure the Indemnified Party is hereby authorized prior to give such notice and during the Notice Period to file any motion, answer or other pleading that it shall not relieve deem necessary or appropriate to protect its interests; provided further, that the indemnifying Indemnified Party of shall use its obligation reasonable efforts to provide indemnification hereunder except, if the Indemnifying Party with notice of any such filing and an opportunity to comment thereon. In the extent event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that Indemnifying Party does not dispute such failure materially affects the ability of the indemnifying Party liability and desires to defend the applicable suit, against such claim or demand. Promptly after , then except as hereinafter provided, the delivery Indemnifying Party shall have the right to defend by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion in such a manner as to avoid any risk of a notice seeking indemnification in respect of a Claim and an Indemnified Party becoming subject to Section 13.5(c)liability for any other matter. If an Indemnified Party desires to participate in, the indemnifying Party but not control, any such defense or settlement it may elect, by written notice to the indemnified Party, to undertake the defense thereof, do so at the its sole cost and expense expense. If, in the reasonable opinion of an Indemnified Party, any such claim or demand involves an issue or matter that could have an adverse effect on the business, operations, assets, properties or prospects of an Indemnified Party or an affiliate of an Indemnified Party, such Indemnified Party shall have the right to control the defense or settlement of any such claim or demand, and its reasonable costs and expenses thereof shall be included as part of the indemnifying Partyindemnification obligations of the Indemnifying Party hereunder. If the indemnifying Indemnifying Party chooses disputes its liability with respect to such claim or demand or elects not to defend against such claim or demand, whether by not giving timely notice as provided above or otherwise, then the amount of any Claimsuch claim or demand, or, if the indemnified same be contested by the Indemnifying Party or by an Indemnified Party (but the Indemnified Party shall cooperate with all reasonable requests not have any obligation to contest any such claim or demand), then that portion thereof as to which such defense is unsuccessful, shall be presumptively deemed to be a liability of the indemnifying Indemnifying Party and shall make available hereunder (subject, if the Indemnifying Party has timely disputed liability, to a determination that the indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defensedisputed liability is covered by these indemnification provisions). (b) In the event that the indemnifying Party, within an Indemnified Party should have a reasonable time (not less than [**], or such shorter period of time as is required to protect the interests of the indemnified Party) after receipt of a notice seeking indemnification, claim against an Indemnifying Party hereunder that does not so elect involve a claim or demand being asserted against or sought to defend such Claimbe collected from it by a third party, the indemnified Indemnified Party will have the right (upon further written notice shall promptly send a Claim Notice with respect to such claim to the indemnifying Indemnifying Party) to undertake the defense, compromise or settlement of such Claim for the account of the indemnifying Party, subject to the right of the indemnifying Party to assume the defense of such Claim pursuant to the terms of Section 13.2 at any time prior to settlement, compromise or final determination thereof, ; provided, that the indemnifying Party reimburses in full all costs failure to so notify shall not limit the Indemnified Party's right to indemnification under Section 7.2 unless such failure materially adversely affects the ability of the indemnified Indemnifying Party (including reasonable attorney’s fees to defend such claim and expenses) incurred by it in connection with such defense prior then only to such assumptionextent. If the Indemnifying Party does not notify the Indemnified Party within the Notice Period that it disputes such claim, the amount of such claim shall be presumptively deemed a liability of the Indemnifying Party hereunder. (c) Notwithstanding anything in this Section 13.2 Nothing herein shall be deemed to prevent an Indemnified Party from making a claim hereunder for potential or contingent claims or demands provided the Claim Notice sets forth the specific basis for any such potential or contingent claim or demand and the estimated amount thereof to the contrary, if the indemnifying extent then feasible and an Indemnified Party assumes the defense of any Claim, any indemnified party has reasonable grounds to believe that such a claim or demand will be entitled to participate in the defense, compromise or settlement of such Claim with counsel of its own choice at its own expensemade.

