Common use of Conditions of Indemnification Clause in Contracts

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4. (b) A party claiming indemnification under this Agreement (an “Indemnified Party”) shall promptly (i) notify the party from whom indemnification is sought (the “Indemnifying Party”) of any third-party claim or claims asserted against the Indemnified Party (“Third Party Claim”) that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for the Indemnified Party’s request for indemnification under this Agreement. Except as set forth in Section 7.1, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that claim. Within 15 days after receipt of any Claim Notice (the “Election Period”), the Indemnifying Party shall notify the Indemnified Party (y) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 with respect to that Third Party Claim or (z) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that Third Party Claim. (c) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, that Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the Indemnifying Party shall not enter into any settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party). The Indemnified Party is hereby authorized, with the right to receive reimbursement of reasonable costs and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with the right to reimbursement for the reasonable costs and expense incurred thereby from the Indemnifying Party, and, on its written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party. (d) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 and if that dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 7.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d), and the Indemnifying Party shall bear its own costs and expenses with respect to that participation. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, the claim specified by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement.

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.49.05. (b) A party claiming indemnification under this Agreement (an “"Indemnified Party”") shall promptly (i) notify the party from whom indemnification is sought (the “"Indemnifying Party”") of any third-party claim or claims asserted against the Indemnified Party (“"Third Party Claim”") that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“"Claim Notice”") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that such claim) and the basis for the Indemnified Party’s 's request for indemnification under this Agreement. Except as set forth in Section 7.19.02, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that claim. Within 15 days after receipt of any Claim Notice (the “"Election Period”"), the Indemnifying Party shall notify the Indemnified Party (yi) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 IX with respect to that Third Party Claim or and (zii) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that Third Party Claim. (c) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, that Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c), 9.05(c) and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the Indemnifying Party shall not enter into any settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate Affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by in the sole discretion of that Indemnified Party). The Indemnified Party is hereby authorized, with at the right to receive reimbursement sole cost and expense of reasonable costs and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c9.05(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with at the right to reimbursement for the reasonable costs and expense incurred thereby from of the Indemnifying Party, and, on its written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party. (d) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7IX, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c9.05(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c9.05(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c9.05(c) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 IX and if that such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s 's defense pursuant to this Section 7.4 9.05 or of the Indemnifying Party’s 's participation therein at the Indemnified Party’s 's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d9.05(d), and the Indemnifying Party shall bear its own costs and expenses with respect to that such participation. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “"Indemnity Notice”") describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that such claim) and the basis of the Indemnified Party’s 's request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputesdisputes such claim, the claim specified by the Indemnified Party in the Indemnity Notice, that claim Notice shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that such claim, as provided above, that such dispute shall be resolved as provided by this Agreement proceedings in an appropriate court of competent jurisdiction if the parties do not reach a settlement of that such dispute within 30 days after notice of that a dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 IX relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement in respect of that Third Party ClaimAgreement. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e9.05(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement.

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4.follows: (ba) A Any party claiming indemnification under this the Agreement (an “"Indemnified Party”") shall promptly (and, in the event, at least ten (10) days prior to the due date for any responsive pleadings, filings or other documents) (i) notify the party from for whom indemnification is sought (the “"Indemnifying Party”) of any third-party claim or claims asserted against the Indemnified Party (“"Third Party Claim”") that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“"Claim Notice”") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that such claim (if any), an estimate of the amount of damages Damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for of the Indemnified Party’s 's request for indemnification under this Agreement. Except as set forth in Section 7.1, the The failure to promptly deliver a Claim Notice shall not relieve the any Indemnifying Party of its obligations to the any Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that such claim. Within 15 thirty (30) days after receipt of any Claim Notice (the “"Election Period”"), the Indemnifying Party shall notify the Indemnified Party (yx) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 XIV with respect to that such Third Party Claim or and (zy) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the such Indemnifying Party, to defend the Indemnified Party against that such Third Party Claim. (cb) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its their sole cost and expense, that with counsel reasonably acceptable to such Indemnified Party, such Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c14.3(b). Except as set forth in Section 14.3(f) below, and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the Indemnifying Party shall not enter into have full control of such defense and proceedings, including any compromise or settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party)thereof. The Indemnified Party is hereby authorized, with at the right to receive reimbursement sole cost and expense of reasonable costs and expenses incurred thereby from the Indemnifying PartyParty (but only if the Indemnified Party is entitled to indemnification hereunder), to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party. If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and their counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, the making of any related counterclaim against the person asserting the Third Party Claim or any cross-complaint against any person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c14.3(b) and will shall bear its own costs and expenses with respect to that such participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which that are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with the right to reimbursement for the reasonable costs and expense incurred thereby from the Indemnifying Party, and, on its written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party. (d) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 and if that dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 7.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d), and the Indemnifying Party shall bear its own costs and expenses with respect to that participation. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, the claim specified by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement.may

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4.follows: (ba) A Any party claiming indemnification under this the Agreement (an “"Indemnified Party”") shall promptly (and, in the event, at least ten (10) days prior to the due date for any responsive pleadings, filings or other documents) (i) notify the party from for whom indemnification is sought (the “"Indemnifying Party”) of any third-party claim or claims asserted against the Indemnified Party (“"Third Party Claim”") that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“"Claim Notice”") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that such claim (if any), an estimate of the amount of damages Damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for of the Indemnified Party’s 's request for indemnification under this Agreement. Except as set forth in Section 7.1, the The failure to promptly deliver a Claim Notice shall not relieve the any Indemnifying Party of its obligations to the any Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that such claim. Within 15 thirty (30) days after receipt of any Claim Notice (the “"Election Period”"), the Indemnifying Party shall notify the Indemnified Party (yx) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 XIV with respect to that such Third Party Claim or and (zy) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the such Indemnifying Party, to defend the Indemnified Party against that such Third Party Claim. (cb) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its their sole cost and expense, that with counsel reasonably acceptable to such Indemnified Party, such Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c14.3(b). Except as set forth in Section 14.3(f) below, and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the Indemnifying Party shall not enter into have full control of such defense and proceedings, including any compromise or settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party)thereof. The Indemnified Party is hereby authorized, with at the right to receive reimbursement sole cost and expense of reasonable costs and expenses incurred thereby from the Indemnifying PartyParty (but only if the Indemnified Party is entitled to indemnification hereunder), to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party. If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and their counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, the making of any related counterclaim against the person asserting the Third Party Claim or any cross-complaint against any person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c14.3(b) and will shall bear its own costs and expenses with respect to that such participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which that are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with at the right to reimbursement for the reasonable costs and expense incurred thereby from of the Indemnifying Party, and, on its and upon written notification of that employmentthereof, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party; provided further that the Indemnifying Party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for the Indemnified Party, which firm shall be designated in writing by the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall be prohibited from confessing or settling any criminal allegations brought against the Indemnified Party without the express written consent of the Indemnified Party. (dc) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party within the Election Period that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) 14.3(b), or (ii) if the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c14.3(b) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings, provided, however, that the Indemnified Party may not enter into, without the Indemnifying Party's consent, which shall not be unreasonably withheld, any compromise or settlement of such Third Party Claim. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its their potential liability to the Indemnified Party under this Article 7 XIV and if that such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s 's defense pursuant to this Section 7.4 or of the Indemnifying Party’s 's participation therein at the Indemnified Party’s 's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d14.3(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation; provided, however, that participationif the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnifying Party has been advised by counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the Indemnified Party, then the Indemnifying Party may employ separate counsel and upon written notification thereof, the Indemnified Party shall not have the right to assume the defense of such action on behalf of the Indemnifying Party. (ed) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “"Indemnity Notice”") describing in reasonable detail the nature of the claim, an estimate of the amount of Damages damages attributable to that such claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s 's request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 sixty (60) days from its receipt of the Indemnity Notice that the Indemnifying Party disputesdisputes such claim, the claim specified by the Indemnified Party in the Indemnity Notice, that claim Notice shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that such claim, as provided above, that such dispute shall be resolved as provided by this Agreement litigation in an appropriate court of competent jurisdiction if the parties do not reach a settlement of that such dispute within 30 thirty (30) days after notice of that a dispute is given. (fe) Payments of all amounts owing by an any Indemnifying Party pursuant to this Article 7 XIV relating to a Third Party Claim shall be made within 30 thirty (30) days after the latest of (i) the settlement of that such Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that such Third Party Claim Claim, or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement in respect of that Third Party ClaimAgreement. Payments of all amounts owing by an the Indemnifying Party pursuant to Section 7.4(e14.3(d) shall be made within 30 thirty (30) days after the later of (i) the expiration of the 3060-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement. (f) The Indemnifying Party shall provide the Indemnified Party with written notice of any firm offer that is made to settle or compromise a Third Party Claim against an Indemnified Party. If a firm offer is made to settle such a claim solely by the payment of money damages and the Indemnifying Party notifies the Indemnified Party in writing that the Indemnifying Party agrees to such settlement, but the Indemnified Party elects not to accept and agree to it, the Indemnified Party may continue to contest or defend such Third Party Claim and, in such event, the total maximum liability of the Indemnifying Party to indemnify or otherwise reimburse the Indemnified Party hereunder with respect to such a claim shall be limited to and shall not exceed the amount of such settlement offer, plus reasonable out-of-pocket costs and reasonable expenses (including reasonable attorneys' fees and disbursements) to the date of notice that the Indemnifying Party desired to accept such settlement. (g) Notwithstanding any provision herein to the contrary, the obligation of an Indemnifying Party to provide indemnification to an Indemnified Party for breach of any representation or warranty as provided in Sections 14.1(a) or 14.2(a) hereof shall not take effect unless and until the Damages asserted against or incurred in the aggregate and on a collective basis by the Indemnified Parties pursuant to either Section 14.1 or 14.2 (as applicable) as a result of such a breach or breaches exceeds $100,000.

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4. (b) A party claiming indemnification under this Agreement (an “Indemnified Party”) shall promptly (i) notify the party from whom indemnification is sought (the “Indemnifying Party”) of any third-party claim or claims asserted against the Indemnified Party (“Third Party Claim”) that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for the Indemnified Party’s request for indemnification under this Agreement. Except as set forth in Section 7.1, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that claim. Within 15 days after receipt of any Claim Notice (the “Election Period”), the Indemnifying Party shall notify the Indemnified Party (y) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 with respect to that Third Party Claim or (z) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that Third Party Claim. (c) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, that Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the Indemnifying Party shall not enter into any settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party). The Indemnified Party is hereby authorized, with the right to receive reimbursement of reasonable costs and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with the right to reimbursement for the reasonable costs and expense incurred thereby from the Indemnifying Party, and, on its written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party. (d) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 and if that dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 7.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d), and the Indemnifying Party shall bear its own costs and expenses with respect to that participation. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, the claim specified by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement.the

Conditions of Indemnification. (a) All claims for indemnification ----------------------------- under this Agreement shall be asserted and resolved as follows in this Section 7.4.9.4: (ba) A party claiming indemnification under this Agreement (an “"Indemnified Party”") shall promptly (i) notify the party from whom indemnification is sought (the “"Indemnifying Party”") of any third-party claim or claims asserted against the Indemnified Party (“"Third Party Claim”") that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“"Claim Notice”") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that claim (if any), an estimate of the amount of damages Damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that such claim) ), and the basis for the Indemnified Party’s 's request for indemnification under this Agreement. Except as set forth in Section 7.19.1, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim Claim, except to the extent that the resulting delay is materially prejudicial to the defense of that claim. Within 15 30 days after receipt of any Claim Notice (the “"Election Period”"), the Indemnifying Party shall notify the Indemnified Party (y) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 9 with respect to that Third Party Claim or (z) and, if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that Third Party Claim. (cb) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, that Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c), 9.4(b) and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the Indemnifying -------- ------- Party shall not enter into any settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict restricts in any way, any Indemnified Party or any affiliate Affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by in the sole discretion of that Indemnified Party). The Indemnified Party is hereby authorized, with at the right to receive reimbursement sole cost and expense of reasonable costs and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer answer, or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Partyinterests. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c9.4(b) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to -------- ------- any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which that are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with at the right to reimbursement for the reasonable costs and expense incurred thereby from of the Indemnifying Party, and, on its written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party. (dc) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 79, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c9.4(a) or (Cc) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c9.4(b) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c9.4(b) but fails to prosecute diligently and promptly to prosecute or otherwise dispose of or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 9 and if that such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s 's defense pursuant to this Section 7.4 9.4 or of the Indemnifying Party’s 's participation therein at the Indemnified Party’s 's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d9.4(c), and the Indemnifying Party shall bear its own costs and expenses with respect to that such participation. (ed) In the event If any Indemnified Party should have has a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “"Indemnity Notice”") describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that such claim) ), and the basis of the Indemnified Party’s 's request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 30 days from its receipt of the Indemnity Notice that the Indemnifying Party disputesdisputes such claim, the claim specified by the Indemnified Party in the Indemnity Notice, that claim Notice shall conclusively be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that such claim, as provided above, that such dispute shall may be resolved as provided by this Agreement proceedings in an appropriate court of competent jurisdiction if the parties do not reach a settlement of that such dispute within 30 days after notice of that a dispute is given. (fe) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 9 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim Claim, or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement in respect of that Third Party ClaimAgreement. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e9.4(d) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement.

Conditions of Indemnification. (a) All claims for indemnification under this Agreement (except Article VII) shall be asserted and resolved as follows in this Section 7.416.4. The provisions of Article XVI shall be the sole manner by which the Indemnified Party shall assert any claim against the Indemnifying Party that does not involve a Third Party Claim, including without limitation any claim for breach of this Agreement. (b) A party claiming indemnification under this Agreement (an “"Indemnified Party”") shall promptly (i) notify the party from whom indemnification is sought (the “"Indemnifying Party”") of any third-party claim or claims asserted against the Indemnified Party (“"Third Party Claim”") that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“"Claim Notice”") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that such claim) and the basis for the Indemnified Party’s 's request for indemnification under this Agreement. Except as set forth in Section 7.116.1, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that claim. Within 15 days after receipt of any Claim Notice (the “"Election Period”"), the Indemnifying Party shall notify the Indemnified Party (yi) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 XVI with respect to that Third Party Claim or and (zii) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that Third Party Claim. (c) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, that Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c), 16.4(c) and the Indemnified Party will furnish the Indemnifying Party with all information in its possession possession, subject to a confidentiality agreement, with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the Indemnifying Party shall not enter into any settlement with respect to any Third Party Claim that (i) purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate Affiliate of any Indemnified Party Party, (ii) involves a guilty plea to any crime or (iii) involves a fine or penalty, whether or not paid by the Indemnifying Party, without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by in the sole discretion of that Indemnified Party). The Indemnified Party is hereby authorized, with at the right to receive reimbursement sole cost and expense of reasonable costs and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c16.4(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with at the right to reimbursement for the reasonable costs and expense incurred thereby from of the Indemnifying PartyParty (provided that such expenses are reasonable), and, on its written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party. (d) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7XVI, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c16.4(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c16.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c16.4(c) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (provided that such expenses are reasonable) (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 XVI and if that such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s 's defense pursuant to this Section 7.4 16.4 or of the Indemnifying Party’s 's participation therein at the Indemnified Party’s 's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d16.4(d), and the Indemnifying Party shall bear its own costs and expenses with respect to that such participation. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “"Indemnity Notice”") describing in reasonable detail the nature of the claim, an estimate of the amount of Damages damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that such claim) and the basis of the Indemnified Party’s 's request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputesdisputes such claim, the claim specified by the Indemnified Party in the Indemnity Notice, that claim Notice shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that such claim, as provided above, that such dispute shall be resolved as provided by this Agreement proceedings in an appropriate court of competent jurisdiction if the parties do not reach a settlement of that such dispute within 30 days after notice of that a dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 XVI relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement in respect of that Third Party ClaimAgreement. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e16.4(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement.

Conditions of Indemnification. (a) All claims Claims for indemnification under this Agreement Section 8.2 or Section 8.3 shall be asserted and resolved as follows in this Section 7.48.4 provides. (b) A party claiming indemnification under this Agreement In the event a Party (an “Indemnified Party”) shall promptly (i) notify believes in good faith that it has suffered or incurred Damages or (ii) learns of or receives notice of any commencement of any Proceeding, the party written assertion of any Third-Party Claim or the imposition of any penalty, assessment or judgment, in each case for which indemnity may be sought pursuant to Section 8.2 or Section 8.3, and such Party intends to seek indemnity from whom indemnification is sought another Party (the “Indemnifying Party”) of any third-party claim pursuant to Section 8.2 or claims asserted against the Section 8.3, such Indemnified Party (“Third Party Claim”) that could give rise to a right of indemnification under this Agreement and (ii) transmit to shall provide the Indemnifying Party (or, if the Indemnifying Party is a Seller, the Seller) with written notice (a “Claim Notice”), which, in the case of a Claim Notice involving a Proceeding, Third-Party Claim, penalty, assessment or judgment shall be delivered reasonably promptly after the Indemnified Party receives written notice of such Proceeding, Third-Party Claim, penalty, assessment or judgment; provided, however, that any Claim Notice must be received by the Indemnifying Party (or, if the Indemnifying Party is a Seller, the Seller) describing in reasonable detail prior to the nature expiration of the Third Party applicable Survival Period. Each Claim Notice shall describe, with as much detail as is reasonably practicable, the basis of the Claim, a copy of all papers served with respect to that claim Claim (if any)) and all other material written evidence thereof, an estimate of the amount of damages attributable to the Third Party that Claim to the extent feasible (which estimate shall will not be conclusive of the final amount of that claimClaim) and the basis for the Indemnified Party’s request for indemnification under this Agreement. Except as set forth in Section 7.1, the The failure to promptly deliver a Claim Notice shall will not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Third-Party Claim except (i) unless the Indemnified Party fails to deliver a valid Claim Notice prior to expiration of the applicable Survival Period or (ii) unless and only to the extent that the resulting delay Indemnifying Party is materially prejudicial prejudiced thereby. (c) Upon receipt of a Claim Notice from an Indemnified Party with respect to a Third-Party Claim, the Indemnifying Party may elect to assume and control the defense of that claimany such Third-Party Claim or any Proceeding resulting therefrom. Within 15 days after receipt After notice from the Indemnifying Party to the Indemnified Person of its election to assume and control the defense of a Third-Party Claim or any Claim Notice (the “Election Period”)Proceeding resulting therefrom, the Indemnifying Party shall notify the Indemnified Party (y) whether not, so long as the Indemnifying Party disputes its potential liability diligently conducts such defense, be liable to the Indemnified Party under this Article 7 VIII for any fees of other counsel or any other expenses with respect to that Third the defense of such Third-Party Claim or (z) if the Indemnifying Party does not dispute its potential liability to Claim, in each case subsequently incurred by the Indemnified Party in connection with respect to that Third the defense of such Third-Party Claim, whether except as otherwise provided by this Section 8.4(c). In the event that an Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that Third Party Claim. (c) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume assumes the defense of the Third a Third-Party Claim, then the Indemnifying Party shall will have the right to take such action as it deems necessary to avoid, dispute, defend, at its sole cost and expense, that Third appeal or make counterclaims pertaining to any such Third-Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by in the Indemnifying Party to a final conclusion or settled at the discretion name and on behalf of the Indemnifying Party in accordance with this Section 7.4(c)Indemnified Party, and the Indemnified Party will furnish the Indemnifying Party with all information in its possession possession, custody or control with respect to that Third such Third-Party Claim and otherwise reasonably cooperate with the Indemnifying Party in the defense all aspects of that Third any investigation, defense, pretrial activities, trial, compromise, settlement or discharge of such Third-Party Claim, including by providing the party with all reasonably requested information and reasonable access to employees and officers (including as witnesses) and the right to inspect and copy documents and records or other information; provided, however, that the Indemnifying Party shall will not consent to any judgment or enter into any settlement with respect to any Third Third-Party Claim that purports does not include as an unconditional term thereof the giving by the claimant or plaintiff to limit such Indemnified Party of a full and unconditional release from all liability in respect of such claim or litigation. Neither the activities ofIndemnifying Party nor the Indemnified Party shall settle, compromise or otherwise restrict make any other disposition of any Third-Party Claim which would or might result in any way, any liability to the Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party). The Indemnified Party is hereby authorized, with the right to receive reimbursement of reasonable costs and expenses incurred thereby from the Indemnifying Party, respectively, under this Article VIII without the written consent of such other Party (which shall not be unreasonably withheld, delayed or conditioned) unless the sole relief provided is monetary damages that are paid in full by the Party agreeing to filesuch settlement, during the Election Period, any motion, answer compromise or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Partydisposition. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Third-Party Claim controlled by the Indemnifying Party pursuant to controls under this Section 7.4(c8.4(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised in writing by counsel that there may be is a conflict of interest which renders it inadvisable for one or more legal defenses available firm to it which are different from or additional to those available to represent the Indemnified Party and the Indemnifying Party, then the Indemnified Party may employ separate counsel with the right to reimbursement for at the reasonable costs and expense incurred thereby from of the Indemnifying PartyParty (provided, that such counsel is limited to one separate firm of attorneys, in addition to one local counsel firm), and, on its written notification of that employment, the Indemnifying Party shall will not have the right to assume or continue the defense of such that action on behalf of the Indemnified Party. The provisions of this Section 8.4(c) shall not apply to Tax Contests, which shall be governed by the provisions of Section 5.7(g). (d) If Notwithstanding Section 8.4(c), if (i) the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(cunder this Article VIII, (ii) or (C) the Indemnifying Party fails to promptly notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant under Section 8.4(c), (iii) the Indemnifying Party does not continue to Section 7.4(cdiligently pursue the defense of the Third-Party Claim following notice of election to defend, (iv) or (ii) elects to defend a Buyer Indemnitee is the Indemnified Party pursuant and the anticipated Buyer Indemnified Losses in respect of such Third-Party Claim would, or would reasonably be expected to, exceed the then-remaining balance of the Indemnity Escrow Funds (reduced by the aggregate amount of all Reserved Amounts), (v) the Third-Party Claim seeks injunctive or other nonmonetary relief against the Indemnified Party, (vi) the Third-Party Claim involves a material customer or supplier of the Indemnified Party or (vii) the Third-Party Claim relates to Section 7.4(c) but fails diligently and promptly to prosecute or settle the Third Party Claimarises in connection with any criminal proceeding, indictment, allegation, investigation or other Proceeding, then the Indemnified Party shall will have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Third-Party Claim by such actions as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to such Third-Party Claim; provided, however, the Indemnified Party will not enter into any settlement with respect to any Third-Party Claim that would result in payment of an amount for which the Indemnifying Party would be liable under this Article VIII without the prior consent of that Indemnifying Party (which consent shall not be unreasonably withheld, delayed or conditioned). If the Indemnified Party is, directly or indirectly, conducting the defense against any Third-Party Claim, then the Indemnifying Party will cooperate in all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted reasonable respects with the conduct of such defense by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 and if that dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 7.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to controls under this Section 7.4(d8.4(d), and the Indemnifying Party shall will bear its own costs and expenses with respect to that participation. (e. The provisions of this Section 8.4(d) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not apply to Tax Contests, which shall be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, the claim specified governed by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability provisions of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is givenSection 5.7(g). (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement.