Conditions of Indemnification of Third-Party Claims. The obligations --------------------------------------------------- and liabilities Liabilities of an indemnifying Party Indemnitor under Section 13.1 and 10.3 hereof with respect to ------------ Damages resulting from Claims by Third Parties will Persons not party to this Agreement shall be subject to the following terms and conditions: (a) The indemnified Party shall give prompt written notice to the indemnifying Party of any Claim by a Third Party for which indemnification may be required under this Article XIII; provided, however, that failure to give such notice shall not relieve the indemnifying Party of its obligation to provide indemnification hereunder except, if and to the extent that such failure materially affects the ability of the indemnifying Party to defend the applicable suit, claim or demand. Promptly after the delivery of a notice seeking indemnification an Indemnification Notice in respect of a Claim and subject to subsection (c) of this Section 13.5(c)10.4, if the Indemnitor ------------ shall acknowledge in writing to the Indemnified Party that the Indemnitor shall be obligated under the terms of its indemnity hereunder in connection with such lawsuit or action, the indemnifying Party Indemnitor may elect, by written notice to the indemnified Indemnified Party, to undertake the defense thereofthereof with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of Indemnitor; provided that Indemnitor shall not enter into a settlement agreement of such Claim without the indemnifying Indemnified Party's consent, which shall not be unreasonably withheld. If the indemnifying Party Indemnitor chooses to defend any Claim, the indemnified Indemnified Party shall cooperate with all reasonable requests of the indemnifying Party Indemnitor and shall make available to the indemnifying Party Indemnitor any books, records or other documents within its control that are necessary or appropriate for such defense. (b) In the event that the indemnifying PartyIndemnitor, within a reasonable time (not less than [**], or such shorter period of time as is required to protect the interests of the indemnified Party) after receipt of a notice seeking indemnificationan Indemnification Notice, does not so elect to defend such Claim or, after undertaking the defense of such Claim, fails to continue the defense of such Claim, the indemnified Indemnified Party will have the right (upon further written notice to the indemnifying PartyIndemnitor) to undertake the defense, compromise or settlement of such Claim for the account of the indemnifying Party, subject to the right of the indemnifying Party to assume the defense of such Claim pursuant to the terms of Section 13.2 at any time prior to settlement, compromise or final determination thereof, provided, that the indemnifying Party reimburses in full all costs of the indemnified Party (including reasonable attorney’s fees and expenses) incurred by it in connection with such defense prior to such assumptionIndemnitor. (c) Notwithstanding anything Anything in this Section 13.2 10.4 to the contrarycontrary notwithstanding, ------------ (i) if the indemnifying Indemnified Party assumes believes there is a reasonable probability that a Claim may materially and adversely affect the defense of any ClaimIndemnified Party, any indemnified party will be entitled the Indemnified Party shall have the right to participate in the defense, compromise or settlement of such Claim, provided that the Indemnitor shall not be liable for expenses of separate counsel of the Indemnified Party engaged for such purpose, unless the named parties to the action or proceeding regarding such Claim with (including any impleaded parties) include both the Indemnitor and the Indemnified Party and the Indemnified Party has been advised in writing by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnitor, in which event the Indemnified Party shall be entitled, at the Indemnitor's cost, risk and expense, to separate counsel of its own choice at its own expensechoosing, and (ii) no Person who has undertaken to defend a Claim under Section 10.4(a) --------------- hereof shall, without written consent of all Indemnified Parties, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the release by the claimant or the plaintiff of all Indemnified Parties from all Liability arising from events which allegedly give rise to such Claim.

Conditions of Indemnification of Third-Party Claims. The obligations and liabilities of an indemnifying Party under Section 13.1 and hereof the parties hereunder with respect to Damages Claims resulting from Claims the assertion of liability by Third Parties will third parties shall be subject to the following terms and conditions: (a) A. The indemnified Indemnified Party shall give prompt written notice to the indemnifying Indemnifying Party of any such Claim by a Third within 30 days after the Indemnified Party for receives notice thereof, which indemnification may be required under this Article XIII; providedwritten notice shall state the nature and basis of such Claim and, howeverif determinable, the amount thereof, provided that failure to give so notify the Indemnifying Party shall in no case prejudice the rights of the Indemnified Party under this Agreement unless the Indemnifying Party shall be prejudiced by such notice shall not relieve the indemnifying Party of its obligation to provide indemnification hereunder except, if failure and then only to the extent that of such failure materially affects prejudice. Upon receipt of notice of any such Claim from the ability of the indemnifying Party to defend the applicable suit, claim or demand. Promptly after the delivery of a notice seeking indemnification in respect of a Claim and subject to Section 13.5(c)Indemnified Party, the indemnifying Indemnifying Party may elect, by written notice to the indemnified Party, to will undertake the defense thereof, at the sole cost and expense thereof by representatives of the indemnifying Party. If the indemnifying Party chooses to defend any Claim, the indemnified Party shall cooperate with all reasonable requests of the indemnifying Party and shall make available to the indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defenseown choosing. (b) B. In the event that the indemnifying Indemnifying Party, within a reasonable time (not less than [**], or such shorter period after notice of time as is required to protect the interests of the indemnified Party) after receipt of a notice seeking indemnification, does not so elect to defend any such Claim, fails to defend the indemnified same, the Indemnified Party will shall (upon further notice to the Indemnifying Party) have the right (upon further written notice to the indemnifying Party) to undertake the defense, compromise or settlement of such Claim on behalf of and for the account and risk of the indemnifying Indemnifying Party, subject to the right of the indemnifying Indemnifying Party to assume the defense of such Claim pursuant to the terms of Section 13.2 at any time prior to settlement, compromise or final determination thereof, provided, that the indemnifying Party reimburses in full all costs of the indemnified Party (including reasonable attorney’s fees and expenses) incurred by it in connection with such defense prior to such assumption. (c) Notwithstanding anything C. Anything in this Section 13.2 Article 15 to the contrarycontrary notwithstanding, (i) if there is a reasonable probability that a Claim may materially and adversely affect the indemnifying Indemnifying Party assumes other than as a result of money damages and other money payments, the defense of any ClaimIndemnifying Party shall have the right, any indemnified party will be entitled at its own cost and expense, to participate in the defensedefend, compromise or settlement settle such Claim, and (ii) the Indemnifying Party shall not, without the Indemnified Party's written consent, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnified Party a release from all liability in respect of such Claim with counsel of its own choice at its own expenseClaim.