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4.follows: (b) a. A party claiming indemnification under this Agreement (an “"Indemnified Party”") shall promptly (and, in any event, at least ten (10) days prior to the due date for any responsive pleadings, filings or other documents) (i) notify the party from whom indemnification is sought (the “"Indemnifying Party”") of any third-party claim or claims asserted against the Indemnified Party (“"Third Party Claim”") that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“"Claim Notice”") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that such claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for of the Indemnified Party’s 's request for indemnification under this Agreement. Except as set forth in Section 7.116.6, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that such claim. Within 15 thirty (30) days after receipt of any Claim Notice (the “"Election Period”"), the Indemnifying Party shall notify the Indemnified Party (yi) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 with respect to that Third Party Claim or (z) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that Third Party Claim. (c) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, that Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the Indemnifying Party shall not enter into any settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party). The Indemnified Party is hereby authorized, with the right to receive reimbursement of reasonable costs and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with the right to reimbursement for the reasonable costs and expense incurred thereby from the Indemnifying Party, and, on its written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party. (d) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 and if that dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 7.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d), and the Indemnifying Party shall bear its own costs and expenses with respect to that participation. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, the claim specified by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement.the

Conditions of Indemnification. 8.5.1 In the event the Purchaser or the Company has a reasonable good faith basis for asserting a claim for Damages, such party shall give prompt written notice to the other parties hereto briefly setting forth the basis of the claim and the amount thereof (or, if not then determinable, a reasonable good faith estimate of the amount thereof) in reasonable detail; provided, that the failure to provide such notice in a timely fashion shall not affect the right of the indemnified party unless and only to the extent that the indemnifying party is actually prejudiced thereby. 8.5.2 The obligations and liabilities of the Company and Purchaser with respect to claims made by third parties shall be subject to the following terms and conditions: (a) All claims for indemnification under this Agreement The indemnified party will give the indemnifying party prompt notice of any such claim as set forth in subpart (a) above; provided, that the failure to provide such notice in a timely fashion shall be asserted not affect the right of the indemnified party unless and resolved as follows in this Section 7.4only to the extent that the indemnifying party is actually prejudiced thereby, and the indemnifying party shall have the right to undertake the defense thereof by representatives chosen by it by giving written notice to that effect within twenty (20) business days of receiving notice of the third-party claim. (b) A The indemnified party claiming indemnification under this Agreement (an “Indemnified Party”) shall promptly (i) notify have the party from whom indemnification is sought (right to participate in the “Indemnifying Party”) defense or other disposition of any third-party claim claim, but the indemnifying party shall not be liable for any legal fees or claims asserted against expenses subsequently incurred by the Indemnified Party indemnified party in connection with the defense thereof unless (“Third Party Claim”i) that could give rise the indemnifying party agreed to a right of indemnification under this Agreement pay such fees and expenses, (ii) transmit the indemnifying party shall have failed to employ counsel reasonably satisfactory to the Indemnifying Party indemnified party in a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claimtimely manner, a copy of all papers served with respect to that claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for the Indemnified Party’s request for indemnification under this Agreement. Except as set forth in Section 7.1, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that claim. Within 15 days after receipt of any Claim Notice (the “Election Period”), the Indemnifying Party shall notify the Indemnified Party (y) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 with respect to that Third Party Claim or (ziii) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that Third Party Claim. (c) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party indemnified party shall have the right to defend, at its sole cost and expense, that Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the Indemnifying Party shall not enter into any settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party). The Indemnified Party is hereby authorized, with the right to receive reimbursement of reasonable costs and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel (either that was employed by the indemnifying party or one of its own choosing) that representation of the indemnified party by counsel provided by the indemnifying party pursuant to the foregoing would be inappropriate due to actual or potential conflicting interests between the indemnifying party and the indemnified party, including situations in which there may be are one or more legal defenses available to it which the indemnified party that are different from or additional to those available to the Indemnifying Partyindemnifying party. Neither the indemnified party nor the indemnifying party may settle any claim without the prior written consent of the other, then which consent shall not be unreasonably withheld or delayed. (c) Anything in this Section 8 to the Indemnified Party contrary notwithstanding, (i) if there is a reasonable probability that a claim may employ separate counsel with materially and adversely affect the right to reimbursement for the reasonable costs and expense incurred thereby from the Indemnifying Party, and, on its written notification indemnified party other than as a result of that employmentmoney damages or other money payments, the Indemnifying Party indemnified party shall not have the right right, at its own cost and expense, to assume defend, compromise or continue settle such claim upon prior notification to the defense indemnifying party of its intent to do so; provided, however, that if such claim is settled without the indemnifying party's consent, the indemnified party shall be deemed to have waived all rights hereunder against the indemnifying party for money damages arising out of such action on behalf claim, and (ii) the indemnifying party shall not, without the written consent of the Indemnified Partyindemnified party, settle or compromise any claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the indemnified party a release from all liability in respect to such claim. (d) If In connection with any indemnification claim, the Indemnifying Party (i) within indemnified party shall give the Election Period (A) disputes its potential liability indemnifying party reasonable access to the Indemnified Party under this Article 7books, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently records and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense assets of the Indemnifying Party indemnified party which relate to the act, omission or occurrence giving rise to such Damages and the right, upon prior notice during normal business hours, to interview any appropriate personnel of the indemnified party with respect thereto and the indemnified party otherwise shall cooperate with the indemnifying party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoingits insurance company, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 and if that dispute is resolved applicable) in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 7.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, defending any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d), and the Indemnifying Party shall bear its own costs and expenses with respect to that participationthird-party claim. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, the claim specified by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement.

Conditions of Indemnification. The obligations and liabilities of Seller and Purchaser, as the case may be, under Section 8.10 (herein referred to as the "Indemnifying Party"), with respect to Claims made by third parties shall be subject to the following terms and conditions: (a) All claims for indemnification Upon obtaining knowledge thereof, the person to whom such Claim relates (the "Indemnified Party") shall promptly notify the Indemnifying Party of such Claim; but the omission so to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability it may have to the Indemnified Party under this Agreement shall be asserted Section 8.10 unless, and resolved as follows only to the extent that, such omission so to notify results in this Section 7.4the loss of substantive rights or defenses. (b) A party claiming indemnification under this Agreement (an “Indemnified Party”) shall promptly (i) notify the party from whom indemnification is sought (the “Indemnifying Party”) of any third-party claim or claims asserted against the Indemnified Party (“Third Party Claim”) that could give rise to a right of indemnification under this Agreement and (ii) transmit to If the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for the Indemnified Party’s request for indemnification under this Agreement. Except as set forth in Section 7.1, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of acknowledges its obligations to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that claim. Within 15 days after receipt of any Claim Notice (the “Election Period”)indemnify and hold harmless hereunder, the Indemnifying Party shall notify have the Indemnified Party (y) whether the Indemnifying Party disputes its potential liability right to employ such counsel as is reasonably acceptable to the Indemnified Party under this Article 7 with respect to defend any such Claim asserted against the Indemnified Party; provided, however, that Third Party Claim or (z) if the defendants in any such action include both the Indemnifying Party does not dispute its potential liability and the Indemnified Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses or rights available to the Indemnified Party which are substantially different from or in actual or potential conflict with respect those available to that Third Party Claim, whether the Indemnifying Party, the Indemnified Party desires, shall have the right to select one law firm to act at the sole cost and Indemnifying Party's expense as separate counsel, on behalf of such Indemnified Party (or, if there be more than one, all Indemnified Parties). The Indemnified Party shall have the right to participate in the defense of any such Claim. The Indemnified Party shall not settle any Claim without the consent of the Indemnifying Party, . The Indemnified Party shall make available to defend the Indemnifying Party and its representatives all records and other material required by them for their use in contesting any Claim asserted by a third party against the Indemnified Party against that Third Party ClaimParty. (c) If the Indemnifying Party does not dispute its potential liability Anything in this Section 8.11 to the contrary notwithstanding, (i) if there is a reasonable probability that a Claim may materially and adversely affect an Indemnified Party and notifies the other than as a result of money damages or other money payments, such Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole own cost and expense, that Third Party and to compromise or settle such Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by with the Indemnifying Party to a final conclusion or settled at the discretion consent of the Indemnifying Party in accordance with this Section 7.4(c)Party, and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that (ii) the Indemnifying Party shall not enter into any settlement with respect to any Third Party Claim that purports to limit the activities ofnot, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior written consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party). The Indemnified Party is hereby authorized, with the right to receive reimbursement of reasonable costs and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and settle or compromise any Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which are different of a release from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with the right to reimbursement for the reasonable costs and expense incurred thereby from the Indemnifying Party, and, on its written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense all liability in respect of such action on behalf of the Indemnified PartyClaim. (d) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoingshall, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 and if that dispute is resolved in favor upon learning of the Indemnifying Partyexistence of a Claim or any other event which is likely to result in Damages, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 7.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for take all reasonable costs and expenses of actions to mitigate such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d), and the Indemnifying Party shall bear its own costs and expenses with respect to that participationDamages. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, the claim specified by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement.

Conditions of Indemnification. The obligations and liabilities of the Company, the Stockholders and Buyer hereunder with respect to their respective indemnities pursuant to this Article 10, resulting from any Third Party Claim shall be subject to the following terms and conditions: (a) All claims for The party seeking indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4. (b) A party claiming indemnification under this Agreement (an “the "Indemnified Party”") shall promptly (i) notify must give the other party from whom indemnification is sought (the “"Indemnifying Party”) "), notice of any third-party claim Third Party Claim which is asserted against, resulting to, imposed upon or claims asserted against incurred by the Indemnified Party (“Third Party Claim”) that could and which may give rise to a right liability of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice pursuant to this Article 10, stating (“Claim Notice”to the extent known or reasonably anticipated) describing in reasonable detail the nature and basis of the Third Party Claim, a copy of all papers served with respect to that claim (if any), an estimate of the amount of damages attributable to the such Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for the Indemnified Party’s request for indemnification under this Agreement. Except as set forth in Section 7.1, amount thereof; provided that the failure to promptly deliver a Claim Notice give such notice shall not relieve affect the Indemnifying Party rights of its obligations to the Indemnified Party with respect to the related Third Party Claim hereunder except to the extent that the resulting delay is materially prejudicial to the defense of that claim. Within 15 days after receipt of any Claim Notice (the “Election Period”), the Indemnifying Party shall notify the Indemnified Party (y) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 with respect to that Third Party Claim or (z) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense have suffered actual material damage by reason of the Indemnifying Party, to defend the Indemnified Party against that Third Party Claimsuch failure. (cb) If the Indemnifying Party does not dispute its potential liability Subject to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party ClaimSection 10.04(c) below, then the Indemnifying Party shall have the right to defendundertake, at by counsel or other representatives of its sole cost and expenseown choosing, that the defense of such Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by at the Indemnifying Party to a final conclusion or settled at Party's risk and expense. (c) In the discretion of the Indemnifying Party in accordance with this Section 7.4(c), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to event that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that (i) the Indemnifying Party shall elect not enter into to undertake such defense, (ii) within a reasonable time after notice from the Indemnified Party of any settlement with respect such Third Party Claim, the Indemnifying Party shall fail to any undertake to defend such Third Party Claim, (iii) there is a reasonable probability that such Third Party Claim that purports to limit may materially and adversely affect the activities ofIndemnified Party other than as a result of money damages or other money payments, or otherwise restrict in any way(iv) there is a reasonable probability that the amount of Losses asserted under such Third Party Claim may exceed the Indemnifying Party's obligations under this Article 10, any Indemnified Party or any affiliate of any Indemnified Party without then the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by upon further written notice to the Indemnified Indemnifying Party). The Indemnified Party is hereby authorized, with ) shall have the right to receive reimbursement undertake the defense, compromise or settlement of reasonable costs and expenses incurred thereby from the Indemnifying Partysuch Third Party Claim, to file, during the Election Period, any motion, answer by counsel or other pleadings that representatives of its own choosing, on behalf of and for the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those account and risk of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any Indemnified Party undertakes defense of such action Third Party Claim under clause (including any impleaded partiesiv) include both above, the Indemnified Party shall not, without the Indemnifying Party's written consent (which consent shall not be unreasonably withheld), settle such Third Party Claim if the Indemnifying Party and will be responsible for any amounts under such settlement. In the Indemnified Party, and event that the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to undertakes the Indemnifying Party, then the Indemnified defense of a Third Party may employ separate counsel with the right to reimbursement for the reasonable costs and expense incurred thereby from the Indemnifying Party, and, on its written notification of that employmentClaim under this Section 10.04(c), the Indemnifying Party shall not have the right pay to assume or continue the defense of such action on behalf of the Indemnified Party, in addition to the other sums required to be paid hereunder, the reasonable costs and expenses incurred by the Indemnified Party in connection with such defense, compromise or settlement as and when such costs and expenses are so incurred. (d) If Anything in this Section 10.04 to the contrary notwithstanding, (i) the Indemnifying Party (i) within shall not, without the Election Period (A) disputes its potential liability Indemnified Party's written consent, settle or compromise such Third Party Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party under this Article 7, (B) elects not of a release from all liability in respect of such Third Party Claim in form and substance satisfactory to defend the Indemnified Party pursuant to Section 7.4(cParty; (ii) or (C) fails to notify in the Indemnified Party event that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control undertakes defense of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 and if that dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 7.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d), and the Indemnifying Party shall bear its own costs and expenses with respect to that participation. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall transmit have the right to participate in the Indemnifying Party a written notice defense, compromise or settlement thereof and each party and its counsel and other representatives shall cooperate with the other party and its counsel and representatives in connection therewith; and (iii) in the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice event that the Indemnifying Party disputes, the claim specified by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability undertakes defense of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that such Third Party Claim, (ii) the expiration Indemnifying Party shall have an obligation to keep the Indemnified Party informed of the period for appeal status of a final adjudication the defense of that such Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to and furnish the Indemnified Party under this Agreement in respect of with all documents, instruments and information that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreementparty shall reasonably request in connection therewith.

Conditions of Indemnification. (ai) All claims for indemnification under this Agreement The provisions of Section 13 shall be asserted and resolved as follows in the sole manner by which the Indemnified Party shall assert any claim against the Indemnifying Party, including, without limitation, any claim for breach of this Section 7.4Agreement. (bii) A party claiming indemnification under this Agreement (an “Indemnified Party”) shall promptly (iA) notify the party from whom indemnification is sought (the “Indemnifying Party”) of any third-party claim or claims asserted against the Indemnified Party (“Third Party Claim”) that could give rise to a right of indemnification under this Agreement and (iiB) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that claim Third Party Claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claimsuch Third Party Claim) and the basis for the Indemnified Party’s 's request for indemnification under this Agreement. Except as otherwise set forth in Section 7.1herein, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that claimThird Party Claim. Within 15 days after receipt of any Claim Notice (the “Election Period”), the Indemnifying Party shall notify the Indemnified Party (y1) whether the Indemnifying Party disputes its its, his or her potential liability to the Indemnified Party under this Article 7 Section 13 with respect to that Third Party Claim or and (z2) if the Indemnifying Party does not dispute its its, his or her potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that Third Party Claim. (ciii) If the Indemnifying Party does not dispute its its, his or her potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its its, his or her sole cost and expense, that Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession its, his or her possession, subject to a confidentiality agreement, with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the Indemnifying Party shall not enter into any settlement with respect to any Third Party Claim that (A) purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate Affiliate of any Indemnified Party Party, (B) involves a guilty plea to any crime (C) involves a fine or penalty, whether or not paid by the Indemnifying Party, without the prior consent of that Indemnified Party (which consent may be withheld in the sole discretion of that Indemnified Party), or (D) does not be unreasonably withheld by include a full and complete release of the Indemnified Party and its Affiliates in a form that is satisfactory to the Indemnified Party). The Indemnified Party is hereby authorized, with at the right to receive reimbursement sole cost and expense of reasonable costs and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall reasonably deem reasonably necessary or appropriate to protect its its, his or her interests or those of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c) and will bear its its, his or her own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it it, him or her which are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with at the right to reimbursement for the reasonable costs and expense incurred thereby from of the Indemnifying PartyParty (provided that such expenses are reasonable), and, on its its, his or her written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party. (div) If the Indemnifying Party (iA) within the Election Period (A1) disputes its potential liability to the Indemnified Party under this Article 7Section 13, (B2) elects not to defend the Indemnified Party pursuant to Section 7.4(c13(g)(iii) or (C3) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c13(g)(iii) or (iiB) elects to defend the Indemnified Party pursuant to Section 7.4(c13(g)(iii) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (provided that such expenses are reasonable) (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its its, his or her potential liability to the Indemnified Party under this Article 7 Section 13 and if that such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s 's defense pursuant to this Section 7.4 or of the Indemnifying Party’s 's participation therein at the Indemnified Party’s 's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d)Section, and the Indemnifying Party shall bear its its, his or her own costs and expenses with respect to that such participation. (ev) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that such claim) and the basis of the Indemnified Party’s 's request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its its, his or her receipt of the Indemnity Notice that the Indemnifying Party disputesdisputes such claim, the claim specified by the Indemnified Party in the Indemnity Notice, that claim Notice shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that such claim, as provided above, that such dispute shall be resolved as provided by this Agreement proceedings in an appropriate court of competent jurisdiction if the parties do not reach a settlement of that such dispute within 30 days after notice of that a dispute is given. (fvi) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 Section 13 relating to a Third Party Claim shall be made within 30 days after the latest of (iA) the settlement of that Third Party Claim, (iiB) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iiiC) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement in respect of that Third Party ClaimAgreement. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e13(g)(v) shall be made within 30 days after the later of (i1) the expiration of the 30-day Indemnity Notice period or (ii2) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement.

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4.follows: (b) a. A party claiming indemnification under this Agreement (an “"Indemnified Party”") shall promptly (and, in any event, at least ten (10) days prior to the due date for any responsive pleadings, filings or other documents) (i) notify the party from whom indemnification is sought (the “"Indemnifying Party”") of any third-party claim or claims asserted against the Indemnified Party (“"Third Party Claim”") that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“"Claim Notice”") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that such claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for of the Indemnified Party’s 's request for indemnification under this Agreement. Except as set forth in Section 7.114.6, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that such claim. Within 15 thirty (30) days after receipt of any Claim Notice (the “"Election Period”"), the Indemnifying Party shall notify the Indemnified Party (yi) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 14 with respect to that such Third Party Claim or and (zii) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that such Third Party Claim. (c) b. If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, that such Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c14.3(b), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the . The Indemnifying Party shall not enter into have full control of such defense and proceedings, including any compromise or settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party)thereof. The Indemnified Party is hereby authorized, with at the right to receive reimbursement sole cost and expense of reasonable costs and expenses incurred thereby from the Indemnifying PartyParty (but only if the Indemnified Party is entitled to indemnification hereunder), to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party (it being understood and agreed that if an Indemnified Party takes any such action that is prejudicial and causes a final adjudication that is adverse to the Indemnifying Party, the Indemnifying Party shall be relieved of its obligations hereunder with respect to such Third Party Claim). If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, the making of any related counterclaim against the person asserting the Third Party Claim or any cross-complaint against any person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c14.3(b) and will shall bear its own costs and expenses with respect to that such participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which that are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with at the right to reimbursement for the reasonable costs and expense incurred thereby from of the Indemnifying Party, and, on its and upon written notification of that employmentthereof, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party; provided further that the Indemnifying Party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for the Indemnified Party, which firm shall be designated in writing by the Indemnified Party. (d) c. If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party within the Election Period that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) 14.3(b), or (ii) if the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c14.3(b) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings, provided, however, that the Indemnified Party may not enter into, without the Indemnifying Party's consent, which shall not be unreasonably withheld, any compromise or settlement of such Third Party Claim. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 14 and if that such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Indemnifying Party’s 's defense pursuant to this Section 7.4 or of the Indemnifying Party’s 's participation therein at the Indemnified Party’s 's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, control any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d14.3(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation; provided, however, that participationif the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnifying Party has been advised by counsel that there may be one or more legal defenses available to the Indemnified Party, then the Indemnifying Party may employ separate counsel and upon written notification thereof, the Indemnified Party shall not have the right to assume the defense of such action on behalf of the Indemnifying Party. (e) d. In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “"Indemnity Notice”") describing in reasonable detail the nature of the claim, an estimate of the amount of Damages damages attributable to that such claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s 's request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 sixty (60) days from its receipt of the Indemnity Notice that the Indemnifying Party disputesdisputes such claim, the claim specified by the Indemnified Party in the Indemnity Notice, that claim Notice shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that such claim, as provided above, that such dispute shall be resolved by mediation or arbitration as provided by this Agreement in Section 17.1 if the parties do not reach a settlement of that such dispute within 30 thirty (30) days after notice of that a dispute is given. (f) e. Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 14 relating to a Third Party Claim shall be made within 30 thirty (30) days after the latest of (i) the settlement of that such Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that such Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement in respect of that Third Party ClaimAgreement. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e14.3(d) shall be made within 30 thirty (30) days after the later of (i) the expiration of the 30-sixty (60) day Indemnity Notice period or (ii) the expiration of the period for appeal appeal, if any, of a final adjudication or arbitration of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement.

Conditions of Indemnification. The obligations and liabilities of an indemnifying party under Section 7.2 with respect to Damages for which it must indemnify another party hereunder (collectively, the "Indemnifiable Claims") shall be subject to the following terms and conditions: (a) All claims The indemnified party shall give the indemnifying party notice of any such Indemnifiable Claim which notice shall set forth in reasonable detail the basis for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4amount of the Indemnifiable Claim, and the circumstances giving rise thereto. If the Indemnifiable Claim is a third-party claim, the notice must contain a copy of any papers served on the indemnified party. (b) A party claiming indemnification under this Agreement (an “Indemnified Party”) shall promptly (i) notify If the party from whom indemnification Indemnifiable Claim is sought (the “Indemnifying Party”) of any not a third-party claim or claims asserted against claim, unless within 30 days of receipt by the Indemnified Party (“Third Party Claim”) that could give indemnifying party of notice of the Indemnifiable Claim the indemnifying party sends written notice to the indemnified party disputing the facts giving rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“Indemnifiable Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that claim (if any), an estimate of or the amount of damages attributable Damages stated in the notice, the Damages stated in the notice shall become due and payable upon the expiration of such 30 day period. If, however, the indemnifying party disputes the facts, giving rise to the Third Party Indemnifiable Claim to or the extent feasible (which estimate shall amount of Damages stated in the notice within such 30 day period and the dispute cannot be conclusive resolved within the following 90 days, the dispute shall be submitted to arbitration pursuant to Section 10.15 of the final amount of that claim) and the basis for the Indemnified Party’s request for indemnification under this Agreement. Except as set forth in Section 7.1, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that claim. Within 15 days after receipt of any Claim Notice (the “Election Period”), the Indemnifying Party shall notify the Indemnified Party (y) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 with respect to that Third Party Claim or (z) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that Third Party Claim. (c) If the Indemnifying Party does not dispute Indemnifiable Claim is a third-party claim, the indemnifying party may undertake the defense thereof at its potential liability own expense by representatives of its own choosing reasonably satisfactory to the Indemnified Party indemnified party and notifies will consult with the Indemnified Party indemnified party concerning such defense during the course thereof. If the indemnifying party, within 30 days after receipt of notice of any Indemnifiable Claim (or such shorter period as is necessary to prevent prejudice to the Election Period that indemnified party, if such 30 day period would prejudice the Indemnifying Party elects to assume the defense rights of the Third Party Claimindemnified party), then fails to defend, the Indemnifying Party shall indemnified party will (upon further notice to the indemnifying party) have the right to defendundertake the defense, compromise or settlement of such Indemnifiable Claim on behalf of and for the account and risk of and at the expense of the indemnifying party. In addition, if there is a reasonable probability that a third-party Indemnifiable Claim may materially and adversely affect an indemnified party, the indemnified party shall have the right, at its sole own cost and expense, that Third Party to defend, compromise or settle such Indemnifiable Claim. (d) Anything in this Section 7.3 to the contrary notwithstanding, neither the indemnifying party nor the indemnified party, as the case may be, may settle or compromise any Indemnifiable Claim by all appropriate proceedingsor consent to entry of any judgment in respect thereof, which proceedings shall be prosecuted diligently by without the Indemnifying Party to a final conclusion or settled at the discretion written consent of the Indemnifying Party in accordance with this Section 7.4(c)other, and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the Indemnifying Party shall not enter into any settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party). The Indemnified Party is hereby authorized, with the right to receive reimbursement of reasonable costs and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with the right to reimbursement for the reasonable costs and expense incurred thereby from the Indemnifying Party, and, on its written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Partydelayed. (d) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 and if that dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 7.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d), and the Indemnifying Party shall bear its own costs and expenses with respect to that participation. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, the claim specified by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement.

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4.follows: (b) a. A party claiming indemnification under this Agreement (an “"Indemnified Party”") shall promptly (and, in any event, at least ten (10) days prior to the due date for any responsive pleadings, filings or other documents) (i) notify the party from whom indemnification is sought (the “"Indemnifying Party”") of any third-party claim or claims asserted against the Indemnified Party (“"Third Party Claim”") that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“"Claim Notice”") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that such claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for of the Indemnified Party’s 's request for indemnification under this Agreement. Except as set forth in Section 7.115.6, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that such claim. Within 15 thirty (30) days after receipt of any Claim Notice (the “"Election Period”"), the Indemnifying Party shall notify the Indemnified Party (yi) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 15 with respect to that such Third Party Claim or and (zii) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that such Third Party Claim. (c) b. If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, that such Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c15.3(b), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the . The Indemnifying Party shall not enter into have full control of such defense and proceedings, including any compromise or settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party)thereof. The Indemnified Party is hereby authorized, with at the right to receive reimbursement sole cost and expense of reasonable costs and expenses incurred thereby from the Indemnifying PartyParty (but only if the Indemnified Party is entitled to indemnification hereunder), to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party (it being understood and agreed that if an Indemnified Party takes any such action that is prejudicial and causes a final adjudication that is adverse to the Indemnifying Party, the Indemnifying Party shall be relieved of its obligations hereunder with respect to such Third Party Claim). If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, the making of any related counterclaim against the person asserting the Third Party Claim or any cross-complaint against any person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c15.3(b) and will shall bear its own costs and expenses with respect to that such participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which that are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with at the right to reimbursement for the reasonable costs and expense incurred thereby from of the Indemnifying Party, and, on its and upon written notification of that employmentthereof, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party; provided further that the Indemnifying Party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for the Indemnified Party, which firm shall be designated in writing by the Indemnified Party. (d) c. If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party within the Election Period that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) 15.3(b), or (ii) if the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c15.3(b) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings, provided, however, that the Indemnified Party may not enter into, without the Indemnifying Party's consent, which shall not be unreasonably withheld, any compromise or settlement of such Third Party Claim. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 15 and if that such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Indemnifying Party’s 's defense pursuant to this Section 7.4 or of the Indemnifying Party’s 's participation therein at the Indemnified Party’s 's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, control any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d15.3(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation; provided, however, that participationif the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnifying Party has been advised by counsel that there may be one or more legal defenses available to the Indemnified Party, then the Indemnifying Party may employ separate counsel and upon written notification thereof, the Indemnified Party shall not have the right to assume the defense of such action on behalf of the Indemnifying Party. (e) d. In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “"Indemnity Notice”") describing in reasonable detail the nature of the claim, an estimate of the amount of Damages damages attributable to that such claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s 's request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 sixty (60) days from its receipt of the Indemnity Notice that the Indemnifying Party disputesdisputes such claim, the claim specified by the Indemnified Party in the Indemnity Notice, that claim Notice shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that such claim, as provided above, that such dispute shall be resolved by mediation or arbitration as provided by this Agreement in Section 19.1 if the parties do not reach a settlement of that such dispute within 30 thirty (30) days after notice of that a dispute is given. (f) e. Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 15 relating to a Third Party Claim shall be made within 30 thirty (30) days after the latest of (i) the settlement of that such Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that such Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement in respect of that Third Party ClaimAgreement. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e15.3(d) shall be made within 30 thirty (30) days after the later of (i) the expiration of the 30-sixty (60) day Indemnity Notice period or (ii) the expiration of the period for appeal appeal, if any, of a final adjudication or arbitration of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement.

Conditions of Indemnification. The obligations and liabilities of the Stockholders and Acquiror hereunder with respect to their respective indemnities pursuant to this Article XI, resulting from any Third Party Claim shall be subject to the following terms and conditions: (a) All claims for The party seeking indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4. (b) A party claiming indemnification under this Agreement (an “the "Indemnified Party”") shall promptly (i) notify must give the other party from whom indemnification is sought (the “"Indemnifying Party”) "), notice of any third-party claim Third Party Claim which is asserted against, imposed upon or claims asserted against incurred by the Indemnified Party (“Third Party Claim”) that could and which may give rise to a right liability of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice pursuant to this Article XI, stating (“Claim Notice”to the extent known or reasonably anticipated) describing in reasonable detail the nature and basis of the Third Party Claim, a copy of all papers served with respect to that claim (if any), an estimate of the amount of damages attributable to the such Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for the Indemnified Party’s request for indemnification under this Agreement. Except as set forth in Section 7.1, amount thereof; provided that the failure to promptly deliver a Claim Notice give such notice shall not relieve affect the Indemnifying Party rights of its obligations to the Indemnified Party with respect to the related Third Party Claim hereunder except to the extent that the resulting delay is materially prejudicial to the defense of that claim. Within 15 days after receipt of any Claim Notice (the “Election Period”), the Indemnifying Party shall notify the Indemnified Party (y) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 with respect to that Third Party Claim or (z) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense have suffered actual material damage by reason of the Indemnifying Party, to defend the Indemnified Party against that Third Party Claimsuch failure. (cb) If the Indemnifying Party does not dispute its potential liability Subject to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party ClaimSection 11.4(c) below, then the Indemnifying Party shall have the right to defendundertake, by counsel or other representatives of its own choosing, the defense of such Third Party Claim at the Indemnifying Party's risk and expense. (c) In the event that (i) the Indemnifying Party shall elect not to undertake such defense, (ii) within a reasonable time after notice from the Indemnified Party of any such Third Party Claim, the Indemnifying Party shall fail to undertake to defend such Third Party Claim, or (iii) there is a reasonable probability that such Third Party Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, then the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such Third Party Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party. In the event that the Indemnified Party undertakes the defense of a Third Party Claim under this Section 11.4(c), the Indemnifying Party shall pay to the Indemnified Party, in addition to the other sums required to be paid hereunder, the reasonable costs and expenses incurred by the Indemnified Party in connection with such defense, compromise or settlement as and when such costs and expenses are so incurred. (d) Anything in this Section 11.4 to the contrary notwithstanding, (i) the Indemnifying Party shall not, without the Indemnified Party's written consent, settle or compromise such Third Party Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such Third Party Claim in form and substance satisfactory to the Indemnified Party; (ii) in the event that the Indemnifying Party undertakes the defense of such Third Party Claim, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to participate in the defense, compromise or settlement thereof and each party and its counsel and other representatives shall cooperate with the other party and its counsel and representatives in connection therewith; and (iii) in the event that Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at undertakes the discretion defense of such Third Party Claim, the Indemnifying Party in accordance with this Section 7.4(c), and shall have an obligation to keep the Indemnified Party will furnish informed of the Indemnifying Party with all information in its possession with respect to that status of the defense of such Third Party Claim and otherwise cooperate furnish the Indemnified Party with all documents, instruments and information that the Indemnifying Party Indemnified party shall reasonably request in connection therewith. (e) The indemnification of the defense Acquiror Indemnified Persons by the Stockholders for any misrepresentation or breach of that Third Party Claimany representation or warranty, or noncompliance with any conditions or other agreements, given or made by the Company shall be joint and several; provided, however, that no Stockholder shall be liable for such indemnification in an amount in excess of the Indemnifying Party shall not aggregate portion of the Purchase Price received by such Stockholder. (f) In order to assure that the Stockholders retain assets sufficient to satisfy any claims for indemnification made by Acquiror Indemnified Persons, each Stockholder hereby agrees that, without the prior written consent of Acquiror, such Stockholder will not, during the period commencing as of the Effective Time and ending eighteen (18) months after the Effective Time, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, 20% of the shares of the Acquiror Convertible Preferred Stock (or any Acquiror Common Stock issuable upon the conversion of such Acquiror Convertible Preferred Stock) received by the Stockholder in connection with the Merger, (ii) enter into any settlement with respect swap or other arrangement that transfers to any Third Party Claim that purports to limit the activities ofanother, in whole or otherwise restrict in any waypart, any Indemnified Party of the economic consequences of ownership of 20% of the shares of Acquiror Convertible Preferred Stock (or any affiliate Acquiror Common Stock issuable upon the conversion of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld such Acquiror Convertible Preferred Stock) received by the Indemnified Party). The Indemnified Party is hereby authorized, Stockholder in connection with the right to receive reimbursement of reasonable costs and expenses incurred thereby from the Indemnifying PartyMerger, to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to whether any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with the right to reimbursement for the reasonable costs and expense incurred thereby from the Indemnifying Party, and, on its written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party. (d) If the Indemnifying Party transaction described in clause (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) or (ii) elects above is to defend be settled by delivery of Acquiror Convertible Preferred Stock (or Acquiror Common Stock issuable upon the conversion of Acquiror Convertible Preferred Stock) or other securities, in cash or otherwise. (g) Each claim for indemnification by Acquiror Indemnified Party pursuant Persons shall be satisfied (i) first, in shares of Acquiror Common Stock (assuming for this purpose the conversion to Section 7.4(cthe extent necessary of Acquiror Convertible Preferred Stock into Acquiror Common Stock, whether or not then convertible, and the exercise of the Acquiror Warrants, whether or not then exercisable) but fails diligently and promptly to prosecute or settle received in connection with the Third Party ClaimMerger, then the Indemnified Party shall have the right to defendwhere such shares are valued, for purposes of such indemnification, at the sole cost closing price of the Acquiror Common Stock on the day immediately preceding the date of such claim for indemnification, and expense of (ii) second, if such shares then held by the Indemnifying Party (if the Indemnified Party is entitled or Parties responsible for such claim are not sufficient to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 and if that dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 7.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d), and the Indemnifying Party shall bear its own costs and expenses with respect to that participation. (e) In the event any Indemnified Party should have satisfy a claim against any Indemnifying Party hereunder that does not involve a Third Party Claimin full, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, the claim specified by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is givencash. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement.

Conditions of Indemnification. With respect to any actual or potential claim, any written demand, the commencement of any action, or the occurrence of any other event which involves any Shareholder Indemnifiable Claim or Purchaser Indemnifiable Claim: (a) All claims for indemnification under this Agreement Promptly after the Indemnified Party first receives written documents pertaining to the Claim, or if such Claim does not involve a third party Claim (a "Third Party Claim"), promptly after the Indemnified Party first has actual knowledge of such Claim, the Indemnified Party shall be asserted give notice to the Indemnifying Party of such Claim in reasonable detail and resolved as follows in this Section 7.4stating the amount involved, if known, together with copies of any written documents. (b) A party claiming indemnification under this Agreement (an “Indemnified Party”) shall promptly (i) notify the party from whom indemnification is sought (the “Indemnifying Party”) The obligation of any third-party claim or claims asserted against the Indemnified Party (“Third Party Claim”) that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for the Indemnified Party’s request for indemnification under this Agreement. Except as set forth in Section 7.1, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to indemnify the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that claim. Within 15 days after receipt of any Claim Notice (shall not be affected by the “Election Period”), failure of the Indemnified Party to give the notice with respect thereto in accordance with Section 8.5(a) hereof unless the Indemnifying Party shall notify the Indemnified Party (y) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 with respect to that Third Party Claim or (z) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that Third Party Claimhas been materially prejudiced thereby. (c) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Claim involves a Third Party Claim, then the Indemnifying Party shall have the right to defendright, at its sole cost cost, expense and expenseultimate liability regardless of the outcome, that Third Party Claim by all appropriate proceedings, and through counsel of its choice (which proceedings counsel shall be prosecuted diligently by reasonably satisfactory to the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(cIndemnified Party), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and litigate, defend, settle or otherwise cooperate with the Indemnifying Party in the defense of that attempt to resolve such Third Party Claim; provided, however, that if in the Indemnified Party's reasonable judgment a conflict of interest may exist between the Indemnified Party and the Indemnifying Party shall not enter into any settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party). The Indemnified Party is hereby authorized, with the right to receive reimbursement of reasonable costs and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with the right to reimbursement for the reasonable costs and expense incurred thereby from the Indemnifying Party, and, on its written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party. (d) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is be entitled to indemnification hereunder)select counsel of its own choosing, the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party reasonably satisfactory to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 and if that dispute is resolved in favor of the Indemnifying Party, in which event the Indemnifying Party shall not be required obligated to bear pay the costs fees and expenses of such counsel. Notwithstanding the preceding sentence, the Indemnified Party’s defense pursuant to this Section 7.4 or of the Indemnifying Party’s participation therein Party may elect, at any time and at the Indemnified Party’s request's sole cost, expense and ultimate liability, regardless of the outcome, and through counsel of its choice, to litigate, defend, settle or otherwise attempt to resolve such Third Party Claim. If the Indemnified Party shall reimburse so elects (for reasons other than the Indemnifying Party's failure or refusal to provide a defense to such Third Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(dClaim), and then the Indemnifying Party shall bear its own costs and expenses have no obligation to indemnify the Indemnified Party with respect to that participation. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a such Third Party Claim, but such disposition will be without prejudice to any other right the Indemnified Party shall transmit may have to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature indemnification under Section 8.2 or 8.3 hereof, regardless of the claim, an estimate outcome of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreementsuch Third Party Claim. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, the claim specified by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement.fails or

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4.follows: (ba) A party claiming indemnification under this Agreement (an “"Indemnified Party”") shall promptly (and, in any event, at least ten (10) days prior to the due date for any responsive pleadings, filings or other documents) (i) notify the party from whom indemnification is sought (the “"Indemnifying Party”") of any third-party claim or claims asserted against the Indemnified Party (“"Third Party Claim”") that could give rise to a right of indemnification under this Agreement Agreement, and (ii) transmit to the Indemnifying Party a written notice (“"Claim Notice”") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that such claim (if any), an estimate of the amount of damages Damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) Claim, and the basis for of the Indemnified Party’s 's request for indemnification under this Agreement. Except as set forth in Section 7.114.6, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that such claim. Any damages ultimately awarded shall be reduced by the costs incurred as a result of such delay. Within 15 thirty (30) days after receipt of any Claim Notice (the “"Election Period”"), the Indemnifying Party shall notify the Indemnified Party (yi) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 XIV with respect to that Third Party Claim or (z) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that such Third Party Claim, and (ii) whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that such Third Party Claim. (cb) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, that such Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c14.3(b), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the . The Indemnifying Party shall not enter into have full control of such defense and proceedings, including any compromise or settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party)thereof. The Indemnified Party is hereby authorized, with at the right to receive reimbursement sole cost and expense of reasonable costs and expenses incurred thereby from the Indemnifying PartyParty (but only if the Indemnified Party is entitled to indemnification hereunder), to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party reasonably shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party (it being understood and agreed that if an Indemnified Party takes any such action that is prejudicial and causes a final adjudication that is adverse to the Indemnifying Party, the Indemnifying Party shall be relieved of its obligations hereunder with respect to such Third Party Claim). If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, the making of any related counterclaim against the person asserting the Third Party Claim or any cross-complaint against any person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c14.3(b) and will shall bear its own costs and expenses with respect to that such participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which that are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with at the right to reimbursement for the reasonable costs and expense incurred thereby from of the Indemnifying Party, and, on its and upon written notification of that employmentthereof, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party; provided further that the Indemnifying Party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for the Indemnified Party, which firm shall be designated in writing by the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall be prohibited from confessing or settling any criminal allegations brought against the Indemnified Party without the express written consent of the Indemnified Party. (dc) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party within the Election Period that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) 14.3(b), or (ii) if the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c14.3(b) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings, provided, however, that the Indemnified Party may not enter into, without the Indemnifying Party's consent, which shall not be unreasonably withheld, any compromise or settlement of such Third Party Claim. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 XIV and if that such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s 's defense pursuant to this Section 7.4 or of the Indemnifying Party’s 's participation therein at the Indemnified Party’s 's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d14.3(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation; provided, however, that participationif the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnifying Party has been advised by counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the Indemnified Party, then the Indemnifying Party may employ separate counsel and, upon written notification thereof, the Indemnified Party shall not have the right to assume the defense of such action on behalf of the Indemnifying Party. (ed) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “"Indemnity Notice”") describing in reasonable detail the nature of the claim, an estimate of the amount of Damages damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that such claim) , and the basis of the Indemnified Party’s 's request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 sixty (60) days from its receipt of the Indemnity Notice that the Indemnifying Party disputesdisputes such claim, the claim specified by the Indemnified Party in the Indemnity Notice, that claim Notice shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that such claim, as provided above, that such dispute shall be resolved as provided by this Agreement litigation in an appropriate court of competent jurisdiction if the parties do not reach a settlement of that such dispute within 30 thirty (30) days after notice of that a dispute is given. (fe) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 XIV relating to a Third Party Claim shall be made within 30 thirty (30) days after the latest of (i) the settlement of that such Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that such Third Party Claim Claim, or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement in respect of that Third Party ClaimAgreement. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e14.3(d) shall be made within 30 days after the later of (i) the expiration of the 3060-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement. (f) The Indemnifying Party shall provide the Indemnified Party with written notice of any firm offer that is made to settle or compromise a Third Party Claim against an Indemnified Party. If a firm offer is made to settle such a claim solely by the payment of money damages and such offer is contingent only upon the acceptance by the Indemnifying Party, and the Indemnifying Party notifies the Indemnified Party in writing that the Indemnifying Party agrees to such settlement, but the Indemnified Party elects not to accept and agree to it, the Indemnified Party may continue to contest or defend such Third Party Claim and, in such event, the total maximum liability of the Indemnifying Party to indemnify or otherwise reimburse the Indemnified Party hereunder with respect to such a claim shall be limited to and shall not exceed the amount of such settlement offer, plus reasonable out-of-pocket costs and reasonable expenses (including reasonable attorneys' fees and disbursements) to the date of notice that the Indemnifying Party desired to accept such settlement. (g) Notwithstanding any provision herein to the contrary, the obligation of APPM or Buyer on the one hand, or Seller, on the other hand, to provide indemnification for breach of any representation or warranty or covenants as provided in Section 14.1(a) or 14.2(a) hereof, shall not take effect unless and until the Damages asserted against or incurred in the aggregate and on a collective basis by APPM or Buyer, on the one hand, or Seller, on the other hand, as a result of such a breach or breaches exceeds $15,000 (but expressly excluding any such claims involving fraud, intentional misrepresentation, title to the Purchased Assets, Taxes, Litigation or Healthcare Fraud).

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.46. (b) A party claiming indemnification under this Agreement (an “"Indemnified Party”") shall promptly (i) notify the party Party from whom indemnification is sought (the “"Indemnifying Party”") of any third-party claim or claims asserted against the Indemnified Party (“"Third Party Claim”") that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“"Claim Notice”") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for the Indemnified Party’s 's request for indemnification under this Agreement. Except as set forth in Section 7.1, the The failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that claim. Within 15 fifteen (15) days after receipt of any Claim Notice (the “"Election Period”"), the Indemnifying Party shall notify the Indemnified Party (yi) whether the Indemnifying Indeninifying Party disputes its potential liability to the Indemnified Party under this Article 7 Agreement with respect to that Third Party Claim or (zii) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that Third Party Claim. (c) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, that Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c6(c), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the Indemnifying Party shall not enter into any settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate Affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party). The Indemnified Party is hereby authorized, with the right to receive reimbursement of reasonable costs and expenses expenses, including reasonable attorney's fees, incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c6(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with the right to reimbursement for the reasonable costs and expense expense, including reasonable attorney's fees, incurred thereby from the Indemnifying Party, and, on its written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party. (d) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7Section 6(b), (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c6(b) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c6(b) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c6(b) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 Section 6(b) and if that dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s 's defense pursuant to this Section 7.4 6 or of the Indemnifying Party’s 's participation therein at the Indemnified Party’s 's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses expenses, including reasonable attorney's fees, of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d)6, and the Indemnifying Party shall bear its own costs and expenses with respect to that participation. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, the claim specified by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 Agreement relating to a Third Party Claim shall be made within 30 thirty (30) days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant . (f) It is agreed with respect to Section 7.4(e) shall be made within 30 days after any legal limitations now or hereafter in effect and affecting the later of (i) the expiration validity or enforceability of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party indemnification obligations under this Agreement, such legal limitations are made a part of the indemnification obligations and shall operate to amend the indemnification obligations to the minimum extent necessary to bring the provisions into conformity with the requirements of such limitations, and as so modified, the indemnification obligations shall continue in full force and effect.

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4. (b) A party claiming indemnification under this Agreement (an “Indemnified Party”) shall promptly (i) notify the party from whom indemnification Whenever any claim is sought (the “Indemnifying Party”) of any third-party claim or claims asserted against the Indemnified Party (“Third Party Claim”) that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served made by with respect to that which the indemnifications contained in this Article IX relate, the indemnified party (the "Indemnitee") shall notify the indemnifying party (the "Indemnitor") in writing as soon as practical after the Indemnitee becomes aware of such claim (if anysuch notice without exception shall be given within thirty (30) days of the Indemnitee becoming aware of any claim), but in no event more than thirty (30) days thereafter (a "Notice of Claim") to the Indemnitor. The Notice of Claim shall specify all facts known to the Indemnitee giving rise to such indemnification claim and the amount or an estimate of the amount of damages attributable to the Third Party liability arising therefrom. (b) Each Notice of Claim to will be deemed disapproved by the extent feasible Indemnitor, unless the Indemnitor gives the Indemnitee written notice of approval within thirty (which estimate shall not be conclusive 30) days of receipt of the final amount Notice of that claim) and the basis for the Indemnified Party’s request for indemnification under this AgreementClaim. Except as set forth The parties shall undertake, in Section 7.1good faith, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party resolve any dispute with respect to the related Third Party Claim except validity of any such claim which is disapproved and resolve the obligation of the Indemnitor to indemnify the Indemnitee. If the parties are unable to agree on such resolution within thirty (30) days after either the Indemnitee receives express notice of disapproval, or the lapse of the 30 day period for Indemnitor to give written notice of approval or disapproval, the respective rights of the parties as to the extent that the resulting delay is materially prejudicial to the defense validity of that claim. Within 15 days after receipt of any Claim Notice (the “Election Period”), the Indemnifying Party shall notify the Indemnified Party (y) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 with respect to that Third Party Claim or (z) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost such claim and expense responsibility of the Indemnifying PartyIndemnitor to indemnify the Indemnitee shall be determined by arbitration, in which case, each party shall select an arbitrator experienced in arbitration and acknowledged by a state bar association or the American Bar Association within thirty (30) days from the expiration of the thirty (30) day period during which the parties were to defend agree to a resolution. Such two arbitrators shall select and agree among themselves upon a third arbitrator within fifteen (15) days thereafter. Failure by one party to select an arbitrator shall entitle the Indemnified Party against that Third Party Claimother party to petition the courts for such appointment, with attorneys fees and costs for such petition to be borne by the party who failed to make such timely appointment. The arbitrators shall resolve the validity of such claim and the obligation of the Indemnitor to indemnify the Indemnitee thereof within sixty (60) days of their appointment. Any such decision shall be binding upon the parties. (c) If the Indemnifying Party does not dispute facts giving rise to any such indemnification shall involve any actual, threatened or possible claim or demand by any person against the Indemnitee, the Indemnitor shall be entitled to contest or defend such claim at its potential liability to the Indemnified Party expense and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects through counsel of its own choosing if it gives written notice of its intention to assume the contest and defense of such claim to the Third Party Indemnitee within thirty (30) days after receipt of the Notice of Claim. If the Indemnitor shall exercise such option, then the Indemnifying Party it shall have control over such contest and defense and over the right to defendpayment, at its sole cost and expense, that Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion settlement or settled at the discretion compromise of the Indemnifying Party in accordance with this Section 7.4(c)such claim, and the Indemnified Party will furnish Indemnitee agrees to cooperate fully with the Indemnifying Party with all information in Indemnitor and its possession attorneys with respect to that Third Party Claim such contest and otherwise cooperate with defense. If the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the Indemnifying Party Indemnitor shall not enter into any settlement with respect to any Third Party Claim that purports to limit exercise such option, the activities ofIndemnitee may, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may but shall not be unreasonably withheld by obligated to, assume the Indemnified Party). The Indemnified Party is hereby authorized, with the right to receive reimbursement of reasonable costs contest and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with the right to reimbursement for the reasonable costs and expense incurred thereby from the Indemnifying Party, and, on its written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of claim. Any payment or settlement resulting from such contest, together with the Indemnified Party. (d) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability total expenses thereof, including but not limited to the Indemnified Party under this Article 7attorneys' fees, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly binding upon the Indemnitor and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 and if that dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 7.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d), and the Indemnifying Party shall bear its own costs and expenses with respect to that participationIndemnitee. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, the claim specified by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement.