Conditions of Indemnification of Third-Party Claims. The respective obligations and liabilities of an indemnifying Party the Seller or Buyer (the "Indemnifying Party") to the Buyers' Indemnitees or the Sellers' Indemnitees, as the case may be, as indemnified parties (the "Indemnified Party") under Section 13.1 SECTIONS 12(a) and 12(b) hereof with respect to Damages claims resulting from Claims the assertion of liability by Third Parties will third parties shall be subject to the following terms and conditions: (ai) The indemnified Within twenty (20) days (or such earlier time as might be required to avoid prejudicing the Indemnifying Party's position) after receipt of notice of commencement of any action evidenced by service of process or other legal pleading, or with reasonable promptness after the assertion of any claim by a third party, the Indemnified Party shall give prompt the Indemnifying Party written notice to thereof together with a copy of such claim, process or other legal pleading, and the indemnifying Indemnifying Party of any Claim by a Third Party for which indemnification may be required under this Article XIII; provided, however, that failure to give such notice shall not relieve have the indemnifying Party of its obligation to provide indemnification hereunder except, if and to the extent that such failure materially affects the ability of the indemnifying Party to defend the applicable suit, claim or demand. Promptly after the delivery of a notice seeking indemnification in respect of a Claim and subject to Section 13.5(c), the indemnifying Party may elect, by written notice to the indemnified Party, right to undertake the defense thereof, thereof by representatives of its own choosing and at its own expense; provided that the sole cost Indemnified Party may participate in the defense with counsel of its own choice and at its own expense (provided that the Indemnifying Party will bear the expense of counsel for the indemnifying Party. If Indemnified Party if counsel for the indemnifying Indemnified Party chooses to defend any Claim, the indemnified Party shall cooperate with all reasonable requests could have an inconsistent or conflicting interest from that of the indemnifying Indemnifying Party and shall make or one or more legal defenses that are different from or additional to those available to the indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defenseIndemnifying Party). (bii) In If the event that the indemnifying Indemnifying Party, within a reasonable time by the thirtieth (not less than [**], or such shorter period of time as is required to protect the interests of the indemnified Party30th) day after receipt of a notice seeking indemnificationof any such claim (or, if earlier, by the tenth (10th) day preceding the day on which an answer or other pleading must be served in order to prevent judgment by default in favor of the person asserting such claim), does not so elect to defend against such Claimclaim, the indemnified Party Indemnified Party, upon further notice to the Indemnifying Party, will have the right (upon further written notice to the indemnifying Party) to undertake the defense, compromise or settlement of such Claim claim on behalf of or for the account and risk of the indemnifying Indemnifying Party and at the Indemnifying Party's expense, subject to the right of the indemnifying Indemnifying Party to assume the defense of such Claim pursuant to the terms of Section 13.2 claims at any time prior to settlement, compromise or final determination thereof, provided, that the indemnifying Party reimburses in full all costs of the indemnified Party (including reasonable attorney’s fees and expenses) incurred by it in connection with such defense prior to such assumption. (ciii) Notwithstanding anything Anything in this Section 13.2 SECTION 12(c) to the contrarycontrary notwithstanding, if the indemnifying Indemnifying Party assumes shall not settle any claim without the defense consent of any Claim, any indemnified party will be entitled to participate in the defense, compromise or Indemnified Party unless such settlement of such Claim with counsel of its own choice at its own expense.involves only the