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4.follows: (b) a. A party claiming indemnification under this Agreement (an “"Indemnified Party”") shall promptly (and, in any event, at least ten (10) days prior to the due date for any responsive pleadings, filings or other documents) (i) notify the party from whom indemnification is sought (the “"Indemnifying Party”") of any third-party claim or claims asserted against the Indemnified Party (“"Third Party Claim”") that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“"Claim Notice”") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that such claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for of the Indemnified Party’s 's request for indemnification under this Agreement. Except as set forth in Section 7.116.6, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that such claim. Within 15 thirty (30) days after receipt of any Claim Notice (the “"Election Period”"), the Indemnifying Party shall notify the Indemnified Party (yi) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 16 with respect to that Third Party Claim or (z) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that Third Party Claim. (c) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, that Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that such Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the Indemnifying Party shall not enter into any settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party). The Indemnified Party is hereby authorized, with the right to receive reimbursement of reasonable costs and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with the right to reimbursement for the reasonable costs and expense incurred thereby from the Indemnifying Party, and, on its written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party. (d) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 and if that dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 7.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d), and the Indemnifying Party shall bear its own costs and expenses with respect to that participation. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, the claim specified by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement.

Conditions of Indemnification. The obligations and liabilities of Contributors, Xxxx and CRC hereunder with respect to their respective indemnities pursuant to this Article VI resulting from any Claim shall be subject to the following terms and conditions: (a) All claims for indemnification under this Agreement The indemnified party shall give prompt written notice (which notice shall be deemed to have been promptly given unless the indemnifying party shall have suffered a material adverse effect by reason of failure to give such notice) to the indemnifying party of any Claim which is asserted against, resulting to, imposed upon or incurred by such indemnified party and resolved as follows in which may give rise to liability of the indemnifying party pursuant to this Section 7.4Article VI, stating (to the extent known or reasonably anticipated) the nature and basis of such Claim and the amount thereof. (b) A party claiming indemnification under this Agreement (an “Indemnified Party”) shall promptly (i) notify If the party from whom indemnification is sought (facts pertaining to a Claim arise out of the “Indemnifying Party”) Claim of any third-third party, or if there is any Claim against a third party claim or claims asserted against the Indemnified Party (“Third Party Claim”) that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature available by virtue of the Third Party circumstances of the Claim, a copy of all papers served with respect to that claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for the Indemnified Party’s request for indemnification under this Agreement. Except as set forth in Section 7.1, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that claim. Within 15 days after receipt of any Claim Notice (the “Election Period”), the Indemnifying Party shall notify the Indemnified Party (y) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 with respect to that Third Party Claim or (z) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that Third Party Claim. (c) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to indemnifying party may assume the defense of such action or proceeding at such indemnifying party's own expense with counsel chosen by the Third Party Claim, then indemnifying party and approved by the Indemnifying Party shall have the right to defend, at its sole cost and expense, that Third Party Claim by all appropriate proceedingsindemnified party, which proceedings approval shall not be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claimunreasonably withheld; provided, however, that the Indemnifying Party indemnifying party shall not enter into any agree to settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party such action or proceeding which provides for any relief other than the payment of monetary damages or which could have a material precedential impact or effect on the business or financial condition of the indemnified party without the prior written consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party). The Indemnified Party is hereby authorized, with the right to receive reimbursement of reasonable costs indemnified party; and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c) and will bear its own costs and expenses with respect to that participation; provided, howeverprovided further, that if the named parties indemnified party reasonably determines that a conflict of interest exists where it is advisable for the indemnified party to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Partybe represented by separate counsel or that, and the Indemnified Party has been advised by counsel that upon advice of counsel, there may be one or more legal defenses available to it which are different from or additional in addition to those available to the Indemnifying Partyindemnifying party, then the Indemnified Party may employ indemnifying party shall not be entitled to assume such defense and the indemnified party shall be entitled to separate counsel with at the right to reimbursement for indemnifying party's expense. If the reasonable costs and expense incurred thereby from the Indemnifying Party, and, on its written notification of that employment, the Indemnifying Party shall indemnifying party is not have the right entitled to assume or continue the defense of such action on behalf or proceeding as a result of the Indemnified Party. (d) proviso to the preceding sentence, the indemnifying party's counsel shall be entitled to conduct the indemnifying party's defense and the indemnified party's counsel shall be entitled to conduct the indemnified party's defense, it being understood that both such counsel will cooperate with each other to conduct the defense of such action or proceeding as efficiently as possible. If the Indemnifying Party indemnifying party is not so entitled to assume the defense of such action or does not assume such defense, after having received the notice referred to in subparagraph (ia) within above, the Election Period (A) disputes its potential liability to indemnifying party will pay the Indemnified Party under this Article 7reasonable fees and expenses of counsel for the indemnified party. In such event, (B) elects however, the indemnifying party will not to defend be liable for any settlement effected without the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense written consent of the Indemnifying Party (if the Indemnified Party indemnifying party. If an indemnifying party is entitled to indemnification hereunder)assume, and assumes, the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control defense of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under action or proceeding in accordance with this Article 7 and if that dispute is resolved in favor of the Indemnifying Partyparagraph, the Indemnifying Party indemnifying party shall not be required to bear the costs liable for any fees and expenses of counsel for the Indemnified Party’s indemnified party incurred thereafter in connection with such action or proceeding. Whether or not the indemnifying party chooses to so defend or prosecute such Claim, all the parties hereto shall cooperate in the defense pursuant or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith. The indemnifying party shall be subrogated to this Section 7.4 or all rights and remedies of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d), and the Indemnifying Party shall bear its own costs and expenses with respect to that participationindemnified party. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, the claim specified by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement.

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4.follows: (b) a. A party claiming indemnification under this Agreement (an “"Indemnified Party”") shall promptly (and, in any event, at least ten (10) days prior to the due date for any responsive pleadings, filings or other documents) (i) notify the party from whom indemnification is sought (the “"Indemnifying Party”") of any third-party claim or claims asserted against the Indemnified Party (“"Third Party Claim”") that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“"Claim Notice”") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that such claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for of the Indemnified Party’s 's request for indemnification under this Agreement. Except as set forth in Section 7.114.6, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that such claim. Within 15 thirty (30) days after receipt of any Claim Notice (the “"Election Period”"), the Indemnifying Party shall notify the Indemnified Party (yi) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 16 with respect to that such Third Party Claim or and (zii) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that such Third Party Claim. (c) . If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, that such Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the 14.3. The Indemnifying Party shall not enter into have full control of such defense and proceedings, including any compromise or settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party)thereof. The Indemnified Party is hereby authorized, with at the right to receive reimbursement sole cost and expense of reasonable costs and expenses incurred thereby from the Indemnifying PartyParty (but only if the Indemnified Party is entitled to indemnification hereunder), to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party (it being understood and agreed that if an Indemnified Party takes any such action that is prejudicial and causes a final adjudication that is adverse to the Indemnifying Party, the Indemnifying Party shall be relieved of its obligations hereunder with respect to such Third Party Claim). If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, the making of any related counterclaim against the person asserting the Third Party Claim or any cross-complaint against any person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c14.3(b) and will shall bear its own costs and expenses with respect to that such participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which that are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with at the right to reimbursement for the reasonable costs and expense incurred thereby from of the Indemnifying Party, and, on its and upon written notification of that employmentthereof, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party; provided further that the Indemnifying Party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for the Indemnified Party, which firm shall be designated in writing by the Indemnified Party. (d) b. If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party within the Election Period that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) 14.3(b), or (ii) if the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c14.3(b) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings, provided, however, that the Indemnified Party may not enter into, without the Indemnifying Party's consent, which shall not be unreasonably withheld, any compromise or settlement of such Third Party Claim. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 14 and if that such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Indemnifying Party’s 's defense pursuant to this Section 7.4 or of the Indemnifying Party’s 's participation therein at the Indemnified Party’s 's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, control any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d14.3(b), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation; provided, however, that participationif the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnifying Party has been advised by counsel that there may be one or more legal defenses available to the Indemnified Party, then the Indemnifying Party may employ separate counsel and upon written notification thereof, the Indemnified Party shall not have the right to assume the defense of such action on behalf of the Indemnifying Party. (e) c. In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “"Indemnity Notice”") describing in reasonable detail the nature of the claim, an estimate of the amount of Damages damages attributable to that such claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s 's request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 sixty (60) days from its receipt of the Indemnity Notice that the Indemnifying Party disputesdisputes such claim, the claim specified by the Indemnified Party in the Indemnity Notice, that claim Notice shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that such claim, as provided above, that such dispute shall be resolved by mediation or arbitration as provided by this Agreement in Section 18.1 if the parties do not reach a settlement of that such dispute within 30 thirty (30) days after notice of that a dispute is given. (f) d. Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 14 relating to a Third Party Claim shall be made within 30 thirty (30) days after the latest of (i) the settlement of that such Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that such Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement in respect of that Third Party ClaimAgreement. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e14.3(d) shall be made within 30 thirty (30) days after the later of (i) the expiration of the 30-sixty (60) day Indemnity Notice period or (ii) the expiration of the period for appeal appeal, if any, of a final adjudication or arbitration of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement.

Conditions of Indemnification. (a) All claims for indemnification under Promptly after any service of process by any third person in any litigation in respect to which indemnity may be sought from another party (the "Indemnifying Party") pursuant to this Agreement shall be asserted and resolved as follows in this Section 7.4. section, the party so served (b) A party claiming indemnification under this Agreement (an “the "Indemnified Party”") shall promptly (i) notify the party from whom indemnification is sought (the “Indemnifying Party”) of any third-party claim or claims asserted against the Indemnified Party (“Third Party Claim”) that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for the Indemnified Party’s request for indemnification under this Agreement. Except as set forth in Section 7.1, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of the commencement of the proceeding. In such instance, the Indemnifying Party shall have the right, but not the obligation, to assume and control the defense of the claim or action with counsel of its obligations choice reasonably satisfactory to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that claimParty. Within 15 days after receipt of any Claim Notice (the “Election Period”), the The Indemnifying Party shall notify the Indemnified Party in writing of its decision to assume control of the litigation promptly but in no event later than fifteen (y15) whether the Indemnifying Party disputes its potential liability to days after the Indemnified Party under this Article 7 with respect has given notice thereof to that Third Party Claim or (z) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that Third Party Claim. (cb) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claimthird party claim in accordance with (a) above, then the Indemnifying Party shall have conduct such defense actively and diligently in order to preserve its rights under this section. Neither the right to defend, at its sole cost and expense, that Third Indemnified Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of nor the Indemnifying Party in accordance with this Section 7.4(c), and such instance shall consent to the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense entry of that Third Party Claim; provided, however, that the Indemnifying Party shall not any judgment or enter into any settlement with respect to the third party claim without the prior written consent of the other party, which shall not be withheld unreasonably. If the Indemnifying Party assumes the defense of the third party claim, the Indemnified Party may retain separate co-counsel at its sole cost and expense and may in such manner participate in such defense. The Indemnified Party shall in any Third event cooperate in the defense of the claim at the expense of the Indemnifying Party. (c) If the Indemnifying Party Claim that purports elects not to limit assume the activities defense of the litigation in accordance with (a) above, the Indemnified Party may defend against and consent to the entry of any judgment or enter into any settlement with respect to the claim or action in any manner it reasonably deems appropriate. The Indemnifying Party in such instance shall reimburse the Indemnified Party promptly and periodically for the costs of defending the third party claim (including but not limited to reasonable attorneys' fees and expenses), and shall, to the fullest extent provided in this section, remain responsible and indemnify the Indemnified Party for any adverse consequences to the Indemnified Party resulting from, arising out of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party). The Indemnified Party is hereby authorized, with the right relating to receive reimbursement of reasonable costs and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with the right to reimbursement for the reasonable costs and expense incurred thereby from the Indemnifying Party, and, on its written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Partyclaim. (d) If Notwithstanding anything to the Indemnifying Party (i) within contrary in this Agreement, no delay on the Election Period (A) disputes its potential liability to part of the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 and if that dispute is resolved in favor of the Indemnifying Party, notifying the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 7.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse relieve the Indemnifying Party in full for all reasonable costs from any obligation under this section unless (and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by then solely to the Indemnified Party pursuant to this Section 7.4(d), and extent that) the Indemnifying Party shall bear its own costs and expenses with respect to that participationis thereby prejudiced. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, the claim specified by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement.

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4.follows: (ba) A Any party claiming indemnification under this the Agreement (an “"Indemnified Party”") shall promptly (and, in the event, at least ten (10) days prior to the due date for any responsive pleadings, filings or other documents) (i) notify the party from for whom indemnification is sought (the “"Indemnifying Party”) of any third-party claim or claims asserted against the Indemnified Party (“"Third Party Claim”") that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“"Claim Notice”") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that such claim (if any), an estimate of the amount of damages Damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for of the Indemnified Party’s 's request for indemnification under this Agreement. Except as set forth in Section 7.1, the The failure to promptly deliver a Claim Notice shall not relieve the any Indemnifying Party of its obligations to the any Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that such claim. Within 15 thirty (30) days after receipt of any Claim Notice (the “"Election Period”"), the Indemnifying Party shall notify the Indemnified Party (yx) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 XIV with respect to that such Third Party Claim or and (zy) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the such Indemnifying Party, to defend the Indemnified Party against that such Third Party Claim. (cb) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its their sole cost and expense, that with counsel reasonably acceptable to such Indemnified Party, such Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c14.3(b). Except as set forth in Section 14.3(f) below, and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the Indemnifying Party shall not enter into have full control of such defense and proceedings, including any compromise or settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party)thereof. The Indemnified Party is hereby authorized, with at the right to receive reimbursement sole cost and expense of reasonable costs and expenses incurred thereby from the Indemnifying PartyParty (but only if the Indemnified Party is entitled to indemnification hereunder), to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party. If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and their counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, the making of any related counterclaim against the person asserting the Third Party Claim or any cross-complaint against any person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c14.3(b) and will shall bear its own costs and expenses with respect to that such participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which that are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with at the right to reimbursement for the reasonable costs and expense incurred thereby from of the Indemnifying Party, and, on its and upon written notification of that employmentthereof, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party; provided further that the Indemnifying Party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for the Indemnified Party, which firm shall be designated in writing by the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall be prohibited from confessing or settling any criminal allegations brought against the Indemnified Party without the express written consent of the Indemnified Party. (dc) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party within the Election Period that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) 14.3(b), or (ii) if the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c14.3(b) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have 39 45 the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings, provided, however, that the Indemnified Party may not enter into, without the Indemnifying Party's consent, which shall not be unreasonably withheld, any compromise or settlement of such Third Party Claim. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its their potential liability to the Indemnified Party under this Article 7 XIV and if that such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s 's defense pursuant to this Section 7.4 or of the Indemnifying Party’s 's participation therein at the Indemnified Party’s 's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d14.3(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation; provided, however, that participationif the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnifying Party has been advised by counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the Indemnified Party, then the Indemnifying Party may employ separate counsel and upon written notification thereof, the Indemnified Party shall not have the right to assume the defense of such action on behalf of the Indemnifying Party. (ed) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “"Indemnity Notice”") describing in reasonable detail the nature of the claim, an estimate of the amount of Damages damages attributable to that such claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s 's request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 sixty (60) days from its receipt of the Indemnity Notice that the Indemnifying Party disputesdisputes such claim, the claim specified by the Indemnified Party in the Indemnity Notice, that claim Notice shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that such claim, as provided above, that such dispute shall be resolved as provided by this Agreement litigation in an appropriate court of competent jurisdiction if the parties do not reach a settlement of that such dispute within 30 thirty (30) days after notice of that a dispute is given. (fe) Payments of all amounts owing by an any Indemnifying Party pursuant to this Article 7 XIV relating to a Third Party Claim shall be made within 30 thirty (30) days after the latest of (i) the settlement of that such Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that such Third Party Claim Claim, or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement in respect of that Third Party ClaimAgreement. Payments of all amounts owing by an the Indemnifying Party pursuant to Section 7.4(e14.3(d) shall be made within 30 thirty (30) days after the later of (i) the expiration of the 3060-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement. (f) The Indemnifying Party shall provide the Indemnified Party with written notice of any firm offer that is made to settle or compromise a Third Party Claim against an Indemnified Party. If a firm offer is made to settle such a claim solely by the payment of money damages and the Indemnifying Party notifies the Indemnified Party in writing that the Indemnifying Party agrees to such settlement, but the Indemnified Party elects not to accept and agree to it, the Indemnified Party may continue to contest or defend such Third Party Claim and, in such event, the total maximum liability of the Indemnifying Party to indemnify or otherwise reimburse the Indemnified Party hereunder with respect to such a claim shall be limited to and shall not exceed the amount of such settlement offer, plus reasonable out-of-pocket costs and reasonable expenses (including reasonable attorneys' fees and disbursements) to the date of notice that the Indemnifying Party desired to accept such settlement. (g) Notwithstanding any provision herein to the contrary, the obligation of an Indemnifying Party to provide indemnification to an Indemnified Party for breach of any representation or warranty as provided in Sections 14.1(a) or 14.2(a) hereof shall not take effect unless and until the Damages asserted against or incurred in the aggregate and on a collective basis by the Indemnified Parties pursuant to either Section 14.1 or 14.2 (as applicable) as a result of such a breach or breaches exceeds $100,000.

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4.follows: (ba) A Any party claiming indemnification under this the Agreement (an “"Indemnified Party”") shall promptly (and, in the event, at least ten (10) days prior to the due date for any responsive pleadings, filings or other documents) (i) notify the party from for whom indemnification is sought (the “"Indemnifying Party”) of any third-party claim or claims asserted against the Indemnified Party (“"Third Party Claim”") that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“"Claim Notice”") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that such claim (if any), an estimate of the amount of damages Damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for of the Indemnified Party’s 's request for indemnification under this Agreement. Except as set forth in Section 7.1, the The failure to promptly deliver a Claim Notice shall not relieve the any Indemnifying Party of its obligations to the any Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that such claim. Within 15 thirty (30) days after receipt of any Claim Notice (the “"Election Period”"), the Indemnifying Party shall notify the Indemnified Party (yx) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 XIV with respect to that such Third Party Claim or and (zy) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the such Indemnifying Party, to defend the Indemnified Party against that such Third Party Claim. (cb) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its their sole cost and expense, that with counsel reasonably acceptable to such Indemnified Party, such Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c14.3(b). Except as set forth in Section 14.3(f) below, and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the Indemnifying Party shall not enter into have full control of such defense and proceedings, including any compromise or settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party)thereof. The Indemnified Party is hereby authorized, with at the right to receive reimbursement sole cost and expense of reasonable costs and expenses incurred thereby from the Indemnifying PartyParty (but only if the Indemnified Party is entitled to indemnification hereunder), to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party. If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and their counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, the making of any related counterclaim against the person asserting the Third Party Claim or any cross-complaint against any person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c14.3(b) and will shall bear its own costs and expenses with respect to that such participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which that are different from or additional to those 47 available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with at the right to reimbursement for the reasonable costs and expense incurred thereby from of the Indemnifying Party, and, on its and upon written notification of that employmentthereof, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party; provided further that the Indemnifying Party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for the Indemnified Party, which firm shall be designated in writing by the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall be prohibited from confessing or settling any criminal allegations brought against the Indemnified Party without the express written consent of the Indemnified Party. (dc) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party within the Election Period that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) 14.3(b), or (ii) if the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c14.3(b) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings, provided, however, that the Indemnified Party may not enter into, without the Indemnifying Party's consent, which shall not be unreasonably withheld, any compromise or settlement of such Third Party Claim. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its their potential liability to the Indemnified Party under this Article 7 XIV and if that such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s 's defense pursuant to this Section 7.4 or of the Indemnifying Party’s 's participation therein at the Indemnified Party’s 's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d14.3(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation; provided, however, that participationif the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnifying Party has been advised by counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the Indemnified Party, then the Indemnifying Party may employ separate counsel and upon written notification thereof, the Indemnified Party shall not have the right to assume the defense of such action on behalf of the Indemnifying Party. (ed) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “"Indemnity Notice”") describing in reasonable detail the nature of the claim, an estimate of the amount of Damages damages attributable to that such claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s 's request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 sixty (60) days from its receipt of the Indemnity Notice that the Indemnifying Party disputesdisputes such claim, the claim specified by the Indemnified Party in the Indemnity Notice, that claim Notice shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that such claim, as provided above, that such dispute shall be resolved as provided by this Agreement litigation in an appropriate court of competent jurisdiction if the parties do not reach a settlement of that such dispute within 30 thirty (30) days after notice of that a dispute is given. (fe) Payments of all amounts owing by an any Indemnifying Party pursuant to this Article 7 XIV relating to a Third Party Claim shall be made within 30 thirty (30) days after the latest of (i) the settlement of that such Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that such Third Party Claim Claim, or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement in respect of that Third Party ClaimAgreement. Payments of all amounts owing by an the Indemnifying Party pursuant to Section 7.4(e14.3(d) shall be made within 30 thirty (30) days after 48 the later of (i) the expiration of the 3060-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement. (f) The Indemnifying Party shall provide the Indemnified Party with written notice of any firm offer that is made to settle or compromise a Third Party Claim against an Indemnified Party. If a firm offer is made to settle such a claim solely by the payment of money damages and the Indemnifying Party notifies the Indemnified Party in writing that the Indemnifying Party agrees to such settlement, but the Indemnified Party elects not to accept and agree to it, the Indemnified Party may continue to contest or defend such Third Party Claim and, in such event, the total maximum liability of the Indemnifying Party to indemnify or otherwise reimburse the Indemnified Party hereunder with respect to such a claim shall be limited to and shall not exceed the amount of such settlement offer, plus reasonable out-of-pocket costs and reasonable expenses (including reasonable attorneys' fees and disbursements) to the date of notice that the Indemnifying Party desired to accept such settlement. (g) Notwithstanding any provision herein to the contrary, the obligation of an Indemnifying Party to provide indemnification to an Indemnified Party for breach of any representation or warranty as provided in Sections 14.1(a) or 14.2(a) hereof shall not take effect unless and until the Damages asserted against or incurred in the aggregate and on a collective basis by the Indemnified Parties pursuant to either Section 14.1 or 14.2 (as applicable) as a result of such a breach or breaches exceeds $100,000.