Conditions of Indemnification of Third-Party Claims. The obligations and liabilities of an indemnifying Party Indemnitor under Section 13.1 and 8.03 hereof with respect to Damages resulting from Claims by Third Parties will Persons not party to this Agreement shall be subject to the following terms and conditions: (a) The indemnified Party shall give prompt written notice to the indemnifying Party of any Claim by a Third Party for which indemnification may be required under this Article XIII; provided, however, that failure to give such notice shall not relieve the indemnifying Party of its obligation to provide indemnification hereunder except, if and to the extent that such failure materially affects the ability of the indemnifying Party to defend the applicable suit, claim or demand. Promptly after the delivery of a notice seeking indemnification an Indemnification Notice in respect of a Claim and subject to paragraph (c) of this Section 13.5(c)8.04, the indemnifying Party Indemnitor may elect, by written notice to the indemnified Indemnified Party, to undertake the defense thereofthereof with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the indemnifying PartyIndemnitor. If the indemnifying Party Indemnitor chooses to defend any Claimclaim, the indemnified Indemnified Party shall cooperate with all reasonable requests of the indemnifying Party Indemnitor and shall make available to the indemnifying Party Indemnitor any books, records or other documents within its control that are necessary or appropriate for such defense. (b) In the event that the indemnifying PartyIndemnitor, within a reasonable time (not less than [**], or such shorter period of time as is required to protect the interests of the indemnified Party) after receipt of a notice seeking indemnificationan Indemnification Notice, does not so elect to defend such Claim, the indemnified Indemnified Party will have the right (upon further written notice to the indemnifying PartyIndemnitor) to undertake the defense, compromise or settlement of such Claim for the account of the indemnifying PartyIndemnitor, subject to the right of the indemnifying Party Indemnitor to assume the defense of such Claim pursuant to the terms of paragraph (a) of this Section 13.2 8.04 at any time prior to settlement, compromise or final determination thereof, providedPROVIDED, that the indemnifying Party Indemnitor reimburses in full all costs of the indemnified Indemnified Party (including reasonable attorney’s 's fees and expenses) incurred by it in connection with such defense prior to such assumption. (c) Notwithstanding anything Anything in this Section 13.2 8.04 to the contrarycontrary notwithstanding, (i) if the indemnifying Indemnified Party assumes reasonably believes there is a reasonable probability that a Claim may materially and adversely affect the defense of any ClaimIndemnified Party, any indemnified party will be entitled the Indemnified Party shall have the right to participate in the defense, compromise or settlement of such Claim with Claim, provided that the Indemnitor shall not be liable for expenses of separate counsel of its own choice at its own expensethe Indemnified Party engaged for such purpose, (ii) no person who has undertaken to defend a Claim under Section 8.04(a) hereof shall, without written consent of all Indemnified Parties, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the release by the claimant or the plaintiff of all Indemnified Parties from all liability arising from events which allegedly give rise to such Claim.

Conditions of Indemnification of Third-Party Claims. The obligations and liabilities of an indemnifying Party under Section 13.1 and hereof the parties hereunder with respect to Damages Losses resulting from Claims the assertion of liability by Third Parties will third parties ("THIRD PARTY CLAIMS") shall be subject to the following terms and conditions: (a) The indemnified In the event that Third Party Claim for which the Company, GAR and Air Response would be liable to a Buyer Indemnified Party hereunder, or for which Buyer would be liable to a Company Indemnified Party (the Buyer Indemnified Party or the Company Indemnified Party, as applicable being referred to as the "INDEMNIFIED PARTY" and the indemnifying party in any such event being referred to as the "INDEMNIFYING PARTY"), is asserted against or sought to be collected by a third party, the Indemnified Party shall give prompt written notice promptly notify the Indemnifying Party of such Third Party Claim, specifying to the indemnifying Party extent practicable the nature of any Claim by a such Third Party for Claim and the amount or the estimated amount thereof to the extent then feasible (which indemnification may estimate shall not be required under this Article XIIIconclusive of the final amount of such Third Party Claim) (the "CLAIM NOTICE"). The Indemnifying Party shall have 30 days from its receipt of the Claim Notice (the "NOTICE PERIOD") to notify the Indemnified Party (i) whether or not the Indemnifying Party disputes its liability to the Indemnified Party hereunder with respect to such Third Party Claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such Third Party Claim; provided, however, that failure the Indemnified Party is hereby authorized prior to give such notice and during the Notice Period to file any motion, answer or other pleading that it shall not relieve deem necessary or appropriate to protect its interests; provided further, that the indemnifying Indemnified Party of shall use its obligation reasonable efforts to provide indemnification hereunder except, if the Indemnifying Party with notice of any such filing and an opportunity to comment thereon. In the extent event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that the Indemnifying Party does not dispute such failure materially affects the ability of the indemnifying Party liability and desires to defend against such Third Party Claim, then except as hereinafter provided, the applicable suitIndemnifying Party shall have the right to defend by appropriate proceedings, claim which proceedings shall be promptly settled or demand. Promptly after the delivery prosecuted to a final conclusion in such a manner as to avoid any risk of a notice seeking indemnification in respect of a Claim and an Indemnified Party becoming subject to Section 13.5(c)liability for any other matter. If an Indemnified Party desires to participate in, the indemnifying Party but not control, any such defense or settlement it may elect, by written notice to the indemnified Party, to undertake the defense thereof, do so at the its sole cost and expense expense. If, in the reasonable opinion of an Indemnified Party, any such Third Party Claim involves an issue or matter that could have an adverse effect on the business, operations, assets, properties or prospects of an Indemnified Party or an affiliate of an Indemnified Party, such Indemnified Party shall have the right to control the defense or settlement of any such Third Party Claim, and its reasonable costs and expenses thereof shall be included as part of the indemnifying Partyindemnification obligations of the Indemnifying Party hereunder. If the indemnifying Indemnifying Party chooses disputes its liability with respect to such Third Party Claim or elects not to defend any against such Third Party Claim, whether by not giving timely notice as provided above or otherwise, then the indemnified amount of any such Third Party Claim, or, if the same be contested by the Indemnifying Party or by an Indemnified Party (but the Indemnified Party shall cooperate with all reasonable requests not have any obligation to contest any such Third Party Claim), then that portion thereof as to which such defense is unsuccessful, shall be presumptively deemed to be a liability of the indemnifying Indemnifying Party and shall make available hereunder (subject, if the Indemnifying Party has timely disputed liability, to a determination that the indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defensedisputed liability is covered by these indemnification provisions). (b) In the event that the indemnifying Party, within an Indemnified Party should have a reasonable time (not less than [**], or such shorter period of time as is required to protect the interests of the indemnified Party) after receipt of a notice seeking indemnification, claim against an Indemnifying Party hereunder that does not so elect to defend such involve a Third Party Claim, the indemnified Indemnified Party will have the right (upon further written notice shall promptly send a Claim Notice with respect to such claim to the indemnifying Indemnifying Party) to undertake the defense, compromise or settlement of such Claim for the account of the indemnifying Party, subject to the right of the indemnifying Party to assume the defense of such Claim pursuant to the terms of Section 13.2 at any time prior to settlement, compromise or final determination thereof, ; provided, that the indemnifying Party reimburses in full all costs failure to so notify shall not limit the Indemnified Party's right to indemnification under SECTION 10.1 unless such failure materially adversely affects the ability of the indemnified Indemnifying Party (including reasonable attorney’s fees to defend such claim and expenses) incurred by it in connection with such defense prior then only to such assumptionextent. If the Indemnifying Party does not notify the Indemnified Party within the Notice Period that it disputes such claim, the amount of such claim shall be presumptively deemed a liability of the Indemnifying Party hereunder. (c) Notwithstanding anything in this Section 13.2 Nothing herein shall be deemed to prevent an Indemnified Party from making a claim hereunder for potential or contingent claims or demands provided the Claim Notice sets forth the specific basis for any such potential or contingent claim or demand and the estimated amount thereof to the contrary, if the indemnifying extent then feasible and an Indemnified Party assumes the defense of any Claim, any indemnified party has reasonable grounds to believe that such a claim or demand will be entitled to participate in the defense, compromise or settlement of such Claim with counsel of its own choice at its own expensemade.