Conditions of Indemnification. (a) All claims for indemnification under this Merger Agreement shall be asserted and resolved as follows in this Section 7.49.04. (ba) A party claiming indemnification under this Merger Agreement (an “"Indemnified Party”") shall promptly (i) notify the party from whom indemnification is sought (the “"Indemnifying Party”") of any third-party claim or claims asserted against the Indemnified Party (“"Third Party Claim”") that could give rise to a right of indemnification under this Merger Agreement and (ii) transmit to the Indemnifying Party a written notice (“Claim "Third Party Claims Notice”") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that claim (if any), an estimate of the amount of damages Damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that such claim) ), and the basis for the Indemnified Party’s 's request for indemnification under this Merger Agreement, and (iii) if the Third Party Claim may create a Seller Indemnified Loss or a Stockholder Indemnified Loss, notify the Escrow Agent as required in the Escrow Agreement of such potential claim. Except as set forth in Section 7.19.01, the failure to promptly deliver a Claim Third Party Claims Notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim Claim, except to the extent that the resulting delay is materially prejudicial to the defense of that claim. Within 15 days after receipt of any Claim Third Party Claims Notice (the “"Election Period”"), the Indemnifying Party shall notify the Indemnified Party (y) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 IX with respect to that Third Party Claim or (z) and, if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that Third Party Claim. (cb) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, that Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c), 9.04(b) and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the Indemnifying Party shall not enter into any settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict restricts in any way, any Indemnified Party or any affiliate Affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by in the sole discretion of that Indemnified Party). The Indemnified Party is hereby authorized, with at the right to receive reimbursement sole cost and expense of reasonable costs and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer answer, or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Partyinterests. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c9.04(b) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which that are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with at the right to reimbursement for the reasonable costs and expense incurred thereby from of the Indemnifying Party, and, on its written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party. (dc) If the Indemnifying Party (i) within the Election Period (A1) disputes its potential liability to the Indemnified Party under this Article 7IX, (B2) elects not to defend the Indemnified Party pursuant to Section 7.4(c9.04(a) or (C3) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c9.04(b) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c9.04(b) but fails to prosecute diligently and promptly to prosecute or otherwise dispose of or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 IX and if that such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s 's defense pursuant to this Section 7.4 9.04 or of the Indemnifying Party’s 's participation therein at the Indemnified Party’s 's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d9.04(c), and the Indemnifying Party shall bear its own costs and expenses with respect to that such participation. (ed) In the event If any Indemnified Party should have has a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “"Indemnity Notice”") describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that such claim) ), and the basis of the Indemnified Party’s 's request for indemnification under this Merger Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 business days from its receipt of the Indemnity Notice that the Indemnifying Party disputesdisputes such claim, the claim specified by the Indemnified Party in the Indemnity Notice, that claim Notice shall conclusively be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim. (e) Any dispute, as provided abovecontroversy, that dispute difference or claim arising out of, relating to or in connection with this Merger Agreement, any transaction hereunder or breach hereof shall be resolved finally settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect by one arbiter appointed in accordance with such rules. The arbiter's award shall be final and binding. Judgment upon the award rendered by the arbiter may be entered in any court having jurisdiction thereof. The arbitration shall take place in Wichita, Kansas, or such other place as provided by this Agreement if the parties do not reach may agree. The arbiter's award shall include (i) a settlement provision that the prevailing party in such arbitration shall recover its costs of the arbitration and reasonable attorneys' fees from the other party, and (ii) the amount of such costs and fees. Notwithstanding anything in this Section to the contrary, either party may, if it believes that it requires or is entitled to injunctive relief, file a civil action in any court having jurisdiction seeking injunctive relief. Any dispute within 30 days after notice of that dispute is givenregarding a claim to or demand for monetary damages shall, however, be governed exclusively by the provisions for arbitration set forth in this subsection (e). (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 IX relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim Claim, or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement in respect of that Third Party ClaimMerger Agreement. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e9.04(d) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Merger Agreement. The procedure set forth herein for resolution and payment of any claim shall be in addition to, and not in lieu of, any rights of the parties set forth in the Escrow Agreement.

Conditions of Indemnification. With respect to any actual or potential claim, any written demand, the commencement of any action, or the occurrence of any other event which involves any Seller Indemnifiable Claim or Buyer Indemnifiable Claim (a “Claim”): (a) All claims for Promptly after the party seeking indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4. (b) A party claiming indemnification under this Agreement (an the “Indemnified Party”) first receives written documents pertaining to the Claim, or if such Claim does not involve a third party Claim (a “Third Party Claim”), promptly after the Indemnified Party first has actual knowledge of such Claim, the Indemnified Party shall promptly (i) notify give notice to the party from whom indemnification is sought (the “Indemnifying Party”) of such Claim in reasonable detail and stating the amount involved, if known, together with copies of any third-party claim or claims asserted against the Indemnified Party such written documents. (“Third Party Claim”b) that could give rise to a right The obligation of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for the Indemnified Party’s request for indemnification under this Agreement. Except as set forth in Section 7.1, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to indemnify the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that claim. Within 15 days after receipt of any Claim Notice (shall not be affected by the “Election Period”), failure of the Indemnified Party to give the notice with respect thereto in accordance with Section 6.4(a) hereof unless the Indemnifying Party shall notify the Indemnified Party (y) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 with respect to establish that Third Party Claim or (z) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that Third Party Claimit has been irretrievably prejudiced thereby. (c) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Claim involves a Third Party Claim, then the Indemnifying Party shall have the right to defendright, at its sole cost cost, expense and expenseultimate liability regardless of the outcome, that Third Party Claim by all appropriate proceedings, and through counsel of its choice (which proceedings counsel shall be prosecuted diligently by reasonably satisfactory to the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(cIndemnified Party), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and litigate, defend, settle or otherwise cooperate with the Indemnifying Party in the defense of that attempt to resolve such Third Party Claim; provided, however, that if in the Indemnified Party’s reasonable judgment a conflict of interest may exist between the Indemnified Party and the Indemnifying Party shall not enter into any settlement with respect to any such Third Party Claim that purports to limit the activities ofClaim, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party). The Indemnified Party is hereby authorized, with the right to receive reimbursement of reasonable costs and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer or other pleadings that then the Indemnified Party shall deem reasonably necessary or appropriate be entitled to protect its interests or those select counsel of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c) and will bear its own costs and expenses with respect to that participation; providedchoosing, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available reasonably satisfactory to the Indemnifying Party, then in which event the Indemnifying Party shall be obligated to pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, the Indemnified Party may employ separate elect, at any time and at the Indemnified Party’s sole cost, expense and ultimate liability, regardless of the outcome, and through counsel with of its choice, to litigate, defend, settle or otherwise attempt to resolve such Third Party Claim. If the right to reimbursement Indemnified Party so elects (for the reasonable costs and expense incurred thereby from reasons other than the Indemnifying Party’s failure or refusal to provide a defense to such Third Party Claim), and, on its written notification of that employment, then the Indemnifying Party shall not have no obligation to indemnify the Indemnified Party with respect to such Third Party Claim, but such disposition will be without prejudice to any other right the Indemnified Party may have to assume indemnification under Section 6.2 or continue 6.3 hereof with respect to other Third Party Claims, regardless of the defense outcome of such action on behalf of the Indemnified Party. (d) Third Party Claim. If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability fails or refuses to the Indemnified Party under this Article 7, (B) elects not provide a defense to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently and promptly to prosecute or settle the any Third Party Claim, then the Indemnified Party shall have the right to defendundertake the defense, compromise or settlement of such Third Party Claim, through counsel of its choice, on behalf of and for the account and at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 and if that dispute is resolved in favor risk of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 7.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d), and the Indemnifying Party shall bear its own costs be obligated to pay the costs, expenses and expenses with respect to that participation. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Partyattorney’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, the claim specified fees incurred by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement in respect of that connection with such Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) In any event, Seller and the Buyer Indemnitees shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period fully cooperate with each other and their respective counsel in connection with any such litigation, defense, settlement or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreementother attempted resolution.

Conditions of Indemnification. The obligations and liabilities of the Company, the Stockholders and Acquiror hereunder with respect to their respective indemnities pursuant to this Article XI, resulting from any Third Party Claim shall be subject to the following terms and conditions: (a) All claims for The party seeking indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4. (b) A party claiming indemnification under this Agreement (an “the "Indemnified Party”") shall promptly (i) notify must give the other party from whom indemnification is sought (the “"Indemnifying Party”) "), notice of any third-party claim Third Party Claim which is asserted against, imposed upon or claims asserted against incurred by the Indemnified Party (“Third Party Claim”) that could and which may give rise to a right liability of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice pursuant to this Article XI, stating (“Claim Notice”to the extent known or reasonably anticipated) describing in reasonable detail the nature and basis of the Third Party Claim, a copy of all papers served with respect to that claim (if any), an estimate of the amount of damages attributable to the such Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for the Indemnified Party’s request for indemnification under this Agreement. Except as set forth in Section 7.1, amount thereof; provided that the failure to promptly deliver a Claim Notice give such notice shall not relieve affect the Indemnifying Party rights of its obligations to the Indemnified Party with respect to the related Third Party Claim hereunder except to the extent that the resulting delay is materially prejudicial to the defense of that claim. Within 15 days after receipt of any Claim Notice (the “Election Period”), the Indemnifying Party shall notify the Indemnified Party (y) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 with respect to that Third Party Claim or (z) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense have suffered actual material damage by reason of the Indemnifying Party, to defend the Indemnified Party against that Third Party Claimsuch failure. (cb) If the Indemnifying Party does not dispute its potential liability Subject to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party ClaimSection 11.4(c) below, then the Indemnifying Party shall have the right to defendundertake, by counsel or other representatives of its own choosing, the defense of such Third Party Claim at the Indemnifying Party's risk and expense. (c) In the event that (i) the Indemnifying Party shall elect not to undertake such defense, (ii) within a reasonable time after notice from the Indemnified Party of any such Third Party Claim, the Indemnifying Party shall fail to undertake to defend such Third Party Claim, or (iii) there is a reasonable probability that such Third Party Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, then the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such Third Party Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party. In the event that the Indemnified Party undertakes the defense of a Third Party Claim under this Section 11.4(c), the Indemnifying Party shall pay to the Indemnified Party, in addition to the other sums required to be paid hereunder, the reasonable costs and expenses incurred by the Indemnified Party in connection with such defense, compromise or settlement as and when such costs and expenses are so incurred. (d) Anything in this Section 11.4 to the contrary notwithstanding, (i) the Indemnifying Party shall not, without the Indemnified Party's written consent, settle or compromise such Third Party Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such Third Party Claim in form and substance reasonably satisfactory to the Indemnified Party; (ii) in the event that the Indemnifying Party undertakes the defense of such Third Party Claim, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to participate in the defense, compromise or settlement thereof and each party and its counsel and other representatives shall cooperate with the other party and its counsel and representatives in connection therewith; and (iii) in the event that Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at undertakes the discretion defense of such Third Party Claim, the Indemnifying Party in accordance with this Section 7.4(c), and shall have an obligation to keep the Indemnified Party will furnish informed of the Indemnifying Party with all information in its possession with respect to that status of the defense of such Third Party Claim and otherwise cooperate furnish the Indemnified Party with all documents, instruments and information that the Indemnifying Party Indemnified party shall reasonably request in connection therewith. (e) Subject to the provisions of this Article XI, in the defense event of a Material Variance, Acquiror shall be indemnified, on a dollar-for-dollar basis, for the difference between the Company Audited Financial Statements and the Company Unaudited Financial Statements with respect to TOTAL ASSETS, TOTAL LIABILITIES, NET INCOME and NET ORDINARY INCOME (the "Audit Adjustment"), provided, that Third Party Claimif a line item affects more than one of the above specified categories, the line item's effect on only one category shall be factored into the Audit Adjustment. The Audit Adjustment, if any, shall be paid by Stockholders by reducing the number of Tranche 2 Shares issuable to the Stockholders by an amount equal to the amount of the Audit Adjustment divided by the Market Price (as defined in the Certificate of Designations) of a share of Common Stock as of the Closing Date. (f) Subject to the provisions of this Article XI, the Stockholders shall, jointly and severally, indemnify and hold harmless Acquiror for and against any Losses arising from or in connection with (i) those matters set forth on Schedule 3.17 (Taxes and Assessments) and (ii) any Taxes which become due and payable with respect to the Company for the Company's fiscal years ended December 31, 1998 and on the Closing Date, on a dollar-for-dollar basis (collectively, a "Tax Liability"); provided, that the Stockholders shall have no liability with respect to a Tax Liability until the total damages exceed $50,000, and then only for the amount by which such damages exceed $50,000; provided, further that the Stockholders shall have liability under this paragraph (f) only with respect to claims for Tax Liability made by the Acquiror on or before December 31, 2002. The Tax Liability, if any, shall be paid by the Stockholders by (i) first, reducing the number of Tranche 2 Shares issuable to the Stockholders by an amount equal to the amount of the Tax Liability divided by the Market Price (as defined in the Certificate of Designations) of a share of Common Stock as of the Closing Date, and (ii) second, if the Tranche 2 Shares issuable to the Stockholders are not sufficient to satisfy the Tax Liability in full or if Tranche 2 Shares have already been issued to the Stockholders, in cash. For purposes of this Section, Tranche 2 Shares which are only issued if the Target Achievement Percentage (as defined in the side letter) is greater than 50% will not be considered issuable unless and until a determination is made under the side letter that the Stockholders are entitled to such Tranche 2 Shares. (g) Subject to the provisions of this Article XI, Acquiror may satisfy any claim for indemnification by reducing the number of Tranche 2 shares issuable to the Stockholders by an amount equal to the amount of the claim divided by the Market Price (as defined in the Certificate of Designations) of a share of Common Stock as of the Closing Date; provided, however, that the Indemnifying Party shall not enter into any settlement Acquiror's indemnification setoff rights with respect to any Third Party Claim that purports to limit the activities ofall such claims, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party). The Indemnified Party is hereby authorized, with the right to receive reimbursement of reasonable costs and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with the right to reimbursement for the reasonable costs and expense incurred thereby from the Indemnifying Party, and, on its written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party. (d) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 and if that dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 7.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d), and the Indemnifying Party shall bear its own costs and expenses with respect to that participation. (e) In the event any Indemnified Party should have than a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, the claim specified by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim Material Variance or a Tax Liability, shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration limited to 125,000 of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this AgreementTranche 2 Shares.

Conditions of Indemnification. (a) All claims for indemnification under this Acquisition Agreement shall be asserted and resolved as follows in this Section 7.49.05. (ba) A party claiming indemnification under this Acquisition Agreement (an “"Indemnified Party”") shall promptly (i) notify the party from whom indemnification is sought (the “"Indemnifying Party”") of any third-party claim or claims asserted against the Indemnified Party (“"Third Party Claim”") that could give rise to a right of indemnification under this Acquisition Agreement and (ii) transmit to the Indemnifying Party a written notice (“"Claim Notice”") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that claim (if any), an estimate of the amount of damages Damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that such claim) ), and the basis for the Indemnified Party’s 's request for indemnification under this Acquisition Agreement, and (iii) if the Third Party Claim may create a Seller Indemnified Loss or a Stockholder Indemnified Loss, notify the Escrow Agent as required in the Escrow Agreement of such potential claim. Except as set forth in Section 7.19.02, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim Claim, except to the extent that the resulting delay is materially prejudicial to the defense of that claim. Within 15 days after receipt of any Claim Notice (the “"Election Period”"), the Indemnifying Party shall notify the Indemnified Party (y) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 IX with respect to that Third Party Claim or (z) and, if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that Third Party Claim. (cb) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, that Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c), 9.05(b) and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the Indemnifying Party shall not enter into any settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict restricts in any way, any Indemnified Party or any affiliate Affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by in the sole discretion of that Indemnified Party). The Indemnified Party is hereby authorized, with at the right to receive reimbursement sole cost and expense of reasonable costs and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer answer, or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Partyinterests. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c9.05(b) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which that are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with at the right to reimbursement for the reasonable costs and expense incurred thereby from of the Indemnifying Party, and, on its written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party. (dc) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7IX, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c9.05(a) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c9.05(b) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c9.05(c) but fails to prosecute diligently and promptly to prosecute or otherwise dispose of or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 IX and if that such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s 's defense pursuant to this Section 7.4 9.05 or of the Indemnifying Party’s 's participation therein at the Indemnified Party’s 's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d9.05(c), and the Indemnifying Party shall bear its own costs and expenses with respect to that such participation. (ed) In the event If any Indemnified Party should have has a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “"Indemnity Notice”") describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that such claim) ), and the basis of the Indemnified Party’s 's request for indemnification under this Acquisition Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputesdisputes such claim, the claim specified by the Indemnified Party in the Indemnity Notice, that claim Notice shall conclusively be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that such claim, as provided above, that such dispute shall may be resolved as provided by this Agreement proceedings in an appropriate court of competent jurisdiction if the parties do not reach a settlement of that such dispute within 30 days after notice of that a dispute is given. (fe) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 IX relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim Claim, or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement in respect of that Third Party ClaimAcquisition Agreement. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e9.05(d) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Acquisition Agreement.

Conditions of Indemnification. The obligations and liabilities of the Seller and the Purchaser, as the case may be, under Section 9.10 (herein referred to as the "Indemnifying Party"), with respect to Claims made by third parties shall be subject to the following terms and conditions: (a) All claims for indemnification Upon obtaining knowledge thereof, the person to whom such Claim relates (the "Indemnified Party") shall promptly notify the Indemnifying Party of such Claim; but the omission so to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability it may have to the Indemnified Party under this Agreement shall be asserted Section 9.10 unless, and resolved as follows only to the extent that, such omission so to notify results in this Section 7.4the loss of substantive rights or defenses. (b) A party claiming indemnification under this Agreement (an “Indemnified Party”) shall promptly (i) notify the party from whom indemnification is sought (the “Indemnifying Party”) of any third-party claim or claims asserted against the Indemnified Party (“Third Party Claim”) that could give rise to a right of indemnification under this Agreement and (ii) transmit to If the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for the Indemnified Party’s request for indemnification under this Agreement. Except as set forth in Section 7.1, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of acknowledges its obligations to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that claim. Within 15 days after receipt of any Claim Notice (the “Election Period”)indemnify and hold harmless hereunder, the Indemnifying Party shall notify have the Indemnified Party (y) whether the Indemnifying Party disputes its potential liability right to employ such counsel as is reasonably acceptable to the Indemnified Party under this Article 7 with respect to defend any such Claim asserted against the Indemnified Party; provided, however, that Third Party Claim or (z) if the defendants in any such action include both the Indemnifying Party does not dispute its potential liability and the Indemnified Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses or rights available to the Indemnified Party which are substantially different from or in actual or potential conflict with respect those available to that Third Party Claim, whether the Indemnifying Party, the Indemnified Party desires, shall have the right to select one law firm to act at the sole cost and Indemnifying Party's expense as separate counsel, on behalf of such Indemnified Party (or, if there be more than one, all Indemnified Parties). The Indemnified Party shall have the right to participate in the defense of any such Claim. The Indemnified Party shall not settle any Claim without the consent of the Indemnifying Party, . The Indemnified Party shall make available to defend the Indemnifying Party and its representatives all records and other material required by them for their use in contesting any Claim asserted by a third party against the Indemnified Party against that Third Party ClaimParty. (c) If the Indemnifying Party does not dispute its potential liability Anything in this Section 9.11 to the contrary notwithstanding, (i) if there is a reasonable probability that a Claim may materially and adversely affect an Indemnified Party and notifies the other than as a result of money damages or other money payments, such Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole own cost and expenseexpenses, that Third Party and to compromise or settle such Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by with the Indemnifying Party to a final conclusion or settled at the discretion consent of the Indemnifying Party in accordance with this Section 7.4(c)Party, and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that (ii) the Indemnifying Party shall not enter into any settlement with respect to any Third Party Claim that purports to limit the activities ofnot, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior written consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party). The Indemnified Party is hereby authorized, with the right to receive reimbursement of reasonable costs and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and settle or compromise any Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which are different of a release from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with the right to reimbursement for the reasonable costs and expense incurred thereby from the Indemnifying Party, and, on its written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense all liability in respect of such action on behalf of the Indemnified PartyClaim. (d) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoingshall, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 and if that dispute is resolved in favor upon learning of the Indemnifying Partyexistence of a Claim or any other event which is likely to result in Damages, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 7.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for take all reasonable costs and expenses of actions to mitigate such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d), and the Indemnifying Party shall bear its own costs and expenses with respect to that participationDamages. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, the claim specified by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement.

Conditions of Indemnification. The obligations and liabilities of Parent, on the one hand, and the BCG Shareholders, on the other hand, as indemnifying parties (aeach, an "Indemnifying Party") All claims for indemnification to indemnify the BCG Indemnified Parties or the Parent Indemnified Parties, as applicable (each, an "Indemnified Party"), under this Agreement Section 6.2 with respect to Claims made by third parties shall be asserted subject to the following terms and resolved as follows in this Section 7.4. (b) A party claiming indemnification under this Agreement (an “Indemnified Party”) shall promptly (i) notify the party from whom indemnification is sought (the “Indemnifying Party”) of any third-party claim or claims asserted against the conditions: The Indemnified Party (“Third Party Claim”) that could shall give rise to a right of indemnification under this Agreement and (ii) transmit written notice to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served any Damages with respect to which it seeks indemnification promptly after the discovery by such party of any matters giving rise to such Claim for indemnification; provided, however, that claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for the Indemnified Party’s request for indemnification under this Agreement. Except as set forth in Section 7.1, the failure of any Indemnified Party to promptly deliver a Claim Notice give notice as provided herein shall not relieve the Indemnifying Party of its obligations under Section 6.2 unless it shall have been prejudiced by the omission to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that claimprovide such notice. Within 15 days after receipt of In case any Claim Notice (the “Election Period”)is brought against an Indemnified Party, the Indemnifying Party shall notify be entitled to participate in the defense thereof and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnified Party (y) whether Party, and after notice from the Indemnifying Party disputes of its potential liability election so to assume the defense thereof, the Indemnifying Party will not be liable to the Indemnified Party under this Article 7 with respect to that Third Party Claim Section 6.2 for any legal or (z) if the Indemnifying Party does not dispute its potential liability to other expense subsequently incurred by the Indemnified Party in connection with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that Third Party Claim. (c) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, that Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claimthereof; provided, however, that (i) if the Indemnifying Party shall elect not enter into any settlement with respect to any Third Party Claim that purports to limit assume the activities of, defense of such claim or otherwise restrict in any way, any Indemnified Party action or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party). The Indemnified Party is hereby authorized, with the right to receive reimbursement of reasonable costs and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer or other pleadings that ii) if the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those determines that there may be a conflict between the positions of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with the right to reimbursement for the reasonable costs and expense incurred thereby from the Indemnifying Party, and, on its written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense of in defending such action on behalf of the Indemnified Party. (d) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party separate counsel shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is be entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly participate in and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of conduct such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 and if that dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 7.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d)defense, and the Indemnifying Party shall bear its own costs and be liable for any reasonable legal or other expenses with respect to that participation. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, the claim specified incurred by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability of the connection with such defense (but not more than one counsel). The Indemnifying Party hereundershall not be liable for any settlement of any Claim effected without its written consent, which consent shall not be unreasonably withheld. If the The Indemnifying Party has timely disputed that claimshall not, as provided abovewithout the Indemnified Party's prior written consent, that dispute which consent shall not be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant unreasonably withheld, settle or compromise any Claim to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to which the Indemnified Party under this Agreement is a party or consent to entry of any judgment in respect thereof. The Indemnifying Party further agrees that it will not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof in any pending or threatened Claim in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) shall which indemnification may be made within 30 days after the later of sought hereunder (i) the expiration of the 30-day Indemnity Notice period whether or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to not the Indemnified Party under this Agreementis an actual or potential party to such Claim) unless such settlement or compromise includes an unconditional release of the Indemnified Party from all liability arising out of such Claim.