Conditions of Indemnification of Third-Party Claims. The obligations and liabilities of an indemnifying Party party under Section 13.1 and 15.1 or 15.2 hereof with respect to Damages resulting from Claims by Third Parties will be subject to the following terms and conditions:: [*Confidential treatment has been requested as to certain portions of this document. Each such portion, which has been omitted herein and replaced with a series of three asterisks [***], has been filed separately with the Securities and Exchange Commission.] (a) The indemnified Party shall give prompt written notice to the indemnifying Party of any Claim by a Third Party for which indemnification may be required under this Article XIII; provided, however, that failure to give such notice shall not relieve the indemnifying Party of its obligation to provide indemnification hereunder except, if and to the extent that such failure materially affects the ability of the indemnifying Party to defend the applicable suit, claim or demand. 15.3.1 Promptly after the delivery of a notice seeking indemnification in respect of a Claim and subject to Section 13.5(c)15.3.3, the indemnifying Party party may elect, by written notice to the indemnified Partyparty, to undertake the defense thereof, at the sole cost and expense of the indemnifying Partyparty. If the indemnifying Party party chooses to defend any Claim, the indemnified Party shall party will cooperate with all reasonable requests of the indemnifying Party party and shall will make available to the indemnifying Party party any books, records or other documents within its control that are necessary or appropriate for such defense. (b) 15.3.2 In the event that the indemnifying Partyparty, within a reasonable time (not less than [**], or such shorter period of time as is required to protect the interests of the indemnified Party) after receipt of a notice seeking indemnification, does not so elect to defend such Claim, the indemnified Party party will have the right (upon further written notice to the indemnifying Partyparty) to undertake the defense, compromise or settlement of such Claim for the account of the indemnifying Partyparty, subject to the right of the indemnifying Party party to assume the defense of such Claim pursuant to the terms of Section 13.2 15.3.1 at any time prior to settlement, compromise or final determination thereof, provided, that the indemnifying Party party reimburses in full all costs of the indemnified Party party (including reasonable attorney’s 's fees and expenses) incurred by it in connection with such defense prior to such assumption. (c) 15.3.3 Notwithstanding anything in this Section 13.2 15.3 to the contrary, if the indemnifying Party assumes the defense of any Claim, any indemnified party will be entitled to participate in (but not control) the defensedefense of any action, compromise or settlement with its own independent counsel reasonably acceptable to the indemnifying party at the sole expense of the indemnified party; provided, that, if the representation of the indemnifying party and the indemnified party by the same counsel would be a conflict of interest for such counsel, the indemnified party may elect to be represented by its own independent counsel, reasonably acceptable to the indemnifying party, without relieving the indemnifying party of its responsibility under this Article XV to defend the indemnified party by paying the reasonable fees and expenses of such Claim with separate counsel of its own choice at its own expenseto the extent properly attributable to an indemnified Claim.

Conditions of Indemnification of Third-Party Claims. The obligations and liabilities of an indemnifying Party under Section 13.1 and hereof the Parties hereunder with respect to Damages Losses resulting from Claims the assertion of liability by third parties ("Third Parties will Party Claims") shall be subject to the following terms and conditions: (a) The indemnified In the event that any claim or demand for which Seller would be liable to a Buyer Indemnified Party hereunder, or for which Xxxxx would be liable to a Seller Indemnified Party (the Buyer Indemnified Party or Seller Indemnified Party, as applicable, being referred to as the "Indemnified Party" and the indemnifying party in any such event being referred to as the "Indemnifying Party"), is asserted against or sought to be collected by a third party, the Indemnified Party shall give prompt written notice promptly notify the Indemnifying Party of such claim or demand, specifying to the indemnifying extent practicable the nature of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim or demand) (the "Claim Notice"). The Indemnifying Party shall have 30 days from its receipt of any the Claim by a Third Notice (the "Notice Period") to notify the Indemnified Party for which indemnification may be required under this Article XIII(i) whether or not the Indemnifying Party disputes its liability to the Indemnified Party hereunder with respect to such claim or demand, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim or demand; provided, however, that failure the Indemnified Party is hereby authorized prior to give such notice shall not relieve and during the indemnifying Party of its obligation Notice Period to provide indemnification hereunder exceptfile any motion, if and to the extent that such failure materially affects the ability of the indemnifying Party to defend the applicable suit, claim or demand. Promptly after the delivery of a notice seeking indemnification in respect of a Claim and subject to Section 13.5(c), the indemnifying Party may elect, by written notice to the indemnified Party, to undertake the defense thereof, at the sole cost and expense of the indemnifying Party. If the indemnifying Party chooses to defend any Claim, the indemnified Party shall cooperate with all reasonable