Conditions of Indemnification. The obligations and liabilities of Parent, on the one hand, and the DCG Shareholders, on the other hand, as indemnifying parties (aeach, an “Indemnifying Party”) All claims for indemnification under this Agreement shall be asserted and resolved to indemnify the DCG Indemnified Parties or the Parent Indemnified Parties, as follows in this Section 7.4. applicable (b) A party claiming indemnification under this Agreement (each, an “Indemnified Party”) ), under Section 7.2 with respect to Claims made by third parties shall promptly (i) notify be subject to the party from whom indemnification is sought (the “Indemnifying Party”) of any third-party claim or claims asserted against the following terms and conditions: The Indemnified Party (“Third Party Claim”) that could shall give rise to a right of indemnification under this Agreement and (ii) transmit written notice to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served any Damages with respect to which it seeks indemnification promptly after the discovery by such party of any matters giving rise to such Claim for indemnification; provided, however, that claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for the Indemnified Party’s request for indemnification under this Agreement. Except as set forth in Section 7.1, the failure of any Indemnified Party to promptly deliver a Claim Notice give notice as provided herein shall not relieve the Indemnifying Party of its obligations under Section 7.2 unless it shall have been prejudiced by the omission to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that claimprovide such notice. Within 15 days after receipt of In case any Claim Notice (the “Election Period”)is brought against an Indemnified Party, the Indemnifying Party shall notify be entitled to participate in the defense thereof and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnified Party (y) whether Party, and after notice from the Indemnifying Party disputes of its potential liability election so to assume the defense thereof, the Indemnifying Party will not be liable to the Indemnified Party under this Article 7 with respect to that Third Party Claim Section 7.2 for any legal or (z) if the Indemnifying Party does not dispute its potential liability to other expense subsequently incurred by the Indemnified Party in connection with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that Third Party Claim. (c) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, that Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claimthereof; provided, however, that (i) if the Indemnifying Party shall elect not enter into any settlement with respect to any Third Party Claim that purports to limit assume the activities of, defense of such claim or otherwise restrict in any way, any Indemnified Party action or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party). The Indemnified Party is hereby authorized, with the right to receive reimbursement of reasonable costs and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer or other pleadings that ii) if the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those determines that there may be a conflict between the positions of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with the right to reimbursement for the reasonable costs and expense incurred thereby from the Indemnifying Party, and, on its written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense of in defending such action on behalf of the Indemnified Party. (d) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party separate counsel shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is be entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly participate in and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of conduct such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 and if that dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 7.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d)defense, and the Indemnifying Party shall bear its own costs and be liable for any reasonable legal or other expenses with respect to that participation. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, the claim specified incurred by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability of the connection with such defense (but not more than one counsel). The Indemnifying Party hereundershall not be liable for any settlement of any Claim effected without its written consent, which consent shall not be unreasonably withheld. If the The Indemnifying Party has timely disputed that claimshall not, as provided above, that dispute shall be resolved as provided by this Agreement if without the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Indemnified Party’s liability prior written consent, which consent shall not be unreasonably withheld, settle or compromise any Claim to which the Indemnified Party under this Agreement is a party or consent to entry of any judgment in respect thereof. The Indemnifying Party further agrees that it will not, without the Indemnified Party’s prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof in any pending or threatened Claim in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) shall which indemnification may be made within 30 days after the later of sought hereunder (i) the expiration of the 30-day Indemnity Notice period whether or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to not the Indemnified Party under this Agreementis an actual or potential party to such Claim) unless such settlement or compromise includes an unconditional release of the Indemnified Party from all liability arising out of such Claim.

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.47.04. (b) A party claiming indemnification under this Agreement (an “"Indemnified Party”") shall promptly (i) notify the party from whom indemnification is sought (the “"Indemnifying Party”") of any third-party claim or claims asserted against the Indemnified Party (“"Third Party Claim”") that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“"Claim Notice”") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for the Indemnified Party’s 's request for indemnification under this Agreement. Except as set forth in Section 7.17.01, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that claim. Within 15 days after receipt of any Claim Notice (the “"Election Period”"), the Indemnifying Party shall notify the Indemnified Party (yi) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 VII with respect to that Third Party Claim or and (zii) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that Third Party Claim. (c) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, that Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c7.04(c), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the Indemnifying Party shall not enter into any settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate Affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by in the sole discretion of that Indemnified Party). The Indemnified Party is hereby authorized, with at the right to receive reimbursement sole cost and expense of reasonable costs and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c7.04(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with at the right to reimbursement for the reasonable costs and expense incurred thereby from of the Indemnifying Party, and, on its written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party. (d) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7VII, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c7.04(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c7.04(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c7.04(c) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 VII and if that dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s 's defense pursuant to this Section 7.4 7.04 or of the Indemnifying Party’s 's participation therein at the Indemnified Party’s 's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d7.04(d), and the Indemnifying Party shall bear its own costs and expenses with respect to that participation. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “"Indemnity Notice”") describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s 's request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, disputes the claim specified by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement proceedings in an appropriate court of competent jurisdiction if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 VII relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e7.04(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement.

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4.follows: (ba) A party claiming indemnification under this Agreement (an “The Indemnified Party”) Party shall promptly (and, in any event, at least ten (10) days prior to the due date for any responsive pleadings, filings or other documents) (i) notify the party from whom indemnification is sought (the “each Indemnifying Party”) Party of any third-party claim or claims asserted against the Indemnified Party (“"Third Party Claim”") that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party Parties a written notice (“"Claim Notice”") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that such claim (if any), an estimate of the amount of damages Damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for of the Indemnified Party’s 's request for indemnification under this Agreement. Except as set forth in Section 7.1, the The failure to promptly deliver a Claim Notice shall not relieve the any Indemnifying Party of its obligations to the any Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that such claim. Within 15 thirty (30) days after receipt of any Claim Notice (the “"Election Period”"), the Indemnifying Party Parties shall notify the Indemnified Party (yx) whether the Indemnifying Party disputes its Parties dispute their potential liability to the Indemnified Party under this Article 7 Agreement with respect to that such Third Party Claim or and (zy) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desiresParties desire, at the sole cost and expense of the each Indemnifying Party, to defend the Indemnified Party against that such Third Party Claim. (cb) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies Parties notify the Indemnified Party within the Election Period that the Indemnifying Party elects Parties elect to assume the defense of the Third Party Claim, then the Indemnifying Party Parties shall have the right to defend, at its their sole cost and expense, that with counsel reasonably acceptable to such Indemnified Party or Indemnified Parties, such Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party Parties to a final conclusion or settled at the discretion of the Indemnifying Party Parties in accordance with this Section 7.4(c12.3(b). Except as set forth in Section 12.3(f) below, and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim Parties shall have full control of such defense and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; providedproceedings, however, that the Indemnifying Party shall not enter into including any compromise or settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party)thereof. The Indemnified Party is hereby authorized, with at the right to receive reimbursement sole cost and expense of reasonable costs and expenses incurred thereby from the Indemnifying PartyParties (but only if the Indemnified Party is entitled to indemnification hereunder), to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying PartyParties and not prejudicial to the Indemnifying Parties. If requested by the Indemnifying Parties, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Parties, to cooperate with the Indemnifying Parties and their counsel in contesting any Third Party Claim that the Indemnifying Parties elect to contest, including, without limitation, the making of any related counterclaim against the person asserting the Third Party Claim or any cross-complaint against any person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party Parties pursuant to this Section 7.4(c12.3(b) and will shall bear its own costs and expenses with respect to that such participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party Parties and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which that are different from or additional to those available to the Indemnifying PartyParties, then the Indemnified Party may employ separate counsel with at the right to reimbursement for the reasonable costs and expense incurred thereby from of the Indemnifying PartyParties, and, on its and upon written notification of that employmentthereof, the Indemnifying Party Parties shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party. (d) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party ; provided further that the Indemnifying Party elects to defend Parties shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for the Indemnified Party pursuant to Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedingsParty, which proceedings firm shall be promptly and vigorously prosecuted designated in writing by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedingsParty. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to Parties shall be prohibited from confessing or settling any criminal allegations brought against the Indemnified Party to without the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 and if that dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses express written consent of the Indemnified Party’s defense pursuant to this Section 7.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d), and the Indemnifying Party shall bear its own costs and expenses with respect to that participation. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, the claim specified by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement.

Conditions of Indemnification. The obligations and liabilities of the parties hereunder regarding claims resulting from the assertion of liability by third parties shall be subject to the following terms and conditions: (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4. (b) A The party claiming indemnification under this Agreement (an “the "Indemnified Party”") shall hereby agrees to promptly (i) notify the party from against whom indemnification is sought claimed (the “(he "Indemnifying Party”") in writing of any third-party claim or claims asserted against the Indemnified Party (“Third Party Claim”) that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claimagainst, a copy of all papers served with respect to that claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for the Indemnified Party’s request for indemnification under this Agreement. Except as set forth in Section 7.1, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that claim. Within 15 days after receipt of any Claim Notice (the “Election Period”), the Indemnifying Party shall notify the Indemnified Party (y) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 with respect to that Third Party Claim imposed upon or (z) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that Third Party Claim. (c) If the Indemnifying Party does not dispute its potential liability to incurred by the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects hereby agrees to assume undertake the defense of thereof by representatives chosen by the Third Party Claim, then the Indemnifying Party. The Indemnifying Party shall have the right to defend, at its sole cost control and expense, that Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by handle the Indemnifying Party to a final conclusion or settled at the discretion conduct of the Indemnifying Party in accordance with this Section 7.4(c), and the any litigation. The Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect hereby agrees to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the any such claim or proceeding. The Indemnifying Party shall not enter into any settlement with respect hereby agrees to any Third keep the indemnified Party Claim that purports informed as to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate progress of any Indemnified Party without such claim or proceeding; and (b) In the prior consent of event that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party). The Indemnified Party is hereby authorized, with the right to receive reimbursement of reasonable costs and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer or other pleadings that within fifteen (15) days after notification by the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c) and will bear its own costs and expenses with respect to that participation; providedclaim, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with the right to reimbursement for the reasonable costs and expense incurred thereby from the Indemnifying Party, and, on its written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party. (d) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) defend, control or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently and promptly to prosecute or settle the Third Party Claimhandle such matter, then the Indemnified Party shall have the right right, upon written notification to the Indemnified Party, to defend, compromise or settle the same on behalf of and for the account and at the sole cost risk of the Indemnifying Party. In such event, the Indemnifying Party hereby agrees to advance and expense pay all costs and reasonable attorney fees of such indemnification and give full cooperation to the Indemnified Party, subject, however, to the right of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of assume such defense and proceedings. Notwithstanding the foregoingat any time prior to final settlement, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 and if that dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 7.4 compromise or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d), and the Indemnifying Party shall bear its own costs and expenses with respect to that participationdetermination thereof. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, the claim specified by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement.

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4.follows: (ba) A Any party claiming indemnification under this the Agreement (an “"Indemnified Party”") shall promptly (and, in the event, at least ten days prior to the due date for any responsive pleadings, filings or other documents) (i) notify the party from for whom indemnification is sought (the “"Indemnifying Party”) of any third-party claim or claims asserted against the Indemnified Party (“"Third Party Claim”") that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“"Claim Notice”") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that such claim (if any), an estimate of the amount of damages Damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for of the Indemnified Party’s 's request for indemnification under this Agreement. Except as set forth in Section 7.1, the The failure to promptly deliver a Claim Notice shall not relieve the any Indemnifying Party of its obligations to the any Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that such claim. Within 15 30 days after receipt of any Claim Notice (the “"Election Period”"), the Indemnifying Party shall notify the Indemnified Party (yx) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 XIII with respect to that such Third Party Claim or and (zy) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the such Indemnifying Party, to defend the Indemnified Party against that such Third Party Claim. (cb) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its their sole cost and expense, that with counsel reasonably acceptable to such Indemnified Party, such Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c13.3(b). Except as set forth in Section 13.3(f) below, and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the Indemnifying Party shall not enter into have full control of such defense and proceedings, including any compromise or settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party)thereof. The Indemnified Party is hereby authorized, with the right to receive reimbursement of reasonable costs and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with the right to reimbursement for the reasonable costs and expense incurred thereby from the Indemnifying Party, and, on its written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party. (d) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (but only if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 and if that dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 7.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d), and the Indemnifying Party shall bear its own costs and expenses with respect to that participation. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, the claim specified by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement.indemnification

Conditions of Indemnification. The obligations and liabilities of Parent, on the one hand, and the BCG Shareholders, on the other hand, as indemnifying parties (aeach, an “Indemnifying Party”) All claims for indemnification under this Agreement shall be asserted and resolved to indemnify the BCG Indemnified Parties or the Parent Indemnified Parties, as follows in this Section 7.4. applicable (b) A party claiming indemnification under this Agreement (each, an “Indemnified Party”) ), under Section 6.2 with respect to Claims made by third parties shall promptly (i) notify be subject to the party from whom indemnification is sought (the “Indemnifying Party”) of any third-party claim or claims asserted against the following terms and conditions: The Indemnified Party (“Third Party Claim”) that could shall give rise to a right of indemnification under this Agreement and (ii) transmit written notice to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served any Damages with respect to which it seeks indemnification promptly after the discovery by such party of any matters giving rise to such Claim for indemnification; provided, however, that claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for the Indemnified Party’s request for indemnification under this Agreement. Except as set forth in Section 7.1, the failure of any Indemnified Party to promptly deliver a Claim Notice give notice as provided herein shall not relieve the Indemnifying Party of its obligations under Section 6.2 unless it shall have been prejudiced by the omission to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that claimprovide such notice. Within 15 days after receipt of In case any Claim Notice (the “Election Period”)is brought against an Indemnified Party, the Indemnifying Party shall notify be entitled to participate in the defense thereof and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnified Party (y) whether Party, and after notice from the Indemnifying Party disputes of its potential liability election so to assume the defense thereof, the Indemnifying Party will not be liable to the Indemnified Party under this Article 7 with respect to that Third Party Claim Section 6.2 for any legal or (z) if the Indemnifying Party does not dispute its potential liability to other expense subsequently incurred by the Indemnified Party in connection with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that Third Party Claim. (c) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, that Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claimthereof; provided, however, that (i) if the Indemnifying Party shall elect not enter into any settlement with respect to any Third Party Claim that purports to limit assume the activities of, defense of such claim or otherwise restrict in any way, any Indemnified Party action or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party). The Indemnified Party is hereby authorized, with the right to receive reimbursement of reasonable costs and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer or other pleadings that ii) if the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those determines that there may be a conflict between the positions of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with the right to reimbursement for the reasonable costs and expense incurred thereby from the Indemnifying Party, and, on its written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense of in defending such action on behalf of the Indemnified Party. (d) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party separate counsel shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is be entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly participate in and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of conduct such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 and if that dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 7.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d)defense, and the Indemnifying Party shall bear its own costs and be liable for any reasonable legal or other expenses with respect to that participation. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, the claim specified incurred by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability of the connection with such defense (but not more than one counsel). The Indemnifying Party hereundershall not be liable for any settlement of any Claim effected without its written consent, which consent shall not be unreasonably withheld. If the The Indemnifying Party has timely disputed that claimshall not, as provided above, that dispute shall be resolved as provided by this Agreement if without the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Indemnified Party’s liability prior written consent, which consent shall not be unreasonably withheld, settle or compromise any Claim to which the Indemnified Party under this Agreement is a party or consent to entry of any judgment in respect thereof. The Indemnifying Party further agrees that it will not, without the Indemnified Party’s prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof in any pending or threatened Claim in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) shall which indemnification may be made within 30 days after the later of sought hereunder (i) the expiration of the 30-day Indemnity Notice period whether or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to not the Indemnified Party under this Agreementis an actual or potential party to such Claim) unless such settlement or compromise includes an unconditional release of the Indemnified Party from all liability arising out of such Claim.

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows provided in this Section 7.49.05. (b) A party claiming indemnification under this Agreement (an “Indemnified Party”"INDEMNIFIED PARTY") shall promptly (i) notify the party from whom indemnification is sought (the “Indemnifying Party”"INDEMNIFYING PARTY") of any third-party claim or claims asserted against the Indemnified Party (“"Third Party Claim”") that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”"CLAIM NOTICE") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that the claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that the claim) and the basis for the Indemnified Party’s 's request for indemnification under this Agreement. Except as set forth in Section 7.19.02, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that the claim. Within 15 days after receipt of any Claim Notice (the “Election Period”"ELECTION PERIOD"), the Indemnifying Party shall notify the Indemnified Party (yi) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 IX with respect to that the Third Party Claim or and (zii) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that the Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that the Third Party Claim. (c) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, that the Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c), 9.05(c) and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that the Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that the Third Party Claim; providedPROVIDED, howeverHOWEVER, that the Indemnifying Party shall not enter into any settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate Affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by in the sole discretion of that Indemnified Party). The Indemnified Party is hereby authorized, with at the right to receive reimbursement sole cost and expense of reasonable costs and expenses incurred thereby from the Indemnifying PartyParty if found liable hereunder, to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c9.05(c) and will bear its own costs and expenses with respect to that its participation; providedPROVIDED, howeverHOWEVER, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised in writing by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with at the right to reimbursement for the reasonable costs and expense incurred thereby from of the Indemnifying Party, and, on its written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense of such the action on behalf of the Indemnified Party. (d) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7IX, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c9.05(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c9.05(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c9.05(c) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 IX and if that such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s 's defense pursuant to this Section 7.4 9.05 or of the Indemnifying Party’s 's participation therein at the Indemnified Party’s 's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable and appropriate costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d9.05(d), and the Indemnifying Party shall bear its own costs and expenses with respect to that such participation. (e) In the event If any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”"INDEMNITY NOTICE") describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that the claim) and the basis of the Indemnified Party’s 's request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 30 days from its receipt of the Indemnity Notice that the Indemnifying Party disputesdisputes the claim, the claim specified by the Indemnified Party in the Indemnity Notice, that claim Notice shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that the claim, as provided above, that the dispute shall be resolved as provided by this Agreement proceedings in an appropriate court of competent jurisdiction if the parties do not reach a settlement of that such dispute within 30 60 days after notice the date of that dispute is givendelivery of the Indemnity Notice. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 IX relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement in respect of that Third Party ClaimAgreement. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e9.05(e) shall be made within 30 days after the later of (i) the expiration of the 3060-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement. If and after the aggregate amount of all Damage Claims paid by a Stockholder under this Article IX equals or exceeds the amount of cash included in the Merger Consideration received by that Stockholder, then that Stockholder, in payment and satisfaction of any remaining unsatisfied or subsequent Damage Claims in respect of which that Stockholder may be required to indemnify any OEI Indemnified Party, may transfer and surrender to the Company such number of shares of OEI Common Stock included in the Merger Consideration received by such Stockholder as shall equal (i) the amount of all such remaining unsatisfied or subsequent Damage Claims divided by (ii) $12 or, if at the time such Stockholder pays such remaining Damage Claim such Stockholder is prohibited from selling shares of the OEI Common Stock pursuant to Section 11.02, the greater of $12 or the Current Market Price.

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4.follows: (b) a. A party claiming indemnification under this Agreement (an “"Indemnified Party”") shall promptly (and, in any event, at least ten (10) days prior to the due date for any responsive pleadings, filings or other documents) (i) notify the party 47 49 from whom indemnification is sought (the “"Indemnifying Party”") of any third-party claim or claims asserted against the Indemnified Party (“"Third Party Claim”") that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“"Claim Notice”") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that such claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for of the Indemnified Party’s 's request for indemnification under this Agreement. Except as set forth in Section 7.1, the The failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that such claim. Within 15 thirty (30) days after receipt of any Claim Notice (the “"Election Period”"), the Indemnifying Party shall notify the Indemnified Party (yi) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 14 with respect to that such Third Party Claim or and (zii) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that such Third Party Claim. (c) . If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, that such Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(cSECTION 14.4(a). The Indemnifying Party shall have full control of such defense and proceedings, and including any compromise or settlement thereof. If requested by the Indemnifying Party, the Indemnified Party will furnish agrees, at the sole cost and expense of the Indemnifying Party with all information in its possession with respect Party, to that Third Party Claim and otherwise cooperate with the Indemnifying Party and its counsel in the defense of that Third Party Claim; provided, however, that the Indemnifying Party shall not enter into any settlement with respect to contesting any Third Party Claim that purports the Indemnifying Party elects to limit contest, including, without limitation, the activities of, or otherwise restrict in making of any way, any Indemnified related counterclaim against the person asserting the Third Party Claim or any affiliate of cross-complaint against any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party). The Indemnified Party is hereby authorized, with the right to receive reimbursement of reasonable costs and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Partyperson. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(cSECTION 14.4(b) and will shall bear its own costs and expenses with respect to that such participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which that are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with at the right to reimbursement for the reasonable costs and expense incurred thereby from of the Indemnifying Party, and, on its and upon written notification of that employmentthereof, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party. (d) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party ; provided further that the Indemnifying Party elects to defend shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for the Indemnified Party pursuant to Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedingsParty, which proceedings firm shall be promptly and vigorously prosecuted designated in writing by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 and if that dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 7.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d), and the Indemnifying Party shall bear its own costs and expenses with respect to that participation. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, the claim specified by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement.

Conditions of Indemnification. The obligations and liabilities of the Stockholder and the Affiliate and Acquiror hereunder with respect to their respective indemnities pursuant to this Article XI, resulting from any Third Party Claim shall be subject to the following terms and conditions: (a) All claims for The party seeking indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4. (b) A party claiming indemnification under this Agreement (an “the "Indemnified Party”") shall promptly (i) notify must give the other party from whom indemnification is sought (the “"Indemnifying Party”) "), notice of any third-party claim Third Party Claim which is asserted against, imposed upon or claims asserted against incurred by the Indemnified Party (“Third Party Claim”) that could and which may give rise to a right liability of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice pursuant to this Article XI, stating (“Claim Notice”to the extent known or reasonably anticipated) describing in reasonable detail the nature and basis of the Third Party Claim, a copy of all papers served with respect to that claim (if any), an estimate of the amount of damages attributable to the such Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for the Indemnified Party’s request for indemnification under this Agreement. Except as set forth in Section 7.1, amount thereof; provided that the failure to promptly deliver a Claim Notice give such notice shall not relieve affect the Indemnifying Party rights of its obligations to the Indemnified Party with respect to the related Third Party Claim hereunder except to the extent that the resulting delay is materially prejudicial to the defense of that claim. Within 15 days after receipt of any Claim Notice (the “Election Period”), the Indemnifying Party shall notify the Indemnified Party (y) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 with respect to that Third Party Claim or (z) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense have suffered actual material damage by reason of the Indemnifying Party, to defend the Indemnified Party against that Third Party Claimsuch failure. (cb) If the Indemnifying Party does not dispute its potential liability Subject to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party ClaimSection 11.4(c) below, then the Indemnifying Party shall have the right to defendundertake, by counsel or other representatives of its own choosing, the defense of such Third Party Claim at the Indemnifying Party's risk and expense. (c) In the event that (i) the Indemnifying Party shall elect not to undertake such defense, (ii) within a reasonable time after notice from the Indemnified Party of any such Third Party Claim, the Indemnifying Party shall fail to undertake to defend such Third Party Claim, or (iii) there is a reasonable probability that such Third Party Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, then the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such Third Party Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party. In the event that the Indemnified Party undertakes the defense of a Third Party Claim under this Section 11.4(c), the Indemnifying Party shall pay to the Indemnified Party, in addition to the other sums required to be paid hereunder, the reasonable costs and expenses incurred by the Indemnified Party in connection with such defense, compromise or settlement as and when such costs and expenses are so incurred. (d) Anything in this Section 11.4 to the contrary notwithstanding, (i) the Indemnifying Party shall not, without the Indemnified Party's written consent, settle or compromise such Third Party Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such Third Party Claim in form and substance reasonably satisfactory to the Indemnified Party; (ii) in the event that the Indemnifying Party undertakes the defense of such Third Party Claim, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, that Third Party Claim by all appropriate proceedingsshall have the right to participate in the defense, which proceedings compromise or settlement thereof and each party and its counsel and other representatives shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party other party and its counsel and representatives in connection therewith; and (iii) in the defense of that Third Party Claim; provided, however, event that the Indemnifying Party shall not enter into any settlement with respect to any undertakes the defense of such Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party). The Indemnified Party is hereby authorized, with the right to receive reimbursement of reasonable costs and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with the right to reimbursement for the reasonable costs and expense incurred thereby from the Indemnifying Party, and, on its written notification of that employmentClaim, the Indemnifying Party shall not have an obligation to keep the right to assume or continue Indemnified Party informed of the status of the defense of such action on behalf of the Indemnified Party. (d) If the Indemnifying Third Party (i) within the Election Period (A) disputes its potential liability to Claim and furnish the Indemnified Party under this Article 7with all documents, (B) elects not to defend instruments and information that the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 and if that dispute is resolved reasonably request in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 7.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d), and the Indemnifying Party shall bear its own costs and expenses with respect to that participationconnection therewith. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, the claim specified by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement.