requests of the indemnifying Party and shall make available to the indemnifying Party any books, records answer or other documents within its control pleading that are it shall deem necessary or appropriate for to protect its interests; provided further, that the Indemnified Party shall use its reasonable efforts to provide the Indemnifying Party with notice of any such defense. (b) filing and an opportunity to comment thereon. In the event that the indemnifying Party, Indemnifying Party notifies the Indemnified Party within a reasonable time (not less than [**], or such shorter period of time as is required to protect the interests of the indemnified Party) after receipt of a notice seeking indemnification, Notice Period that Indemnifying Party does not so elect dispute such liability and desires to defend against such Claimclaim or demand, then except as hereinafter provided, the indemnified Indemnifying Party will shall have the right (upon further written notice to defend by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion in such a manner as to avoid any risk of an Indemnified Party becoming subject to liability for any other matter. If an Indemnified Party desires to participate in, but not control, any such defense or settlement it may do so at its sole cost and expense. If, in the indemnifying reasonable opinion of an Indemnified Party) , any such claim or demand involves an issue or matter that could have an adverse effect on the business, operations, assets, properties or prospects of an Indemnified Party or an Affiliate of an Indemnified Party, such Indemnified Party shall have the right to undertake control the defense, compromise defense or settlement of any such Claim for claim or demand, in good faith consultation with the account Indemnifying Party, and its reasonable costs and expenses thereof shall be included as part of the indemnifying Party, subject to the right indemnification obligations of the indemnifying Indemnifying Party to assume hereunder. If the defense of such Claim pursuant to the terms of Section 13.2 at any time prior to settlement, compromise or final determination thereof, provided, that the indemnifying Indemnifying Party reimburses in full all costs of the indemnified Party (including reasonable attorney’s fees and expenses) incurred by it in connection disputes its liability with such defense prior respect to such assumption. (c) Notwithstanding anything in this Section 13.2 claim or demand or elects not to defend against such claim or demand, whether by not giving timely notice as provided above or otherwise, then the contraryamount of any such claim or demand, or, if the indemnifying same be contested by the Indemnifying Party assumes or by an Indemnified Party (but the Indemnified Party shall not have any obligation to contest any such claim or demand), then that portion thereof as to which such defense is unsuccessful, shall be presumptively deemed to be a liability of any Claimthe Indemnifying Party hereunder (subject, any indemnified party will be entitled if the Indemnifying Party has timely disputed liability, to participate in a determination that the defense, compromise or settlement of such Claim with counsel of its own choice at its own expensedisputed liability is covered by these indemnification provisions).

Conditions of Indemnification of Third-Party Claims. The obligations ---------------------------------------------------- and liabilities Liabilities of an indemnifying Party Indemnitor under Section 13.1 and 8.3 hereof with respect to ----------- Damages resulting from Claims by Third Parties will Persons not party to this Agreement shall be subject to the following terms and conditions: (a) The indemnified Party shall give prompt written notice to the indemnifying Party of any Claim by a Third Party for which indemnification may be required under this Article XIII; provided, however, that failure to give such notice shall not relieve the indemnifying Party of its obligation to provide indemnification hereunder except, if and to the extent that such failure materially affects the ability of the indemnifying Party to defend the applicable suit, claim or demand. Promptly after the delivery of a notice seeking indemnification an Indemnification Notice in respect of a Claim and subject to subsection (c) of this Section 13.5(c)8.4, if the ------------ Indemnitor shall acknowledge in writing to the Indemnified Party that the Indemnitor shall be obligated for Damages under the terms of its indemnity hereunder in connection with such lawsuit or action, the indemnifying Party Indemnitor may elect, by written notice to the indemnified Indemnified Party, to undertake the defense thereofthereof with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of Indemnitor; provided that Indemnitor shall not enter into a settlement agreement of such Claim without the indemnifying Indemnified Party's consent, which shall not be unreasonably withheld. If the indemnifying Party Indemnitor chooses to defend any Claim, the indemnified Indemnified Party shall cooperate with all reasonable requests of the indemnifying Party Indemnitor and shall make available to the indemnifying Party Indemnitor any books, records or other documents within its control that are necessary or appropriate for such defense. (b) In the event that the indemnifying PartyIndemnitor, within a reasonable time (not less than [**], or such shorter period of time as is required to protect the interests of the indemnified Party) after receipt of a notice seeking indemnificationan Indemnification Notice, does not so elect to defend such Claim or, after undertaking the defense of such Claim, fails to continue the defense of such Claim, the indemnified Indemnified Party will have the right (upon further written notice to the indemnifying PartyIndemnitor) to undertake the defense, compromise or settlement