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4.follows: (ba) A party claiming indemnification under this Agreement (an “"Indemnified Party”") shall promptly (and, in any event, at least ten (10) days prior to the due date for any responsive pleadings, filings or other documents) (i) notify the party from whom indemnification is sought (the “"Indemnifying Party”") of any third-party claim or claims asserted against the Indemnified Party (“"Third Party Claim”") that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“"Claim Notice”") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that such claim (if any), an estimate of the amount of damages Damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for of the Indemnified Party’s 's request for indemnification under this Agreement. Except as set forth in Section 7.114.6, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that such claim. Within 15 thirty (30) days after receipt of any Claim Notice (the “"Election Period”"), the Indemnifying Party shall notify the Indemnified Party (yi) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 XIV with respect to that Third Party Claim or (z) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that such Third Party Claim, ; and (ii) whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that such Third Party Claim. (c) If the Indemnifying Party does not dispute its potential liability fails to the Indemnified Party and notifies notify the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, that Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the Indemnifying Party shall not enter into any settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party). The Indemnified Party is hereby authorized, with the right to receive reimbursement of reasonable costs and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with the right to reimbursement for the reasonable costs and expense incurred thereby from the Indemnifying Party, and, on its written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party. (d) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) 14.3(b), or (C) fails to notify the Indemnified Party that if the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c14.3(b) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings, provided, however, that the Indemnified Party may not enter into, without the Indemnifying Party's consent, which shall not be unreasonably withheld, any compromise or settlement of such Third Party Claim. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 XIV and if that such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s 's defense pursuant to this Section 7.4 or of the Indemnifying Party’s 's participation therein at the Indemnified Party’s 's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d), and the Indemnifying Party shall bear its own costs and expenses with respect to that participation. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, the claim specified by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement.

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4.follows: (ba) A party claiming indemnification under this Agreement (an “"Indemnified Party”") shall promptly (and, in the event, at least ten (10) days prior to the due date for any responsive pleadings, filings or other documents) (i) notify the party from whom indemnification is sought (the “"Indemnifying Party”") of any third-party claim or claims asserted against the Indemnified Party (“"Third Party Claim”") that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“"Claim Notice”") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that such claim (if any), an estimate of the amount of damages Damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for of the Indemnified Party’s 's request for indemnification under this Agreement. Except as set forth in Section 7.114.6, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that such claim. Within 15 thirty (30) days after receipt of any Claim Notice (the “"Election Period”"), the Indemnifying Party shall notify the Indemnified Party (yi) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 XIV with respect to that such Third Party Claim or and (zii) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that such Third Party Claim. (cb) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, that such Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c14.3(b), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the . The Indemnifying Party shall not enter into have full control of such defense and proceedings, including any compromise or settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party)thereof. The Indemnified Party is hereby authorized, with at the right to receive reimbursement sole cost and expense of reasonable costs and expenses incurred thereby from the Indemnifying PartyParty (but only if the Indemnified Party is entitled to indemnification hereunder), to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party (it being understood and agreed that if an Indemnified Party takes any such action that is prejudicial and causes a final adjudication that is adverse to the Indemnifying Party, the Indemnifying Party shall be relieved of its obligations hereunder with respect to such Third Party Claim). If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, the making of any related counterclaim against the person asserting the Third Party Claim or any cross-complaint against any person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c14.3(b) and will shall bear its own costs and expenses with respect to that such participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which that are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with at the right to reimbursement for the reasonable costs and expense incurred thereby from of the Indemnifying Party, and, on its and upon written notification of that employmentthereof, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party; provided further that the Indemnifying Party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for the Indemnified Party, which firm shall be designated in writing by the Indemnified Party. (dc) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party within the Election Period that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) 14.3(b), or (ii) if the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c14.3(b) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings, provided, however, that the Indemnified Party may not enter into, without the Indemnifying Party's consent, which shall not be unreasonably withheld, any compromise or settlement of such Third Party Claim. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 XIV and if that such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s 's defense pursuant to this Section 7.4 or of the Indemnifying Party’s 's participation therein at the Indemnified Party’s 's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d14.3(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation; provided, however, that participationif the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnifying Party has been advised by counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the Indemnified Party, then the Indemnifying Party may employ separate counsel and upon written notification thereof, the Indemnified Party shall not have the right to assume the defense of such action on behalf of the Indemnifying Party. (ed) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “"Indemnity Notice”") describing in reasonable detail the nature of the claim, an estimate of the amount of Damages damages attributable to that such claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s 's request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 sixty (60) days from its receipt of the Indemnity Notice that the Indemnifying Party disputesdisputes such claim, the claim specified by the Indemnified Party in the Indemnity Notice, that claim Notice shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that such claim, as provided above, that such dispute shall be resolved as provided by this Agreement litigation in an appropriate court of competent jurisdiction if the parties do not reach a settlement of that such dispute within 30 thirty (30) days after notice of that a dispute is given. (fe) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 XIV relating to a Third Party Claim shall be made within 30 thirty (30) days after the latest of (i) the settlement of that such Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that such Third Party Claim Claim, or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement in respect of that Third Party ClaimAgreement. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e14.3(d) shall be made within 30 days after the later of (i) the expiration of the 3060-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement. (f) Notwithstanding any provision herein to the contrary, the obligation of APP or Buyer on the one hand, or Seller or the Partners, on the other hand, to provide indemnification for breach of any representation or warranty as provided in Section 14.1(a) or 14.2(a) hereof shall not take effect unless and until the Damages asserted against or incurred in the aggregate and on a collective basis by APP or Buyer, on the one hand, or Seller or the Partners, on the other hand, as a result of such a breach or breaches exceeds $10,000. Notwithstanding anything to the contrary contained herein, Seller's aggregate indemnification obligation hereunder and under the Merger Agreement shall not exceed fifty percent (50%) of the total consideration paid to the Partners under (i) this Agreement and (ii) the Merger Agreement; and any one Partner's aggregate indemnification obligation hereunder and as a Stockholder under the Merger

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4.follows: (b) a. A party claiming indemnification under this Agreement (an “"Indemnified Party”") shall promptly (and, in any event, at least ten (10) days prior to the due date for any responsive pleadings, filings or other documents) (i) notify the party from whom indemnification is sought (the “"Indemnifying Party”") of any third-party claim or claims asserted against the Indemnified Party (“"Third Party Claim”") that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“"Claim Notice”") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that such claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for of the Indemnified Party’s 's request for indemnification under this Agreement. Except as set forth in Section 7.115.6, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that such claim. Within 15 thirty (30) days after receipt of any Claim Notice (the “"Election Period”"), the Indemnifying Party shall notify the Indemnified Party (yi) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 15 with respect to that such Third Party Claim or and (zii) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that such Third Party Claim. (c) . If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, that such Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c15.3(b), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the . The Indemnifying Party shall not enter into have full control of such defense and proceedings, including any compromise or settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party)thereof. The Indemnified Party is hereby authorized, with at the right to receive reimbursement sole cost and expense of reasonable costs and expenses incurred thereby from the Indemnifying PartyParty (but only if the Indemnified Party is entitled to indemnification hereunder), to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party (it being understood and agreed that if an Indemnified Party takes any such action that is prejudicial and causes a final adjudication that is adverse to the Indemnifying Party, the Indemnifying Party shall be relieved of its obligations hereunder with respect to such Third Party Claim). If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, the making of any related counterclaim against the person asserting the Third Party Claim or any cross-complaint against any person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c15.3(b) and will shall bear its own costs and expenses with respect to that such participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which that are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with at the right to reimbursement for the reasonable costs and expense incurred thereby from of the Indemnifying Party, and, on its and upon written notification of that employmentthereof, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party; provided further that the Indemnifying Party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for the Indemnified Party, which firm shall be designated in writing by the Indemnified Party. (d) b. If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party within the Election Period that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) 15.3(b), or (ii) if the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c15.3(b) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings, provided, however, that the Indemnified Party may not enter into, without the Indemnifying Party's consent, which shall not be unreasonably withheld, any compromise or settlement of such Third Party Claim. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 15 and if that such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Indemnifying Party’s 's defense pursuant to this Section 7.4 or of the Indemnifying Party’s 's participation therein at the Indemnified Party’s 's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, control any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d15.3(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation; provided, however, that participationif the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnifying Party has been advised by counsel that there may be one or more legal defenses available to the Indemnified Party, then the Indemnifying Party may employ separate counsel and upon written notification thereof, the Indemnified Party shall not have the right to assume the defense of such action on behalf of the Indemnifying Party. (e) c. In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “"Indemnity Notice”") describing in reasonable detail the nature of the claim, an estimate of the amount of Damages damages attributable to that such claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s 's request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 sixty (60) days from its receipt of the Indemnity Notice that the Indemnifying Party disputesdisputes such claim, the claim specified by the Indemnified Party in the Indemnity Notice, that claim Notice shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that such claim, as provided above, that such dispute shall be resolved by mediation or arbitration as provided by this Agreement in Section 19.1 if the parties do not reach a settlement of that such dispute within 30 thirty (30) days after notice of that a dispute is given. (f) d. Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 15 relating to a Third Party Claim shall be made within 30 thirty (30) days after the latest of (i) the settlement of that such Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that such Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement in respect of that Third Party ClaimAgreement. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e15.3(d) shall be made within 30 thirty (30) days after the later of (i) the expiration of the 30-sixty (60) day Indemnity Notice period or (ii) the expiration of the period for appeal appeal, if any, of a final adjudication or arbitration of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement.

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.49.04. (b) A party claiming indemnification under this Agreement (an “"Indemnified Party”") shall promptly (i) notify the party from whom indemnification is sought (the “"Indemnifying Party”") of any third-party claim or claims asserted against the Indemnified Party (“"Third Party Claim”") that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“"Claim Notice”") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that such claim) and the basis for the Indemnified Party’s 's request for indemnification under this Agreement. Except as set forth in Section 7.19.01, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that claim. Within 15 days after receipt of any Claim Notice (the “"Election Period”"), the Indemnifying Party shall notify the Indemnified Party (yi) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 IX with respect to that Third Party Claim or and (zii) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that Third Party Claim. (c) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, that Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c), 9.04(c) and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the Indemnifying Party shall not enter into any settlement with respect to any Third Party Claim that (i) purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate Affiliate of any Indemnified Party Party, (ii) involves a guilty plea to any crime or (iii) involves a fine or penalty, whether or not paid by the Indemnifying Party, without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by in the sole discretion of that Indemnified Party). The Indemnified Party is hereby authorized, with at the right to receive reimbursement sole cost and expense of reasonable costs and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c9.04(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with at the right to reimbursement for the reasonable costs and expense incurred thereby from of the Indemnifying PartyParty (provided that such expenses are reasonable), and, on its written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party. (d) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7IX, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c9.04(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c9.04(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c9.04(c) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (provided that such expenses are reasonable) (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 IX and if that such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s 's defense pursuant to this Section 7.4 9.04 or of the Indemnifying Party’s 's participation therein at the Indemnified Party’s 's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d), and the Indemnifying Party shall bear its own costs and expenses with respect to that participation. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, the claim specified by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement.The

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4.follows: (ba) A Any party claiming indemnification under this the Agreement (an “"Indemnified Party”") shall promptly (and, in the event, at least ten (10) days prior to the due date for any responsive pleadings, filings or other documents) (i) notify the party from for whom indemnification is sought (the “"Indemnifying Party”) of any third-party claim or claims asserted against the Indemnified Party (“"Third Party Claim”") that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“"Claim Notice”") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that such claim (if any), an estimate of the amount of damages Damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for of the Indemnified Party’s 's request for indemnification under this Agreement. Except as set forth in Section 7.1, the The failure to promptly deliver a Claim Notice shall not relieve the any Indemnifying Party of its obligations to the any Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that such claim. Within 15 thirty (30) days after receipt of any Claim Notice (the “"Election Period”"), the Indemnifying Party shall notify the Indemnified Party (yx) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 XIV with respect to that such Third Party Claim or and (zy) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the such Indemnifying Party, to defend the Indemnified Party against that such Third Party Claim. (cb) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its their sole cost and expense, that with counsel reasonably acceptable to such Indemnified Party, such Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c14.3(b). Except as set forth in Section 14.3(f) below, and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the Indemnifying Party shall not enter into have full control of such defense and proceedings, including any compromise or settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party)thereof. The Indemnified Party is hereby authorized, with at the right to receive reimbursement sole cost and expense of reasonable costs and expenses incurred thereby from the Indemnifying PartyParty (but only if the Indemnified Party is entitled to indemnification hereunder), to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party. If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and their counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, the making of any related counterclaim against the person asserting the Third Party Claim or any cross-complaint against any person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c14.3(b) and will shall bear its own costs and expenses with respect to that such participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which that are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with at the right to reimbursement for the reasonable costs and expense incurred thereby from of the Indemnifying Party, and, on its and upon written notification of that employmentthereof, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party; provided further that the Indemnifying Party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for the Indemnified Party, which firm shall be designated in 38 44 writing by the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall be prohibited from confessing or settling any criminal allegations brought against the Indemnified Party without the express written consent of the Indemnified Party. (dc) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party within the Election Period that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) 14.3(b), or (ii) if the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c14.3(b) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings, provided, however, that the Indemnified Party may not enter into, without the Indemnifying Party's consent, which shall not be unreasonably withheld, any compromise or settlement of such Third Party Claim. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its their potential liability to the Indemnified Party under this Article 7 XIV and if that such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s 's defense pursuant to this Section 7.4 or of the Indemnifying Party’s 's participation therein at the Indemnified Party’s 's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d14.3(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation; provided, however, that participationif the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnifying Party has been advised by counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the Indemnified Party, then the Indemnifying Party may employ separate counsel and upon written notification thereof, the Indemnified Party shall not have the right to assume the defense of such action on behalf of the Indemnifying Party. (ed) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “"Indemnity Notice”") describing in reasonable detail the nature of the claim, an estimate of the amount of Damages damages attributable to that such claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s 's request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 sixty (60) days from its receipt of the Indemnity Notice that the Indemnifying Party disputesdisputes such claim, the claim specified by the Indemnified Party in the Indemnity Notice, that claim Notice shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that such claim, as provided above, that such dispute shall be resolved as provided by this Agreement litigation in an appropriate court of competent jurisdiction if the parties do not reach a settlement of that such dispute within 30 thirty (30) days after notice of that a dispute is given. (fe) Payments of all amounts owing by an any Indemnifying Party pursuant to this Article 7 XIV relating to a Third Party Claim shall be made within 30 thirty (30) days after the latest of (i) the settlement of that such Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that such Third Party Claim Claim, or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement in respect of that Third Party ClaimAgreement. Payments of all amounts owing by an the Indemnifying Party pursuant to Section 7.4(e14.3(d) shall be made within 30 thirty (30) days after the later of (i) the expiration of the 3060-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement. (f) The Indemnifying Party shall provide the Indemnified Party with written notice of any firm offer that is made to settle or compromise a Third Party Claim against an Indemnified Party. If a firm offer is made to settle such a claim solely by the payment of money damages and the Indemnifying Party notifies the Indemnified Party in writing that the Indemnifying Party agrees to such 39 45 settlement, but the Indemnified Party elects not to accept and agree to it, the Indemnified Party may continue to contest or defend such Third Party Claim and, in such event, the total maximum liability of the Indemnifying Party to indemnify or otherwise reimburse the Indemnified Party hereunder with respect to such a claim shall be limited to and shall not exceed the amount of such settlement offer, plus reasonable out-of-pocket costs and reasonable expenses (including reasonable attorneys' fees and disbursements) to the date of notice that the Indemnifying Party desired to accept such settlement. (g) Notwithstanding any provision herein to the contrary, the obligation of an Indemnifying Party to provide indemnification to an Indemnified Party for breach of any representation or warranty as provided in Sections 14.1(a) or 14.2(a) hereof shall not take effect unless and until the Damages asserted against or incurred in the aggregate and on a collective basis by the Indemnified Parties pursuant to either Section 14.1 or 14.2 (as applicable) as a result of such a breach or breaches exceeds [$____________].

Conditions of Indemnification. The obligations and liabilities of UCI Sole Shareholder and Acquiror hereunder with respect to their respective indemnities pursuant to this Article XI, resulting from any Third Party Claim shall be subject to the following terms and conditions: (a) All claims for The party seeking indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4. (b) A party claiming indemnification under this Agreement (an “the "Indemnified Party”") shall promptly (i) notify must give the other party from whom indemnification is sought (the “"Indemnifying Party”) "), notice of any third-party claim Third Party Claim which is asserted against, imposed upon or claims asserted against incurred by the Indemnified Party (“Third Party Claim”) that could and which may give rise to a right liability of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice pursuant to this Article XI, stating (“Claim Notice”to the extent known or reasonably anticipated) describing in reasonable detail the nature and basis of the Third Party Claim, a copy of all papers served with respect to that claim (if any), an estimate of the amount of damages attributable to the such Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for the Indemnified Party’s request for indemnification under this Agreement. Except as set forth in Section 7.1, amount thereof; provided that the failure to promptly deliver a Claim Notice give such notice shall not relieve affect the Indemnifying Party rights of its obligations to the Indemnified Party with respect to the related Third Party Claim hereunder except to the extent that the resulting delay is materially prejudicial to the defense of that claim. Within 15 days after receipt of any Claim Notice (the “Election Period”), the Indemnifying Party shall notify the Indemnified Party (y) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 with respect to that Third Party Claim or (z) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense have suffered actual material damage by reason of the Indemnifying Party, to defend the Indemnified Party against that Third Party Claimsuch failure. (cb) If the Indemnifying Party does not dispute its potential liability Subject to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party ClaimSection 11.4(c) below, then the Indemnifying Party shall have the right to defendundertake, by counsel or other representatives of its own choosing, the defense of such Third Party Claim at the Indemnifying Party's risk and expense. (c) In the event that (i) the Indemnifying Party shall elect not to undertake such defense, (ii) within a reasonable time after notice from the Indemnified Party of any such Third Party Claim, the Indemnifying Party shall fail to undertake to defend such Third Party Claim, or (iii) there is a reasonable probability that such Third Party Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, then the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such Third Party Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party. In the event that the Indemnified Party undertakes the defense of a Third Party Claim under this Section 11.4(c), the Indemnifying Party shall pay to the Indemnified Party, in addition to the other sums required to be paid hereunder, the reasonable costs and expenses incurred by the Indemnified Party in connection with such defense, compromise or settlement as and when such costs and expenses are so incurred. (d) Anything in this Section 11.4 to the contrary notwithstanding, (i) the Indemnifying Party shall not, without the Indemnified Party's written consent, settle or compromise such Third Party Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such Third Party Claim in form and substance satisfactory to the Indemnified Party; (ii) in the event that the Indemnifying Party undertakes the defense of such Third Party Claim, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, that Third Party Claim by all appropriate proceedingsshall have the right to participate in the defense, which proceedings compromise or settlement thereof and each party and its counsel and other representatives shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party other party and its counsel and representatives in connection therewith; and (iii) in the defense of that Third Party Claim; provided, however, event that the Indemnifying Party shall not enter into any settlement with respect to any undertakes the defense of such Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party). The Indemnified Party is hereby authorized, with the right to receive reimbursement of reasonable costs and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with the right to reimbursement for the reasonable costs and expense incurred thereby from the Indemnifying Party, and, on its written notification of that employmentClaim, the Indemnifying Party shall not have an obligation to keep the right to assume or continue Indemnified Party informed of the status of the defense of such action on behalf of the Indemnified Party. (d) If the Indemnifying Third Party (i) within the Election Period (A) disputes its potential liability to Claim and furnish the Indemnified Party under this Article 7with all documents, (B) elects not to defend instruments and information that the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 and if that dispute is resolved reasonably request in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 7.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d), and the Indemnifying Party shall bear its own costs and expenses with respect to that participationconnection therewith. (e) In the event any Claims for indemnification by Acquiror Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit Persons up to the Indemnifying Party $500,000 limitation shall be satisfied solely by a written notice (reduction in amounts due under the “Indemnity Notice”) describing in reasonable detail the nature of the claimPurchase Note or Escrow Note, an estimate of as applicable. No claim for indemnification may be made by Acquiror Indemnified Persons until the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, the claim specified by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is givenor claims exceeds $25,000. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement.

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4.follows: (b) a. A party claiming indemnification under this Agreement (an “Indemnified Party”"INDEMNIFIED PARTY") shall promptly (and, in any event, at least ten (10) days prior to the due date for any responsive pleadings, filings or other documents) (i) notify the party from whom indemnification is sought (the “Indemnifying Party”"INDEMNIFYING PARTY") of any third-party claim or claims asserted against the Indemnified Party (“Third Party Claim”"THIRD PARTY CLAIM") that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”"CLAIM NOTICE") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that such claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for of the Indemnified Party’s 's request for indemnification under this Agreement. Except as set forth in Section 7.14.04, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that such claim. Within 15 thirty (30) days after receipt of any Claim Notice (the “Election Period”"ELECTION PERIOD"), the Indemnifying Party shall notify the Indemnified Party (yi) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 9 with respect to that such Third Party Claim or and (zii) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that such Third Party Claim. (c) b. If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, that such Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the Section. The Indemnifying Party shall not enter into have full control of such defense and proceedings, including any compromise or settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party)thereof. The Indemnified Party is hereby authorized, with at the right to receive reimbursement sole cost and expense of reasonable costs and expenses incurred thereby from the Indemnifying PartyParty (but only if the Indemnified Party is entitled to indemnification hereunder), to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party (it being understood and agreed that if an Indemnified Party takes any such action that is prejudicial and causes a final adjudication that is adverse to the Indemnifying Party, the Indemnifying Party shall be relieved of its obligations hereunder with respect to such Third Party Claim). If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, the making of any related counterclaim against the person asserting the Third Party Claim or any cross-complaint against any person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c) and will shall bear its own costs and expenses with respect to that such participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which that are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with at the right to reimbursement for the reasonable costs and expense incurred thereby from of the Indemnifying Party, and, on its and upon written notification of that employmentthereof, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party; provided further that the Indemnifying Party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for the Indemnified Party, which firm shall be designated in writing by the Indemnified Party. (d) c. If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party within the Election Period that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) 9.03(b), or (ii) if the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c9.03(b) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings, provided; however, that the Indemnified Party may not enter into, without the Indemnifying Party's consent, which shall not be unreasonably withheld, any compromise or settlement of such Third Party Claim. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 9 and if that such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Indemnifying Party’s 's defense pursuant to this Section 7.4 or of the Indemnifying Party’s 's participation therein at the Indemnified Party’s 's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, control any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d9.03(b), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation; provided, however, that participationif the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnifying Party has been advised by counsel that there may be one or more legal defenses available to the Indemnified Party, then the Indemnifying Party may employ separate counsel and upon written notification thereof, the Indemnified Party shall not have the right to assume the defense of such action on behalf of the Indemnifying Party. (e) d. In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”"INDEMNITY NOTICE") describing in reasonable detail the nature of the claim, an estimate of the amount of Damages damages attributable to that such claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s 's request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 sixty (60) days from its receipt of the Indemnity Notice that the Indemnifying Party disputesdisputes such claim, the claim specified by the Indemnified Party in the Indemnity Notice, that claim Notice shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that such claim, as provided above, that dispute shall be resolved as provided by this Agreement and if the parties do not reach a settlement of that such dispute within 30 thirty (30) days after notice of that a dispute is given, any such dispute shall be submitted to arbitration in Tampa, Florida to a member of the American Arbitration Association mutually appointed by the Indemnified and Indemnifying Parties (or, in the event the Indemnified and Indemnifying Parties cannot agree on a single such member, to a panel of three members selected in accordance with the rules of such Association), who shall promptly arbitrate such dispute in accordance with the rules of such Association and report to the parties upon such disputed items, and such report shall be final, binding and conclusive on the parties. Judgment upon the award by the arbitrator(s) may be entered in any court having jurisdiction. The prevailing party in any such arbitration may, as determined by the arbitrator or arbitrators in his or their discretion, recover from, and have paid by, the other party hereto, all fees and disbursements of such arbitrator or arbitrators and reasonable attorney's fees, costs and expenses incurred by the prevailing party in such arbitration. (f) e. Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 9 relating to a Third Party Claim shall be made within 30 thirty (30) days after the latest of (i) the settlement of that such Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that such Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement in respect of that Third Party ClaimAgreement. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e9.03(d) shall be made within 30 thirty (30) days after the later of (i) the expiration of the 30-sixty (60) day Indemnity Notice period or (ii) the expiration of the period for appeal appeal, if any, of a final adjudication or arbitration of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement.