of such Claim for the account of the indemnifying PartyIndemnitor, subject to provided that, the right Indemnified Party shall not enter into a settlement or compromise of such claim without consent of the indemnifying Party to assume the defense of such Claim pursuant to the terms of Section 13.2 at any time prior to settlementIndemnitor, compromise or final determination thereof, provided, that the indemnifying Party reimburses in full all costs of the indemnified Party (including reasonable attorney’s fees and expenses) incurred by it in connection with such defense prior to such assumptionwhich will not be unreasonably withheld. (c) Notwithstanding anything Anything in this Section 13.2 8.4 to the contrarycontrary ----------- notwithstanding, (i) (i) if the indemnifying `Indemnified Party assumes believes there is a reasonable probability that a Claim may materially and adversely affect the defense of any ClaimIndemnified Party, any indemnified party will be entitled the Indemnified Party shall have the right to participate in the defense, compromise or settlement of such Claim, provided that the Indemnitor shall not be liable for expenses of separate counsel of the Indemnified Party engaged for such purpose, unless the named parties to the action or proceeding regarding such Claim with (including any impleaded parties) include both the Indemnitor and the Indemnified Party and the Indemnified Party has been advised in writing by counsel that (a) there is a conflict of interest between the Indemnitor and the Indemnified Party or (b) there are one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnitor and have not been asserted by counsel selected by the Indemnified Party, in which event the Indemnified Party shall be entitled, at the Indemnitor's cost, risk and expense, to separate counsel of its own choice at its own expensechoosing reasonably satisfactory to the Indemnitor, and (ii) no Person who has undertaken to defend a Claim under Section 8.4(a) hereof -------------- shall, without written consent of all Indemnified Parties, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the release by the claimant or the plaintiff of all Indemnified Parties from all Liability arising from events which allegedly give rise to such Claim.

Conditions of Indemnification of Third-Party Claims. The obligations --------------------------------------------------- and liabilities of an indemnifying Party Indemnitor under Section 13.1 and 8.03 hereof with respect to Damages resulting from Claims by Third Parties will persons not party to this Agreement shall be subject to the following terms and conditions: (a) The indemnified Party shall give prompt written notice to the indemnifying Party of any Claim by a Third Party for which indemnification may be required under this Article XIII; provided, however, that failure to give such notice shall not relieve the indemnifying Party of its obligation to provide indemnification hereunder except, if and to the extent that such failure materially affects the ability of the indemnifying Party to defend the applicable suit, claim or demand. Promptly after the delivery of a notice seeking indemnification an Indemnification Notice in respect of a Claim and subject to paragraph (c) of this Section 13.5(c)8.04, the indemnifying Party Indemnitor may elect, by written notice to the indemnified Indemnified Party, to undertake the defense thereofthereof with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the indemnifying PartyIndemnitor. If the indemnifying Party Indemnitor chooses to defend any Claimclaim, the indemnified Indemnified Party shall cooperate with all reasonable requests of the indemnifying Party Indemnitor and shall make available to the indemnifying Party Indemnitor any books, records or other documents within its control that are necessary or appropriate for such defense. (b) In the event that the indemnifying PartyIndemnitor, within a reasonable time (not less than [**], or such shorter period of time as is required to protect the interests of the indemnified Party) after receipt of a notice seeking indemnificationan Indemnification Notice, does not so elect to defend such Claim, the indemnified Indemnified Party will have the right (upon further written notice to the indemnifying PartyIndemnitor) to undertake the defense, compromise or settlement of such Claim for the account of the indemnifying PartyIndemnitor, subject to the right of the indemnifying Party Indemnitor to assume the defense of such Claim pursuant to the terms of paragraph (a) of this Section 13.2 8.04 at any time prior to settlement, compromise or final determination thereof, provided, provided that the indemnifying Party Indemnitor reimburses in full all costs of the indemnified Indemnified -------- Party (including reasonable attorney’s 's fees and expenses) incurred by it in connection with such defense prior to such assumption. (c) Notwithstanding anything Anything in this Section 13.2 8.04 to the contrarycontrary notwithstanding, (i) if the indemnifying Indemnified Party assumes reasonably believes there is a reasonable probability that a Claim may materially and adversely affect the defense of any ClaimIndemnified Party, any indemnified party will be entitled the Indemnified Party shall have the right to participate in the defense, compromise or settlement of such Claim with Claim, provided that the Indemnitor shall not be liable for expenses of separate counsel of its own choice at its own expensethe Indemnified Party engaged for such purpose, (ii) no person who has undertaken to defend a Claim under Section 8.04(a) hereof shall, without written consent of all Indemnified Parties, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the release by the claimant or the plaintiff of all Indemnified Parties from all liability arising from events which allegedly give rise to such Claim.