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.47.05. (b) A party claiming indemnification under this Agreement (an “"Indemnified Party”") shall promptly within thirty calendar days of learning of the existence of a claim for which indemnification could be sought (i) notify the party from whom indemnification is sought (the “"Indemnifying Party”") of any third-party claim or claims asserted against the Indemnified Party (“"Third Party Claim”") that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“"Claim Notice”") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect or relating to that claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for the Indemnified Party’s 's request for indemnification under this Agreement. Except as set forth in Section 7.1, the The failure to promptly deliver a Claim Notice shall not within thirty calendar days, as specified herein shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that claim. Within 15 days after receipt of any Claim Notice (the “"Election Period”"), the Indemnifying Party shall notify the Indemnified Party (yi) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 VII with respect to that Third Party Claim or and (zii) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that Third Party Claim. (c) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, that Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c7.05(c), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise fully cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the Indemnifying Party shall not enter into any settlement with respect to any Third Party Claim that purports to limit the lawful activities of, or otherwise restrict in any way, of any Indemnified Party or any affiliate Affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by in the sole discretion of that Indemnified Party). The Indemnified Party is hereby authorized, with at the right to receive reimbursement sole cost and expense of reasonable costs and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate essential to protect its interests or those of the Indemnifying Party, and to preserve any and all applicable claims and defenses; provided that the Indemnified Party shall make no admission of liability during such Election Period. Should Indemnified Party make such an admission of liability, the obligation to indemnify under this Agreement shall end. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c7.05(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel with the right to reimbursement for the reasonable costs and expense incurred thereby from the Indemnifying Party, and, on at its written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Partyown expense. (d) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 VII, and if that dispute is resolved by a court of competent jurisdiction or by agreement in favor of the Indemnifying Party, the Indemnifying Indemnified Party shall not be required to bear the costs and expenses of the Indemnified Party’s its own defense pursuant to this Section 7.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s requesta Third Party Claim, as well as all fees and the Indemnified Party shall reimburse expenses incurred by the Indemnifying Party in full connection with such litigation and in connection with defending the claim for all reasonable costs and expenses of such litigationindemnification. The If the Indemnifying Party may participate in, but not control, any defense or settlement controlled by has delivered a written notice to the Indemnified Party pursuant to the effect that the Indemnifying Party disputes its liability to the Indemnified Party under this Section 7.4(d)Article VII and if that dispute is resolved by a court of competent jurisdiction or by agreement in favor of the Indemnified Party, and the Indemnifying Party shall bear its own the costs and expenses of its owndefense of a Third Party Claim, as well as all fees and expenses incurred by the Indemnified Party in connection with respect to that participationsuch litigation and in connection with pursuing the claim for indemnification. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party within thirty business days of first learning of such claim a written notice (the “"Indemnity Notice”") describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s 's request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, disputes the claim specified by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement proceedings in an appropriate court of competent jurisdiction if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 VII relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e7.04(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s 's liability to the Indemnified Party under this Agreement.

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4.follows: (ba) A party claiming indemnification under this Agreement (an “The Indemnified Party”) Party shall promptly (and, in any event, at least ten (10) days prior to the due date for any responsive pleadings, filings or other documents) (i) notify the party from whom indemnification is sought (the “each Indemnifying Party”) Party of any third-party claim or claims asserted against the Indemnified Party (“"Third Party Claim”") that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party Parties a written notice (“"Claim Notice”") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that such claim (if any), an estimate of the amount of damages Damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for of the Indemnified Party’s 's request for indemnification under this Agreement. Except as set forth in Section 7.1, the The failure to promptly deliver a Claim Notice shall not relieve the any Indemnifying Party of its obligations to the any Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that such claim. Within 15 thirty (30) days after receipt of any Claim Notice (the “"Election Period”"), the Indemnifying Party Parties shall notify the Indemnified Party (yx) whether the Indemnifying Party disputes its Parties dispute their potential liability to the Indemnified Party under this Article 7 Agreement with respect to that such Third Party Claim or and (zy) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desiresParties desire, at the sole cost and expense of the each Indemnifying Party, to defend the Indemnified Party against that such Third Party Claim. (cb) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies Parties notify the Indemnified Party within the Election Period that the Indemnifying Party elects Parties elect to assume the defense of the Third Party Claim, then the Indemnifying Party Parties shall have the right to defend, at its their sole cost and expense, that with counsel reasonably acceptable to such Indemnified Party or Indemnified Parties, such Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party Parties to a final conclusion or settled at the discretion of the Indemnifying Party Parties in accordance with this Section 7.4(c12.3(b). Except as set forth in Section 12.3(f) below, and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim Parties shall have full control of such defense and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; providedproceedings, however, that the Indemnifying Party shall not enter into including any compromise or settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party)thereof. The Indemnified Party is hereby authorized, with at the right to receive reimbursement sole cost and expense of reasonable costs and expenses incurred thereby from the Indemnifying PartyParties (but only if the Indemnified Party is entitled to indemnification hereunder), to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying PartyParties and not prejudicial to the Indemnifying Parties. If requested by the Indemnifying Parties, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Parties, to cooperate with the Indemnifying Parties and their counsel in contesting any Third Party Claim that the Indemnifying Parties elect to contest, including, without limitation, the making of any related counterclaim against the person asserting the Third Party Claim or any cross-complaint against any person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party Parties pursuant to this Section 7.4(c12.3(b) and will shall bear its own costs and expenses with respect to such participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Parties and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the Indemnifying Parties, then the Indemnified Party may employ separate counsel at the expense of the Indemnifying Parties, and upon written notification thereof, the Indemnifying Parties shall not have the right to assume the defense of such action on behalf of the Indemnified Party; provided further that the Indemnifying Parties shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for the Indemnified Party, which firm shall be designated in writing by the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Parties shall be prohibited from confessing or settling any criminal allegations brought against the Indemnified Party without the express written consent of the Indemnified Party. (c) If the Indemnifying Parties fail to notify the Indemnified Party within the Election Period that the Indemnifying Parties elect to defend the Indemnified Party pursuant to Section 12.3(b), or if the Indemnifying Parties elect to defend the Indemnified Party pursuant to Section 12.3(b) but fail diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Parties (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Parties to a final conclusion or settled. The Indemnified Parties shall have full control of such defense and proceedings, provided, however, that the Indemnified Parties may not enter into, without the Indemnifying Parties' consent, which shall not be unreasonably withheld, any compromise or settlement of such Third Party Claim. Notwithstanding the foregoing, if the Indemnifying Parties have delivered a written notice to the Indemnified Party to the effect that the Indemnifying Parties dispute their potential liability to the Indemnified Party under this Agreement and if such dispute is resolved in favor of the Indemnifying Parties, the Indemnifying Parties shall not be required to bear the costs and expenses of the Indemnified Parties' defense pursuant to this paragraph or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Parties in full for all costs and expenses of such litigation. The Indemnifying Parties may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 12.3(c), and the Indemnifying Parties shall bear their own costs and expenses with respect to such participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has Indemnifying Parties have been advised by counsel that there may be one or more legal defenses available to it which that are different from or additional to those available to the Indemnifying Indemnified Party, then the Indemnified Party Indemnifying Parties may employ separate counsel with the right to reimbursement for the reasonable costs and expense incurred thereby from the Indemnifying Party, and, on its upon written notification of that employmentthereof, the Indemnifying Indemnified Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified PartyIndemnifying Parties. (d) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 and if that dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 7.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d), and the Indemnifying Party shall bear its own costs and expenses with respect to that participation. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party Parties hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party Parties a written notice (the “"Indemnity Notice”") describing in reasonable detail the nature of the claim, an estimate of the amount of Damages damages attributable to that such claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s 's request for indemnification under this Agreement. If the Indemnifying Party does Parties do not notify the Indemnified Party within 15 sixty (60) days from its receipt of the Indemnity Notice that the Indemnifying Party disputesParties dispute such claim, the claim specified by the Indemnified Party in the Indemnity Notice, that claim Notice shall be deemed a liability of the Indemnifying Party Parties hereunder. If the Indemnifying Party has Parties have timely disputed that such claim, as provided above, that such dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is givenprocedures set forth in Section 12.7. (fe) Payments of all amounts owing by an any Indemnifying Party pursuant to this Article 7 Agreement relating to a Third Party Claim shall be made within 30 thirty (30) days after the latest of (i) the settlement of that such Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that such Third Party Claim Claim, or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s Parties liability to the Indemnified Party under this Agreement in respect of that Third Party ClaimAgreement. Payments of all amounts owing by an the Indemnifying Party Parties pursuant to Section 7.4(e12.3(d) shall be made within 30 thirty (30) days after the later of (i) the expiration of the 3060-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s Parties liability to the Indemnified Party under this Agreement. During the two-year period following the Closing Date, each Seller shall be entitled to satisfy payments owed to APP by transfer of APP Common Stock from such Seller to APP. For all purposes of this Agreement, the value of each share of APP Common Stock transferred to APP pursuant to this Agreement shall be calculated by averaging the daily closing prices for a share of APP Common Stock for the twenty (20) consecutive trading days on which such shares are actually traded on the Nasdaq National Market preceding the date of the Claim Notice. The number of shares of APP Common Stock permitted to be transferred under this Section 12.3(e) shall be diminished proportionately in accordance with the percentage of APP Common Stock released under the Lock-Up Provisions set forth herein. The rights of any Seller to transfer shares of APP Common Stock in satisfaction of payments owed to APP pursuant to this Agreement shall terminate upon the earlier of (x) the termination of the Lock-Up Provisions set forth herein or (y) at the end of the two-year period following the Closing Date. (f) The Indemnifying Parties shall provide the Indemnified Party with written notice of any firm offer that is made to settle or compromise a Third Party Claim against an Indemnified Party. If a firm offer is made to settle such a claim solely by the payment of money damages and the Indemnifying Parties notify the Indemnified Party in writing that the Indemnifying Parties agree to such settlement, but the Indemnified Party elects not to accept and agree to it, the Indemnified Party may continue to contest or defend such Third Party Claim and, in such event, the total maximum liability of the Indemnifying Parties to indemnify or otherwise reimburse the Indemnified Party hereunder with respect to such a claim shall be limited to and shall not exceed the amount of such settlement offer, plus reasonable out-of-pocket costs and reasonable expenses (including reasonable attorneys' fees and disbursements) to the date of notice that the Indemnifying Parties desired to accept such settlement. (g) Notwithstanding anything contained in this Agreement to the contrary, Indemnifying Parties in the aggregate (i) shall have no obligation hereunder to provide indemnification for the first [$______________] of Damages (without counting Immaterial Claims as defined below), and (ii) in no event shall the Indemnifying Parties have any liability hereunder with respect to any singular incident or a fact involving a breach or inaccuracy of Madison if the Damages from such claim are equal to or less than [$_____________] ("Immaterial Claims"). Notwithstanding anything to the contrary contained herein, the obligations of each Seller hereunder shall not exceed __________ percent (_____%) of the value of the Exchange Consideration paid to such Seller pursuant to the Related Acquisition, if any, on the Closing Date.

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.4.follows: (ba) A party claiming indemnification under this Agreement (an “The Indemnified Party”) Party shall promptly (and, in any event, at least ten (10) days prior to the due date for any responsive pleadings, filings or other documents) (i) notify the party from whom indemnification is sought (the “each Indemnifying Party”) Party of any third-party claim or claims asserted against the Indemnified Party (“"Third Party Claim”") that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party Parties a written notice (“"Claim Notice”") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that such claim (if any), an estimate of the amount of damages Damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for of the Indemnified Party’s 's request for indemnification under this Agreement. Except as set forth in Section 7.1, the The failure to promptly deliver a Claim Notice shall not relieve the any Indemnifying Party of its obligations to the any Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that such claim. Within 15 thirty (30) days after receipt of any Claim Notice (the “"Election Period”"), the Indemnifying Party Parties shall notify the Indemnified Party (yx) whether the Indemnifying Party disputes its Parties dispute their potential liability to the Indemnified Party under this Article 7 Agreement with respect to that such Third Party Claim or and (zy) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desiresParties desire, at the sole cost and expense of the each Indemnifying Party, to defend the Indemnified Party against that such Third Party Claim. (cb) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies Parties notify the Indemnified Party within the Election Period that the Indemnifying Party elects Parties elect to assume the defense of the Third Party Claim, then the Indemnifying Party Parties shall have the right to defend, at its their sole cost and expense, that with counsel reasonably acceptable to such Indemnified Party or Indemnified Parties, such Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party Parties to a final conclusion or settled at the discretion of the Indemnifying Party Parties in accordance with this Section 7.4(c12.3(b). Except as set forth in Section 12.3(f) below, and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim Parties shall have full control of such defense and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; providedproceedings, however, that the Indemnifying Party shall not enter into including any compromise or settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by the Indemnified Party)thereof. The Indemnified Party is hereby authorized, with at the right to receive reimbursement sole cost and expense of reasonable costs and expenses incurred thereby from the Indemnifying PartyParties (but only if the Indemnified Party is entitled to indemnification hereunder), to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying PartyParties and not prejudicial to the Indemnifying Parties. If requested by the Indemnifying Parties, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Parties, to cooperate with the Indemnifying Parties and their counsel in contesting any Third Party Claim that the Indemnifying Parties elect to contest, including, without limitation, the making of any related counterclaim against the person asserting the Third Party Claim or any cross-complaint against any person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party Parties pursuant to this Section 7.4(c12.3(b) and will shall bear its own costs and expenses with respect to such participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Parties and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the Indemnifying Parties, then the Indemnified Party may employ separate counsel at the expense of the Indemnifying Parties, and upon written notification thereof, the Indemnifying Parties shall not have the right to assume the defense of such action on behalf of the Indemnified Party; provided further that the Indemnifying Parties shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for the Indemnified Party, which firm shall be designated in writing by the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Parties shall be prohibited from confessing or settling any criminal allegations brought against the Indemnified Party without the express written consent of the Indemnified Party. (c) If the Indemnifying Parties fail to notify the Indemnified Party within the Election Period that the Indemnifying Parties elect to defend the Indemnified Party pursuant to Section 12.3(b), or if the Indemnifying Parties elect to defend the Indemnified Party pursuant to Section 12.3(b) but fail diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Parties (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Parties to a final conclusion or settled. The Indemnified Parties shall have full control of such defense and proceedings, provided, however, that the Indemnified Parties may not enter into, without the Indemnifying Parties' consent, which shall not be unreasonably withheld, any compromise or settlement of such Third Party Claim. Notwithstanding the foregoing, if the Indemnifying Parties have delivered a written notice to the Indemnified Party to the effect that the Indemnifying Parties dispute their potential liability to the Indemnified Party under this Agreement and if such dispute is resolved in favor of the Indemnifying Parties, the Indemnifying Parties shall not be required to bear the costs and expenses of the Indemnified Parties' defense pursuant to this paragraph or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Parties in full for all costs and expenses of such litigation. The Indemnifying Parties may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 12.3(c), and the Indemnifying Parties shall bear their own costs and expenses with respect to such participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has Indemnifying Parties have been advised by counsel that there may be one or more legal defenses available to it which that are different from or additional to those available to the Indemnifying Indemnified Party, then the Indemnified Party Indemnifying Parties may employ separate counsel with the right to reimbursement for the reasonable costs and expense incurred thereby from the Indemnifying Party, and, on its upon written notification of that employmentthereof, the Indemnifying Indemnified Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified PartyIndemnifying Parties. (d) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 and if that dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 7.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d), and the Indemnifying Party shall bear its own costs and expenses with respect to that participation. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party Parties hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party Parties a written notice (the “"Indemnity Notice”") describing in reasonable detail the nature of the claim, an estimate of the amount of Damages damages attributable to that such claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s 's request for indemnification under this Agreement. If the Indemnifying Party does Parties do not notify the Indemnified Party within 15 sixty (60) days from its receipt of the Indemnity Notice that the Indemnifying Party disputesParties dispute such claim, the claim specified by the Indemnified Party in the Indemnity Notice, that claim Notice shall be deemed a liability of the Indemnifying Party Parties hereunder. If the Indemnifying Party has Parties have timely disputed that such claim, as provided above, that such dispute shall be resolved as provided by this Agreement if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is givenprocedures set forth in Section 12.7. (fe) Payments of all amounts owing by an any Indemnifying Party pursuant to this Article 7 Agreement relating to a Third Party Claim shall be made within 30 thirty (30) days after the latest of (i) the settlement of that such Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that such Third Party Claim Claim, or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s Parties liability to the Indemnified Party under this Agreement in respect of that Third Party ClaimAgreement. Payments of all amounts owing by an the Indemnifying Party Parties pursuant to Section 7.4(e12.3(d) shall be made within 30 thirty (30) days after the later of (i) the expiration of the 3060-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s Parties liability to the Indemnified Party under this Agreement. During the two-year period following the Closing Date, each Seller shall be entitled to satisfy payments owed to APP by transfer of APP Common Stock from such Seller to APP. For all purposes of this Agreement, the value of each share of APP Common Stock transferred to APP pursuant to this Agreement shall be calculated by averaging the daily closing prices for a share of APP Common Stock for the twenty (20) consecutive trading days on which such shares are actually traded on the Nasdaq National Market preceding the date of the Claim Notice. The number of shares of APP Common Stock permitted to be transferred under this Section 12.3(e) shall be diminished proportionately in accordance with the percentage of APP Common Stock released under the Lock-Up Provisions set forth herein. The rights of any Seller to transfer shares of APP Common Stock in satisfaction of payments owed to APP pursuant to this Agreement shall terminate upon the earlier of (x) the termination of the Lock-Up Provisions set forth herein or (y) at the end of the two-year period following the Closing Date. (f) The Indemnifying Parties shall provide the Indemnified Party with written notice of any firm offer that is made to settle or compromise a Third Party Claim against an Indemnified Party. If a firm offer is made to settle such a claim solely by the payment of money damages and the Indemnifying Parties notify the Indemnified Party in writing that the Indemnifying Parties agree to such settlement, but the Indemnified Party elects not to accept and agree to it, the Indemnified Party may continue to contest or defend such Third Party Claim and, in such event, the total maximum liability of the Indemnifying Parties to indemnify or otherwise reimburse the Indemnified Party hereunder with respect to such a claim shall be limited to and shall not exceed the amount of such settlement offer, plus reasonable out-of-pocket costs and reasonable expenses (including reasonable attorneys' fees and disbursements) to the date of notice that the Indemnifying Parties desired to accept such settlement. (g) Notwithstanding anything contained in this Agreement to the contrary, Indemnifying Parties in the aggregate (i) shall have no obligation hereunder to provide indemnification for the first [$___________] of Damages (without counting Immaterial Claims as defined below), and (ii) in no event shall the Indemnifying Parties have any liability hereunder with respect to any singular incident or a fact involving a breach or inaccuracy of Lexington if the Damages from such claim are equal to or less than [$______________] ("Immaterial Claims"). Notwithstanding anything to the contrary contained herein, the obligations of each Seller hereunder shall not exceed the value of the Exchange Consideration paid to such Seller pursuant to the Related Acquisition, if any, on the Closing Date.

Conditions of Indemnification. (a) All claims for indemnification under this Agreement shall be asserted and resolved as follows in this Section 7.48.03. (b) A party An Indemnified Party claiming indemnification under this Agreement (an “Indemnified Party”) shall promptly (i) notify the party from whom indemnification is sought (the “"Indemnifying Party”") of any third-party claim or claims asserted against the Indemnified Party other than an indemnification for Taxes, which is covered by Section 7.05 (“"Third Party Claim”") that could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written notice (“"Claim Notice”") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that claim (if any), an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis for the Indemnified Party’s request for indemnification under this Agreement. Except as set forth in Section 7.18.01, the failure to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that claim. Within 15 30 days after receipt of any Claim Notice (the “"Election Period”"), the Indemnifying Party shall notify the Indemnified Party (yi) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 VIII with respect to that Third Party Claim or and (zii) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that Third Party Claim. (c) If the Indemnifying Party does not dispute acknowledges its potential liability indemnity obligation to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend, at its sole cost and expense, that Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party in accordance with this Section 7.4(c8.03(c), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise reasonably cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the Indemnifying Party shall not enter into any settlement with respect to any Third Party Claim is not entirely indemnifiable by Indemnifying Party pursuant to this Article VIII , does not contain an unconditional release of all liability of the Indemnified Party with respect to all liability of the Indemnified Party with respect to such Third Party Claim or the that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any affiliate Affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may not be unreasonably withheld by in the sole discretion of that Indemnified Party). The Indemnified Party is hereby authorized, with at the right to receive reimbursement sole cost and expense of reasonable costs and expenses incurred thereby from the Indemnifying Party, to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party shall deem reasonably necessary or appropriate to protect its interests or those of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.4(c8.03(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded impeded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised in writing by counsel reasonably acceptable to the Indemnifying Party that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, and a copy of any such written advice is provided to the Indemnifying Party, then the Indemnified Party may employ separate counsel with at the right to reimbursement for the reasonable costs and expense incurred thereby from of the Indemnifying Party, and, on its written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume control of a Third Party Claim and shall pay the fees and expenses of counsel retained by the Indemnified Party if (i) such Third Party Claim would reasonably be expected to give rise to Damage which are more than twice the amount indemnifiable by such Indemnifying Party pursuant to the Article VIII, (ii) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation or (iii) the claim seeks an injunction or equitable relief against the Indemnified Party. (d) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 7VIII, (B) elects not to defend the Indemnified Party pursuant to Section 7.4(c) 8.03(c), or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.4(c) 8.03(c), or (ii) elects to defend the Indemnified Party pursuant to Section 7.4(c8.03(c) but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 VIII and if that dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 7.4 8.03 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses of such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d8.03(d), and the Indemnifying Party shall bear its own costs and expenses with respect to that participation. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “"Indemnity Notice”") describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 30 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes, disputes the claim specified by the Indemnified Party in the Indemnity Notice, that claim shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved as provided by this Agreement proceedings in an appropriate court of competent jurisdiction if the parties do not reach a settlement of that dispute within 30 days after notice of that dispute is given. (f) Payments of all amounts owing by an Indemnifying Party pursuant to this Article 7 VIII relating to a Third Party Claim shall be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 7.4(e8.03(e) shall be made within 30 days after the later of (i) the expiration of the 30-day Indemnity Notice period or (ii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement.